PROPTY OPERATOR AGREEMENT Version: 2026.09.29 This Propty Operator Agreement (the "Agreement") is entered into between Propty, Inc., a Delaware corporation ("Propty"), and the entity identified as the customer on an applicable Order Form ("Operator"). This Agreement becomes effective on the date specified in the first Order Form executed or electronically accepted by Operator (the "Effective Date"). By executing an Order Form, electronically accepting this Agreement, or using the Services after being provided this Agreement, Operator agrees to be bound by this Agreement. Each party represents that the individual accepting this Agreement on its behalf has authority to bind that party. 1. DEFINITIONS "Account" means a tenant, resident, occupant, customer, renter, guest, lessee or other account record maintained by or for Operator through the Services. "Applicable Law" means any applicable federal, state, local or other law, statute, regulation, ordinance, court order or binding governmental requirement. "Authorized User" means an individual Operator authorizes to access the Services. "Compliance Controls" means mandatory technical, operational or legal controls implemented by Propty concerning regulated or potentially regulated functionality, including the controls described in this Agreement. "Compliance Evidence" means records generated or retained to demonstrate compliance or noncompliance, including consent and revocation records, communication records, presentation events, refusal records, statutory-workflow records, approvals, delivery evidence, audit records and similar evidence. "DPA" means the Data Processing Addendum incorporated into this Agreement. "Location" means an individual facility, property, park, marina, campground, yard, garage, storage facility or other operating site configured within the Services. "Live" means, with respect to a Location, that all applicable onboarding conditions designated by Propty for the purchased Services have been completed and Propty has designated that Location as live in production. For voice services, Live requires successful verification of the applicable production telephone routing or forwarding configuration. "Operator Data" means data, content or information submitted to the Services by or on behalf of Operator or processed on Operator's behalf, including Account information, balances, agreements, contact information and communications. Operator Data does not include Compliance Evidence to the extent Propty independently generates and retains such evidence for legal compliance, security, fraud prevention or establishment, exercise or defense of legal claims. "Order Form" means an ordering document, online checkout, statement of work or other ordering instrument identifying Services purchased by Operator. "Regulated Service" means functionality involving automated communications, collections, payments, statutory notices, lien or property-remedy workflows, call recording or other functionality subject to jurisdiction-specific legal requirements. "Services" means the Propty platform and modules identified on an applicable Order Form. "Statutory Workflow" means a Propty workflow configured to assist with notices, deadlines, delivery, evidence or other steps governed by a statute, regulation, lease or other legal requirement. "Third-Party Service" means a telecommunications carrier, payment processor, financial institution, cloud provider, AI provider, email provider, identity service, governmental database or other third-party service used in connection with the Services. 2. SERVICES 2.1 Services Propty will provide the Services identified on the applicable Order Form subject to this Agreement. 2.2 Service Changes Propty may modify, improve, replace or discontinue features of the Services from time to time. Propty will not materially reduce the core functionality of a paid Service during an Operator's then-current committed subscription term without providing commercially reasonable replacement functionality or an appropriate prospective adjustment. Propty may modify, restrict or discontinue functionality immediately where reasonably necessary for security, legal compliance, licensing, carrier or payment-network requirements, prevention of harm or preservation of platform integrity. 2.3 Compliance Changes Propty may implement or modify Compliance Controls without Operator approval when Propty reasonably determines that doing so is necessary or advisable because of: • Applicable Law; • regulatory guidance; • judicial decisions; • licensing requirements; • carrier or messaging requirements; • payment-network requirements; • legal advice; • identified compliance risk; or • changes in the Services. A Compliance Control may make a workflow more restrictive than the minimum requirement of Applicable Law. Operator has no right to require Propty to remove or weaken a Compliance Control. 2.4 Beta Services Features identified as beta, preview, experimental or early access are provided as-is and may be changed or discontinued at any time. Unless an Order Form expressly states otherwise, Beta Services are excluded from service guarantees. 2.5 Third-Party Services Certain Services depend upon Third-Party Services. Propty does not control the availability, acts or omissions of independent Third-Party Services and does not warrant uninterrupted operation of a Third-Party Service. This provision does not relieve Propty of an express contractual obligation merely because Propty elected to use a subcontractor or infrastructure provider to perform that obligation. 3. OPERATOR RESPONSIBILITIES 3.1 Accurate Information Operator will provide accurate and current information necessary to configure and operate the Services, including: • Locations; • jurisdiction; • business hours; • Account information; • leases and agreements; • rates and charges; • policies; • telephone configuration; • legal entity information; and • other configuration requested by Propty. 3.2 Authority Operator represents and warrants that it: 1. owns, operates, manages or is otherwise legally authorized to administer each Location and Account submitted to Propty; 2. possesses all contractual and legal authority necessary to instruct Propty to perform the configured Services; 3. has obtained all rights necessary to provide Operator Data to Propty; 4. will not instruct Propty to perform an act Operator itself has no legal right to perform; and 5. will promptly notify Propty if any representation in this Section becomes inaccurate. 3.3 Physical Operations Operator remains responsible for physical property operations, personnel, property custody, safety, maintenance and physical actions at a Location unless an Order Form expressly delegates a specific responsibility to Propty. 3.4 Telephone Configuration Operator will maintain required telephone routing and forwarding configurations and, where requested, a fallback destination. 3.5 Authorized Users Operator is responsible for: • selecting Authorized Users; • assigning appropriate permissions; • safeguarding credentials; • terminating access when no longer appropriate; and • activities performed through Operator-controlled credentials except to the extent caused by Propty's security breach. 3.6 Prohibited Use Operator will not: • circumvent Compliance Controls; • submit knowingly false information; • use the Services to harass, threaten or deceive; • generate unlawful communications; • use the Services for unlawful discrimination; • upload malicious code; • probe or interfere with platform security; • reverse engineer the Services except where a nonwaivable law expressly permits it; • use Propty to develop or train a competing product using nonpublic Propty materials; • permit unauthorized third-party access; or • use a Regulated Service in a jurisdiction or manner Propty has disabled. 4. FEES, BILLING AND TAXES 4.1 Fees Fees are stated on the applicable Order Form. 4.2 Billing Commencement Unless an Order Form expressly provides otherwise, fees attributable to a Location begin when that Location becomes Live. A stored payment method or payment authorization does not itself constitute a charge. If a Location does not become Live because Operator fails to complete required onboarding, Propty may, after written notice and a reasonable opportunity to complete onboarding, terminate the affected Order Form or apply any onboarding/minimum commitment expressly stated on that Order Form. Operator will not otherwise be charged recurring Location fees for a Location that never becomes Live. 4.3 Payment Billing frequency, payment terms and subscription commitments are stated on the Order Form. Unless otherwise stated, undisputed invoices are due within thirty (30) days. Operator must notify Propty of a good-faith invoice dispute within thirty (30) days after the applicable invoice. 4.4 Taxes Fees exclude applicable taxes. Operator is responsible for sales, use, excise, value-added and similar transaction taxes, excluding taxes based on Propty's net income. 4.5 Fee Changes Propty may change fees for a renewal term by providing at least thirty (30) days' notice before renewal unless the Order Form states otherwise. 4.6 Nonpayment Propty may suspend non-statutory Services for materially overdue undisputed amounts after ten (10) days' written notice. Where suspension could interrupt an active statutory deadline or legal workflow, Propty may instead disable new actions and make relevant records and pending deadlines available to Operator for transition. Propty's suspension does not transfer Operator's legal obligations to Propty and does not authorize Propty to abandon or independently complete a legal remedy. 4.7 No Setoff Operator may not withhold or offset amounts due except for a good-faith disputed amount or where Applicable Law provides a nonwaivable right of setoff. 5. TERM, RENEWAL AND TERMINATION 5.1 Term This Agreement continues while any Order Form remains effective. Each Order Form has the initial and renewal term stated in that Order Form. If an Order Form does not specify a term, it is month-to-month. 5.2 Renewal An Order Form renews as stated in the Order Form. 5.3 Termination for Convenience Where an Order Form permits termination for convenience, the applicable notice period is stated in that Order Form. A month-to-month Order Form may be terminated by either party on thirty (30) days' written notice. 5.4 Termination for Cause Either party may terminate an affected Order Form or this Agreement for a material breach not cured within thirty (30) days after written notice. If the breach cannot reasonably be cured, or involves fraud, unlawful activity, security abuse or intentional circumvention of Compliance Controls, the nonbreaching party may terminate immediately. 5.5 Immediate Suspension Propty may immediately suspend or restrict Services where Propty reasonably determines continued operation: • violates or presents a material risk of violating Applicable Law; • violates a mandatory Compliance Control; • jeopardizes a license, registration or bond; • violates carrier, messaging or payment-network requirements; • creates material security risk; • could cause unlawful property deprivation or communications; • threatens other customers or the Services; or • involves fraud or abuse. A good-faith suspension under this Section does not constitute Propty's breach of this Agreement. Where practicable, Propty will notify Operator and cooperate to restore lawful functionality. 5.6 Effect of Termination Operator's right to access terminated Services ends when termination becomes effective. Subject to payment of undisputed amounts, Propty will make exportable Operator Data reasonably available for thirty (30) days following termination unless prohibited by law or security considerations. Propty may thereafter delete Operator Data pursuant to the DPA and applicable retention schedule. 5.7 Compliance Evidence Operator acknowledges and agrees that Propty may retain narrowly scoped Compliance Evidence after termination or deletion of operational Operator Data where reasonably necessary for: • Applicable Law; • regulatory obligations; • licensing; • security; • fraud prevention; • audit; • establishment, exercise or defense of legal claims; or • enforcement of this Agreement. Such information will remain subject to applicable confidentiality and security obligations and will be used only for permitted retention purposes. 6. OPERATIONAL GUARANTEE Where purchased, the Propty 60-Day Operational Guarantee Terms are incorporated by reference. The Guarantee Period begins only when the applicable Location satisfies all specified production- verification conditions and is designated Live. The remedy expressly provided in the Guarantee Terms is Operator's sole monetary remedy for failure of a performance commitment covered by that Guarantee. The Guarantee does not limit remedies for matters outside its express scope. 7. AUTOMATED ACCOUNT COMMUNICATIONS AND COLLECTIONS 7.1 Operator Decisions Operator is solely responsible for determining and maintaining the underlying factual and legal status of each tenant or customer account, including: (a) whether an obligation is valid and legally enforceable; (b) the amount due; (c) payment and delinquency status; (d) charges, credits, fees and adjustments; (e) whether collection activity should be initiated, suspended or terminated; (f) the collection policy and escalation schedule selected by Operator; (g) settlement, compromise or waiver decisions; (h) access restrictions; (i) statutory lien or property-disposition decisions; and (j) referral to an attorney, filing of legal proceedings or other legal action. Propty does not independently adjudicate any of those matters. 7.2 Standing Instruction Operator expressly authorizes Propty to execute the automated communication and collection policies selected and approved by Operator as a continuing standing instruction. Once a policy is enabled, Propty may execute qualifying communications automatically without obtaining separate human approval from Operator for each individual communication, provided that the communication satisfies Propty's applicable Compliance Controls. Each execution will be associated with the applicable Operator instruction and policy version. 7.3 Propty Role Propty provides technology and automated operational services that execute Operator instructions. Except where Applicable Law assigns additional responsibilities to Propty because of Propty's regulated activities or licensing status, Propty does not independently: • determine that an obligation exists; • calculate or originate charges; • compromise or settle obligations; • determine whether a lien should be exercised; • decide whether legal action should be initiated; or • receive debtor payments as a collection intermediary. 7.4 Operator Data Warranty Operator represents and warrants that information supplied to Propty concerning tenants, customers, accounts, obligations, balances, payments, delinquency, charges and legal status is accurate, current, supported by Operator's books and records, and lawfully usable for the instructed purpose. Operator will promptly correct inaccurate information. 7.5 Contact Information Warranty Operator represents that personal information and contact information submitted to Propty was lawfully obtained and may lawfully be provided to Propty for the contracted Services. This provision does not eliminate any independent consent or communications requirement imposed upon Propty. 7.6 Automated-Channel Consent Propty may impose affirmative-consent requirements for automated SMS, artificial or prerecorded voice, AI- generated voice calls or other regulated channels. Operator may not direct Propty to bypass, infer, manufacture or override required consent. Transactional consent does not authorize marketing communications. 7.7 Mandatory Compliance Controls Operator may not disable or bypass Propty controls addressing: • jurisdiction; • licensing or registration; • consent; • revocation; • reassigned telephone numbers; • quiet hours; • communication frequency; • known inconvenient times or locations; • represented consumers; • bankruptcy; • military-service protections; • deceased persons; • disputes; • ownership claims; • required disclosures; • call recording; • statutory delivery; • payment authorization; or • prohibited content. Propty may refuse an instruction or disable an Account, workflow, Location, jurisdiction or channel where Propty reasonably determines execution would violate or materially risk violating a mandatory control or Applicable Law. 7.8 Statutory Notices Lien notices, eviction notices, default notices, sale notices, abandonment notices and communications whose form, timing, recipient or delivery is prescribed by law are governed by their applicable Statutory Workflow. Ordinary collection settings do not alter legally required statutory notices. Operator remains responsible for determining whether the underlying facts legally permit initiation of a statutory remedy. Propty remains responsible for executing its configured Statutory Workflow accurately once properly instructed, subject to the limitations and approvals stated in this Agreement. 7.9 Compliance Envelope Operator may configure workflows only through functionality made available by Propty. Operator will not circumvent controls through API manipulation, external automation, false information or other means. 7.10 Indemnification (a) Operator Indemnification Operator will defend, indemnify and hold harmless Propty, its Affiliates and their respective officers, directors, employees and agents from third-party claims, investigations, proceedings, damages, judgments, settlements, penalties, fines, costs and reasonable attorneys' fees to the extent arising from: 1. materially inaccurate, incomplete or untimely Operator-supplied Account, debt, payment, lease, ownership or legal-status information; 2. charges, fees, balances or obligations originated or imposed by Operator; 3. Operator's determination that an obligation is valid or delinquent; 4. Operator's decision to initiate, continue or approve a collection, lien, access restriction, eviction, repossession, tow, sale, disposition or legal remedy; 5. an underlying lease, rental agreement, consent, authorization or notice supplied by Operator that is legally defective; 6. Operator's instruction outside the agreed Compliance Envelope; 7. Operator's circumvention of Compliance Controls; 8. Operator's unlawful or discriminatory policy; 9. Operator's failure to provide legally required information concerning bankruptcy, military status, death, representation, disputes, payments or ownership claims of which Operator knew or reasonably should have known; 10. Operator's breach of its representations concerning Personal Data or contact information; or 11. Operator's material breach of this Agreement. (b) Propty Indemnification Propty will defend and indemnify Operator against third-party claims to the extent directly arising from: 1. Propty's material failure to enforce a Compliance Control that this Agreement expressly requires Propty to enforce; 2. a Propty-generated communication materially departing from Operator's approved policy or Operator Data; 3. Propty's violation of Applicable Law directly applicable to Propty in its capacity as technology provider or licensed/registered regulated service provider; 4. Propty's material breach of the DPA; or 5. a claim that the unmodified Propty Services infringe a United States patent, copyright or trademark. (c) IP Remedy For a covered infringement claim, Propty may: 1. obtain continued use rights; 2. modify or replace the affected Service with substantially equivalent functionality; or 3. terminate the affected Service and refund prepaid unused fees. This Section states Operator's exclusive remedy for intellectual-property infringement claims. (d) Exclusions A party has no indemnification obligation to the extent a claim results from the indemnified party's fraud, willful misconduct, knowing violation of law or material breach that caused the claim. (e) Procedure The indemnified party must: • promptly notify the indemnifying party; • provide reasonable cooperation at the indemnifying party's expense; and • permit the indemnifying party to control the defense and settlement. Delay in notice relieves the indemnifying party only to the extent materially prejudiced. No settlement may admit wrongdoing by, impose nonmonetary obligations on, or require payment by the indemnified party without its consent, not to be unreasonably withheld. 8. STATUTORY REMEDIES, LIENS AND PROPERTY WORKFLOWS 8.1 Assistance, Not Legal Determination Certain Services may assist Operator with statutory default, lien, notice, eviction, abandonment, vehicle, vessel, lease-default or other property-related workflows. Propty's configuration of a workflow does not constitute a legal determination that Operator possesses a lien or other remedy in a particular matter. 8.2 Operator Certification Before initiating a Statutory Workflow, Operator must certify the factual information required by that workflow, including as applicable: • governing Location; • applicable agreement; • Account; • balance; • default date; • property classification; • known owners or lienholders; • payments and credits; • known disputes; • bankruptcy; • military-service information; • death; • attorney representation; and • other information requested by Propty. 8.3 Statutory Workflow Controls Propty may require: • verified lease language; • jurisdiction-specific eligibility; • property classification; • title or lienholder searches; • notices; • delivery evidence; • cure periods; • publication; • operator certifications; • attorney review; • separate sale authorization; • pre-enforcement validation; or • other prerequisites. Operator may not override an unsatisfied prerequisite. 8.4 Separate Sale or Disposition Authorization Approval to send a notice does not constitute approval to sell, transfer, tow, repossess, dispose of or otherwise deprive a person of property. Where the Services support such a remedy, Operator must provide a separate affirmative authorization for the applicable enforcement action. Propty may require renewed authorization or revalidation immediately before execution. 8.5 Stop Events Propty may suspend a Statutory Workflow upon information concerning: • payment or redemption; • changed balance; • bankruptcy; • military-service protection; • death; • dispute; • ownership claim; • lienholder; • attorney representation; • court order; • failed statutory delivery; • changed sale information; • inaccurate Account information; or • any other circumstance reasonably requiring legal or factual review. 8.6 Attorney Review Propty may designate a workflow, jurisdiction, property class or particular matter as requiring attorney review. Where attorney approval is required by the configured workflow, Operator may not proceed through Propty without satisfying that requirement. 8.7 Operator's Ultimate Remedy Decision Operator—not Propty—makes the ultimate decision whether to exercise a lien, commence eviction, repossess property, order a tow, initiate litigation or conduct a sale or disposition. Nothing in the Services transfers ownership, possession or legal authority from Operator to Propty. 8.8 Evidence Propty may preserve Compliance Evidence associated with a Statutory Workflow, including notices, delivery evidence, approvals, account snapshots, searches, publications, sale records and stop events. Operator will not alter, delete or circumvent immutable Compliance Evidence. 9. PAYMENTS 9.1 Payment Services Where enabled, Propty may facilitate payment instructions or interfaces using one or more third-party payment processors. Unless expressly stated otherwise, Propty is not a bank, card network or money transmitter and does not take ownership of tenant funds. 9.2 Operator Responsibility Operator is responsible for: • amounts charged; • underlying obligations; • refunds required because of Operator's underlying transaction; • accurate merchant information; and • compliance obligations assigned to Operator by its payment processor. 9.3 Authorization Controls Propty may require separate authorization for recurring ACH, card or other automated payments and may prevent a transaction where required authorization is unavailable. Operator may not bypass payment authorization controls. 9.4 Processor Terms Use of payment functionality may be subject to additional processor or network terms. 10. AI AND AUTOMATED SYSTEMS 10.1 Automated Functionality Operator understands that the Services use automated systems, including artificial intelligence, to perform certain communications and operational tasks. 10.2 No Independent Legal Judgment Unless expressly stated in an Order Form, Propty's automated systems are not authorized to make independent determinations concerning: • legal liability; • existence of a debt; • settlement authority; • exercise of a lien; • eviction; • litigation; • deprivation of property; or • other legal rights. 10.3 Operator Review Where the Services require Operator review or approval, Operator is responsible for completing that review before authorizing the action. Operator will not treat a draft, recommendation, generated notice or workflow status as legal advice. 10.4 Automated Communications Automated telephone interactions open with the Services' standard greeting, which names Operator's business and gives notice that the call may be recorded. When a caller asks whether they are speaking with a real person, the automated assistant says it is an AI assistant and offers a callback from Operator's team. It will not claim to be human. 11. JURISDICTIONAL AVAILABILITY 11.1 Availability Regulated Services are available only in jurisdictions and configurations Propty has enabled. 11.2 Changes in Availability Propty may enable, disable, restrict or modify a Regulated Service by jurisdiction at any time where Propty reasonably determines that: • Applicable Law has changed; • licensing or registration status has changed; • legal advice has changed; • regulatory interpretation is uncertain; • a Compliance Control is inadequate; • a regulator, carrier, network or processor requires a change; or • continued operation presents material legal risk. 11.3 No Breach for Compliance Suspension A good-faith restriction or suspension under this Section does not constitute breach of contract or failure to provide the Services. If a material paid Service remains unavailable at an affected Location for more than thirty (30) consecutive days solely because Propty has disabled that Service under this Section, Operator may terminate the affected paid module for that Location and receive a prorated refund of prepaid unused fees for that module. That refund is Operator's exclusive contractual remedy for jurisdictional unavailability. 11.4 No Cross-Jurisdiction Reliance Availability in one jurisdiction does not represent or warrant availability in another. 12. INTELLECTUAL PROPERTY 12.1 Propty Technology Propty and its licensors retain all right, title and interest in: • the Services; • software; • workflows; • rule engines; • compliance architecture; • templates developed by Propty; • interfaces; • models; • algorithms; • documentation; • improvements; • aggregated/deidentified analytics; and • all related intellectual property. 12.2 Operator Data As between the parties, Operator retains ownership of Operator Data. Operator grants Propty a nonexclusive license to host, copy, process, transmit and otherwise use Operator Data as necessary to provide, secure and support the Services and as otherwise permitted by the DPA. 12.3 Deidentified Data Propty may create and use aggregated or deidentified information to: • operate; • secure; • analyze; • benchmark; and • improve the Services, provided Propty takes reasonable measures designed to prevent the information from identifying Operator, a Location or an individual and does not attempt to reidentify it except to test deidentification safeguards. This right does not authorize use prohibited by the DPA or Section 14. 12.4 Feedback Operator grants Propty a perpetual, irrevocable, royalty-free right to use suggestions and feedback concerning the Services, provided Propty does not identify Operator as the source without permission. 13. CONFIDENTIALITY Each party will protect the other party's Confidential Information using at least reasonable care and no less than the care used for its own similar information. Confidential Information may be used only to exercise rights or perform obligations under this Agreement. Confidential Information excludes information the recipient can demonstrate: • is publicly available without breach; • was lawfully known without confidentiality restriction; • is independently developed without use of the discloser's Confidential Information; or • is lawfully received from another source without confidentiality obligation. A recipient may disclose Confidential Information where legally compelled, provided it gives advance notice where legally permitted and reasonably cooperates with protective measures. Trade secrets remain protected for so long as they qualify as trade secrets under Applicable Law. 14. DATA PROTECTION AND SECURITY 14.1 DPA The DPA available at the URL identified on the Order Form or Services is incorporated into this Agreement. 14.2 AI Training Restriction Propty will not use identifiable Operator Data, tenant communications, call recordings, transcripts or personal information to train or fine-tune a general-purpose AI model for Propty, another customer or a third-party model provider absent: • Operator's separate written authorization; and • any legally required authorization from affected individuals. Processing information through an AI model to generate an output necessary to provide the Services does not itself constitute model training. 14.3 Cross-Customer Use Propty will not use identifiable Operator Data to provide another Operator with tenant-level or customer- level profiles, targeting or intelligence. 14.4 Security Propty will maintain reasonable administrative, technical and organizational safeguards appropriate to the nature of Operator Data. 14.5 Security Incidents Propty will provide notice of a confirmed Security Incident involving Operator Personal Data in accordance with the DPA and Applicable Law. 15. WARRANTIES AND DISCLAIMERS 15.1 Mutual Authority Each party warrants it has authority to enter into this Agreement. 15.2 Propty Service Warranty Propty warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry practices and will materially enforce Compliance Controls this Agreement expressly requires it to enforce. Operator's exclusive remedy for breach of this warranty is re-performance of the affected Service or, if Propty cannot materially cure the failure, termination of the affected Service and refund of prepaid unused fees. 15.3 No Legal Advice PROPTY IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE OR LEGAL REPRESENTATION. The Services may surface statutory information, generate documents, calculate deadlines or automate workflows. Such functionality is software assistance and does not create an attorney-client relationship or constitute a legal opinion regarding Operator's particular facts. Operator remains responsible for obtaining legal advice where appropriate. 15.4 Statutory Workflows Propty does not warrant that a statutory remedy is legally available where Operator supplies inaccurate or incomplete facts, uses an ineligible agreement, circumvents Compliance Controls or proceeds outside the configured workflow. 15.5 Electronic Signatures Electronic-signature functionality does not itself establish that electronic delivery satisfies a separate statutory delivery requirement. 15.6 Third-Party Services Propty does not warrant uninterrupted performance of independent Third-Party Services outside its reasonable control. 15.7 Disclaimer EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROPTY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT THAT NON-INFRINGEMENT IS ADDRESSED BY THE EXPRESS INDEMNITY IN SECTION 7.10. PROPTY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT EVERY GENERATED OUTPUT WILL BE ACCURATE WITHOUT REGARD TO THE INPUT DATA AND REQUIRED OPERATOR REVIEW. 16. LIMITATION OF LIABILITY 16.1 Excluded Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL OR LOSS OF ANTICIPATED SAVINGS, REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. This exclusion does not prevent recovery of amounts payable to a third party under a covered indemnified claim. 16.2 General Cap Except for liabilities subject to Sections 16.3 or 16.4, each party's aggregate liability arising out of or relating to this Agreement will not exceed the greater of: (a) fees paid or payable by Operator under the affected Order Form during the twelve (12) months immediately preceding the event giving rise to liability; or (b) $25,000. 16.3 Supercap The aggregate liability of either party for the following will not exceed three (3) times the General Cap: • covered indemnification obligations; • breach of confidentiality; • material breach of the DPA; • material violation of the AI-training or cross-customer-data restrictions; and • Propty's material failure to enforce an expressly mandatory Compliance Control. 16.4 Uncapped Matters Nothing in this Agreement limits: • Operator's obligation to pay undisputed fees; • either party's fraud; • either party's intentional misconduct; • either party's knowing violation of law; • Operator's intentional circumvention of Compliance Controls; • infringement or misappropriation of the other party's intellectual property; or • liability that Applicable Law prohibits the parties from limiting. 16.5 Guarantee The express refund available under the 60-Day Operational Guarantee is governed by its terms and does not increase the caps in this Section. 16.6 Allocation of Risk The parties acknowledge that the fees reflect the allocation of risk in this Agreement and that the limitations in this Section are an essential basis of the bargain. 17. INSURANCE During the term, each party will maintain commercially reasonable insurance appropriate to its business and obligations. Propty will maintain, at minimum, commercially reasonable: • commercial general liability; • technology errors and omissions/cyber liability; and • workers' compensation coverage where required. Upon reasonable request from an enterprise Operator, Propty will provide certificates evidencing applicable coverage. 18. RECORDS, AUDIT AND EVIDENCE 18.1 System Records The Services may generate timestamped records concerning communications, approvals, configurations, notices, consent, delivery and workflow events. Absent manifest error, Propty's ordinary-course system records may be used as evidence of events recorded by the Services. 18.2 Operator Records Operator will maintain records reasonably necessary to support information and legal decisions Operator supplies to Propty. 18.3 Regulatory Cooperation Each party will reasonably cooperate with the other concerning a governmental inquiry directly relating to that party's obligations under this Agreement, subject to privilege, confidentiality and reimbursement of extraordinary costs where appropriate. 19. GENERAL 19.1 Governing Law This Agreement and all disputes arising out of or relating to it are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except to the extent a nonwaivable law of another jurisdiction necessarily applies. 19.2 Exclusive Forum Except for requests for temporary or preliminary injunctive relief, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to personal jurisdiction and venue there. 19.3 Jury Trial Waiver TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 19.4 Injunctive Relief A breach involving intellectual property, confidentiality, security, unauthorized access or circumvention of Compliance Controls may cause harm for which monetary damages are inadequate. The affected party may seek appropriate injunctive or equitable relief without waiving other remedies. 19.5 Assignment Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except that either party may assign it without consent in connection with: • merger; • reorganization; • sale of substantially all relevant assets; or • change of control, provided the assignee assumes the assigning party's obligations. Operator may not assign this Agreement to a Propty competitor without Propty's written consent. 19.6 Notices Legal notices under this Agreement must be sent to the notice email/address identified on the applicable Order Form or subsequently designated in writing. Notices of termination, indemnification claims, material breach and legal process must be sent by email and nationally recognized overnight delivery or another method providing verifiable delivery. Routine operational notices may be provided electronically through the Services or email. 19.7 Force Majeure Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, excluding payment obligations. A party invoking force majeure will use commercially reasonable efforts to mitigate its effects. 19.8 Entire Agreement This Agreement, applicable Order Forms, the DPA and expressly incorporated terms constitute the entire agreement concerning the Services and supersede prior proposals or agreements concerning their subject matter. 19.9 Order of Precedence In the event of conflict: 1. an executed Order Form controls commercial terms expressly stated to override this Agreement; 2. the DPA controls with respect to processing of Personal Data; 3. jurisdiction-specific or product-specific terms control for their stated subject matter; 4. this Agreement controls; 5. other incorporated policies control. No purchase order or procurement document issued by Operator modifies this Agreement unless expressly signed by Propty. 19.10 Amendment Propty may update this Agreement prospectively upon at least thirty (30) days' notice. An amendment materially increasing Operator's financial obligations during a committed term or materially reducing Operator's rights under Sections concerning indemnification, data protection or limitation of liability will not apply during that committed term without Operator's affirmative agreement. Propty may immediately modify Compliance Controls, jurisdictional availability or legally required terms where reasonably necessary to comply with Applicable Law or third-party regulatory/network requirements. Continued use after the effective date of an otherwise permitted amendment constitutes acceptance where legally enforceable. 19.11 Waiver Failure to enforce a provision is not a waiver. 19.12 Severability If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder remains effective. 19.13 Independent Contractors The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, agency or employment relationship except that Propty may act as Operator's limited service provider solely to perform expressly authorized Services. Neither party may bind the other except as expressly authorized. 19.14 No Third-Party Beneficiaries Except for indemnified persons expressly identified in this Agreement, no person other than the parties has rights under this Agreement. 19.15 Publicity Neither party may use the other's trademarks in public marketing without permission, except Propty may identify Operator as a customer only if the applicable Order Form expressly permits such use or Operator separately consents. 19.16 Export and Sanctions Each party will comply with applicable export-control and sanctions laws in connection with the Services. 19.17 Electronic Execution The parties consent to electronic execution of this Agreement and Order Forms. Counterparts and electronic signatures are treated as originals to the extent permitted by Applicable Law. 19.18 Survival Sections concerning accrued payment obligations, Compliance Evidence, indemnification, intellectual property, confidentiality, data protection, disclaimers, limitations of liability, records and General provisions survive to the extent necessary to give them effect. ORDER FORM REQUIRED FIELDS Each Order Form should specify at minimum: • Operator legal name; • billing entity; • purchased modules; • Locations; • fees; • initial term; • renewal term; • payment frequency; • implementation fees, if any; • applicable guarantee; • DPA link; • MSA version; • notice contacts; • effective date; and • authorized signatory. For enterprise contracts, also specify any negotiated: • SLA; • security addendum; • insurance requirements; • liability-cap modifications; • support commitments; • data-residency requirements; and • jurisdiction/product restrictions.