LICENSE AGREEMENT

This License Agreement (“Agreement”) is by and between BuzzCRS, Inc a Delaware Corporation (“Licensor”) and the Company identified on the Order Form (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”

By downloading, accessing, browsing or using any part of the Services, you are agreeing to the terms of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you do not have the right or authorization to use the Services.

Recitals

WHEREAS, Licensor desires to license the Software; and

WHEREAS, Licensee desires to obtain a license to use the Software for its business purposes, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions.

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control of a party.

“Authorized User” means an individual employee or contractor of Licensee who Licensee permits to access and use the Software and/or Documentation pursuant to Licensee’s license hereunder.

“Documentation” means Licensor’s user manuals, handbooks, installation guides, and/or information relating to the Software built into the system and made available by Licensor to Licensee.

“Effective Date” means the date Licensee completed and electronically signed the Order Form.

“Software” and “Software-as-a-Service” or “SaaS” means the software that leverages Licensee’s existing property management system, allowing Licensee to transmit to tenants automated (1) outbound text messages, (2) automated outbound electronic mail messages regarding balances, (3) automated voicemail drops; (4) automated outbound calls; (5) inbound call answering utilizing artificial intelligence applications, and (6) impound text answering utilizing artificial intelligence applications.

“Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Licensor generally makes available free of charge to all licensees of the Software.

“Maintenance” means regular, often monthly, maintenance that impacts server availability. Licensee will be given notice of maintenance times and licensor must save work in advance of maintenance.

“Order Form” means the form you completed and e-signed which identifies the name of the Company, and the name and title of the Company’s authorized representative. The Order Form is herein incorporated by reference into this Agreement.

Terms
  1. GRANT AND TERM OF LICENSE. In exchange for and subject to the terms, conditions, and limitations of this Agreement, Licensor hereby grants to Licensee a limited, personal, royalty free, non-exclusive, non-transferable license (“License”) to use and access the software-as-a-service (the “SaaS”) and software (“Software,” and collectively with the SaaS, the “Products”) as provided in connection with the Services set forth below, each solely for Licensee’s internal use of the Products and Licensee’s demonstration purposes as part of its property management services (the “Purpose”), for a period of twelve (12) months from the Effective Date automatically renewing each year thereafter until terminated pursuant to Section 7 of this Agreement (the “License Period”). Such license rights do not automatically extend to third-party components the Software interacts with, except to the extent that Licensor advises Licensee, on a case-by-case basis, that any such third-party component is covered by the License. To the extent Licensor does not so advise Licensee with respect to any third-party component, Licensee’s use of such third-party component is subject to all additional license conditions imposed by the owner or licensor of such third-party component, and Licensee is responsible to take such steps as the third-party owner or licensor may require prior to such use. Subject to compliance with Section 10, Licensee may permit use of the Products by its Affiliates, and those consultants and contractors that are not competitors of Licensor, provided (a) all such use relates to the Purpose and (b) Licensee shall be responsible for the acts and omissions of all such third parties. This License does not create a right for Licensee to receive any updates or upgrades to the Products that may be issued from time to time.
  2. Fee Schedule: Licensee shall pay Licensor on a price per unit at the Properties (“Fees”) basis, per month, regardless of the status of occupancy in any given unit. The price per unit shall be the price stated on the Order Form. On or about the first (1st) day of each calendar month, Licensor shall deliver to Licensee an invoice for the Fees due for the calendar month. The Fees due will be based on the number of units at the Properties on the first day of the calendar month. Within 15th days after receipt of the invoice, Licensee shall remit to Licensor the Fees due for the calendar month. If Licensee onboards additional units after the first (1st) day of the calendar month, the Licensee shall be responsible to pay the additional Fees for the additional units the following month. For example, and solely for purposes of clarification, if there are 1,000 units on February 1st, then Licensee will be invoiced for those Units for February’s Fees. If Licensee onboards 200 additional units on February 10th, then on March 1st, Licensee will be charged for the additional 200 units onboarded on February 10th, in addition to the Fees that would regularly be due for March.
  3. RESERVATION OF RIGHTS. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
  4. DELIVERY AND SUPPORT. Licensor shall promptly provide access to the Software electronically via internet protocols to Licensee. Licensor agrees to provide Support Services to the Licensee’ s technical support team for the Software. Licensor agrees provide assistance in problem identification and resolution for Software, distribution of software change packages, and user and database support related to a Software product.  Licensor shall provide, in a commercially reasonable manner, the services as may be necessary to ensure that the Software remains operational.      
  1. All Products are provided solely for the Purpose, and Licensee agrees not to use the Products for any other purpose. Licensee shall ensure that its use of the Products for the Purpose does not violate any applicable federal, state, local, or international laws or regulations. Except as permitted under section 1, or unless it receives prior written consent from Licensor to do so, Licensee may not transfer or sub-license, either temporarily or permanently, any right to use the Products under this Agreement. Licensee agrees not to: I) otherwise copy, adapt or reproduce the Products; ii) remove, modify, decompile, disassemble, translate, enhance, or reverse engineer the Products (or otherwise attempt to derive the source code); iii) decode, decrypt the Products in whole or in part, or remove, circumvent or neutralize any security measures incorporated therein; iv) sell, assign, encumber, time share, rent, lease, lend, distribute, localize, or port the Products, allow remote access to the Products, or place the Products on any publicly accessible internet site; or v) manufacture or create derivative works of the Products, or assist any third party in doing the foregoing. At any time, Licensor may require Licensee to cease using a version of any of the Products, and may require use of an updated version for any reason. If Licensee requests support during the License Period beyond the support stated in this Agreement, Licensor has no obligation to provide any such support but if it agrees to do so it has the right to charge for its services. The Software may also include, incorporate, or link to, programs, libraries or example/reference code created using open source code, or licensed under open source license terms. Applicable open source license terms, as referenced in the relevant program, library, or example/reference code, will apply in respect of Licensee’s use and/or distribution of such program, library, or example/reference code. The use and/or distribution of any proprietary source code which may be provided to Licensee will be subject to any applicable license terms provided with such source code (or if no terms are provided, or otherwise notified to Licensee, the terms of this Agreement will apply). All such open source and proprietary source license terms must be reviewed and complied with, by Licensee. The disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all portions of the Software. Licensor shall notify Licensee in writing of all open source code incorporated into the Software. In the event additional open source code is incorporated into the Software after effective date of License, Licensor shall provide notice to Licensee in writing within thirty (30) days.
  2. COMPETITION. During the Term of this Agreement and for one (1) year thereafter, Licensee agrees not to use the Software or the SaaS, or any component or source code thereof, directly or indirectly, to create or seek to create any software or product that competes with the Software or the SaaS.
  3. TERMINATION. This License shall terminate upon: (i) thirty (30) day written notice to the other party during the term of this agreement; (ii) immediately upon written notice by Licensor of any failure by Licensee to comply with the terms of this Agreement; (iii) in the event of the insolvency of Licensee; or (iv) upon mutual agreement in writing by the parties. Any written communication of Termination must be sent to Licensor at support@buzzcrs.com to be effective. In the event of Termination under Section 7(ii) of this Agreement, Licensee shall not be entitled to a refund of fees. Within five (5) days of the termination of this License or the Agreement, Licensee agrees that it will cease all access to the SaaS and return to Licensor any and all copies of the Software provided to Licensee by Licensor under this License. Alternatively, upon written request by Licensor, Licensee shall destroy any copies of the Software, including any original, backup or archival copy that Licensee may have installed, downloaded or recorded on any computer, memory system, or magnetic or optical medium. Upon written request from Licensor, an officer of Licensee will certify in writing that it has complied with this provision and has not retained any copies of relevant Software. The Agreement, including this License, may be terminated by Licensor at any time for any reason or no reason by providing notice to Licensee in writing sent to the email address for Licensee stated on the Order Form to that effect. Upon Termination under any provision of Section 7, the parties agree that the Licensor shall have the right, at Licensor’s sole discretion, to delete or destroy any and all of Licensee’s data.
  4. OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES. Licensor and/or its licensors own the Products, and all proprietary rights therein. The Software is protected by U.S. and international copyright laws, other applicable intellectual property laws, and other applicable laws and treaty provisions. All rights to copyrights, patents, trademarks and trade secrets in the Products, and/or any modifications to the Products, shall be and remain vested in Licensor and/or its licensors. Licensee agrees to use appropriate technical, organization, and administrative measures that meet or exceed industry standards and to take all reasonable steps to protect the Products from unauthorized use, illegal reproduction, or illicit distribution. Licensee agrees that it will not copy or distribute the Products, other than as expressly allowed by this License, and Licensee agrees that it will maintain and reproduce all copyright and other proprietary notices on any copy in the same form and manner that such copyright and other proprietary notices are included on the Software. Licensee shall keep complete and accurate records of its use of the Products and use by its Affiliates, consultants and contractors and shall, on request, promptly provide to Licensor any requested data regarding such use. Licensee shall also permit and enable access and inspection, by Licensor and/or its authorized representatives, of any records kept in connection with all such use of the Software. Licensee may edit the content of any automated message generated by the Software, however Licensee agrees any modified content shall comply with applicable law and Licensee shall solely be responsible for any adverse action from the modified content. Licensee may override or modify Software applications, however, Licensee understands and acknowledge that such action may decrease the effectiveness of the Software.
  5. INDEMNIFICATION. For purposes of this Section, a party suffering Damages as defined below shall be the “Indemnified Party,” and the party whose actions or omissions gave rise to the Damages shall be the “Indemnifying Party.” Based on the foregoing, each party agrees to indemnify and hold harmless the other party, its affiliates and their respective officers, directors, employees, managers, members, affiliates and agents from and against and in respect of any and all third party claims, losses, liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys’ fees and expenses (collectively “Damages”), which shall result from, arise out of or relate to any of the following: (i) the breach by the Indemnifying Party of any provision in this Agreement; (ii) any fines or penalties imposed by any governmental authority upon the Indemnified Party on the basis of any failure by the Indemnifying Party to comply with the laws, rules and/or regulations in connection with its services hereunder; (iii) any willful or intentional act of the Indemnifying Party; or (iv) any claim, suit or proceeding by any customers of the Indemnified Party arising out of the failure of the Indemnifying Party, in connection with this Agreement and/or the Services rendered hereunder, to comply with its own policies and the policies of the Indemnified Party. The Indemnifying Party shall have the right to control the defense of any such claim, subject to the Indemnifying Party’s obligation to indemnify the Indemnified Party for the cost of defense, and the Indemnified Party shall cooperate with and provide all assistance in such defense as reasonably requested by the Indemnifying Party.
  6. CONFIDENTIALITY. Licensee acknowledges that in the course of using the Products, Licensee may obtain or be provided with information relating to the Products, and/or Licensor, its Affiliates, and the products, business, Licensees, licensors, partners and suppliers of Licensor and its Affiliates (“Confidential Information”). Such Confidential Information shall belong solely to Licensor and/or its Affiliates (or, as the case may be, relevant third parties) and includes, but is not limited to: the design, code, architecture, features, functions and modes of operation of the Products and any evaluation board; trade secrets; know-how; inventions (whether patentable or not); techniques; processes; programs; algorithms; testing procedures; other computer code; design and function specifications; product requirements; problem reports; analysis and performance information; software and hardware documents; and other technical, business, marketing and financial information. During and after the term of any License and the Agreement, Licensee agrees: (i) not to use (except as expressly authorized in this Agreement), disclose, or provide any third-party access to any Confidential Information without the prior written consent of Licensor; (ii) to take all reasonable measures to maintain the confidentiality of the Confidential Information in a manner in which Licensee would protect its own Confidential Information; and (iii) to restrict access to the Products and Confidential Information to only those Affiliates, employees, consultants or contractors of Licensee permitted access pursuant to section 1 above, as are necessary for the use of the Products in connection with the Purpose, and only after such Affiliates, employees, consultants or contractors have agreed in writing to be bound by provisions consistent with the terms of this Agreement. Obligations and conditions applicable to Licensee under this Agreement shall also apply to third parties to whom access to any Products has been allowed or enabled by Licensee. The full and proper discharge of those obligations, and compliance with all relevant conditions by any such third parties, shall be the responsibility of Licensee.
  7. NO WARRANTIES OR LIABILITIES. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED BY LICENSOR “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR PERFORMANCE OR WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. LICENSOR PROVIDES NO WARRANTY THAT THE PRODUCTS ARE FREE FROM DEFECTS OR CHARACTERISTICS THAT COULD CAUSE VULNERABILITY TO CYBER ATTACK, DATA BREACH OR PRIVACY VIOLATIONS. LICENSOR SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY LICENSEE’S INCORRECT USE OF THE PRODUCTS INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE PRODUCTS OR OTHER SOFTWARE WITH WHICH THE PRODUCTS OPERATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF THE PRODUCTS OR ANY MODIFICATIONS MADE BY LICENSEE TO THE SOFTWARE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS ARISING OUT OF OR RELATING TO THE INSTALLATION, OPERATION, USE, OR FAILURE       TO USE THE PRODUCTS. THE TOTAL LIABILITY UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE) ANY AND ALL INSTANCES AND VERSIONS OF THE PRODUCTS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE SERVICE FEES SET FORTH IN THIS AGREEMENT (IF ANY) PAID BY LICENSEE OR ONE THOUSAND U.S. DOLLARS (U.S. $1,000), WHICHEVER IS GREATER. THIS LIMITATION of damages shall not apply to claims for indemnification as provided under Section 9 of this Agreement. TO THE EXTENT ANY WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE LICENSE PERIOD.
  8. EXPORT AND END USE RESTRICTIONS. Licensee acknowledges that exports, re-exports, and transfers of the Products, and/or technical data (together, the “Commodities”) may be subject to the U.S. Export Administration Regulations (“EAR”)(15 CFR 730 et. Seq.), International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. §§ 120 et seq., and other applicable U.S. and international export control laws and regulations (together, the “Export Laws”). Licensee agrees on behalf of itself and its Affiliates, to comply with the Export Laws whenever it uses, exports, re-exports, or transfers the Commodities. Licensee acknowledges that there are certain state and federal laws that apply to the collection of debt and tenant’s rights. Licensee agrees on behalf of itself and its Affiliates, to comply with all applicable state and federal laws regarding debt collection and tenant rights.
  9. GENERAL PROVISIONS. This Agreement and the License governed by this Agreement, is not assignable, transferable or (other than as permitted hereunder) sub-licensable by Licensee without the prior written consent of Licensor, and any attempt to do so shall be void. Licensor may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement with Licensee’s prior consent, which shall not be unreasonably withheld. The Agreement may be modified only as mutually agreed in a writing signed by the parties. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally or mailed by first class, registered or certified mail, postage prepaid to the respective published principal or registered addresses of the parties. The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. The parties agree that a material breach of this Agreement adversely affecting Licensor’s and/or its licensor’s proprietary rights in the Products would cause irreparable injury to Licensor for which monetary damages would not be an adequate remedy and that Licensor and its licensors shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law subject to the limitation of liability set forth in Section 11 of this Agreement. Licensee agrees and acknowledges that the Software and Services utilizes and interacts with third-party components, including but not limited to, SMS, VM Drop, electronic mail software, and automated phone call systems and Licensor shall not be responsible for performance of those third-party components or any damages or injury resulting from performance of those third-party components.
  10. Force Majeure. A party will not be in breach of or in default under this agreement on account of and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable: (i) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and, (ii) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
  11. TENANT Data & AGGREGATED DATA. Tenant Data from Licensee’s property management system utilized or accessed by the Software, shall remain the property of Licensee. Aggregated Data, herein defined as anonymous, aggregate information collected through Licensee’s use of the Software and Services, may be used by Licensor and Licensor’s service providers to conduct certain analytical research, performance tracking and benchmarking. Licensor may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. If Licensee collects any information that identifies an individual or relates to an identifiable person (“Personal Information”) in connection with Licensee’s use of the Software, Licensee will provide and adhere to a privacy policy that clearly and accurately describes to such users what information you collect and how such information is used and shared with third parties. Licensee will make available to Licensor your privacy policies and procedures upon request. Licensee will comply with all applicable laws, regulations and third-party rights (including without limitation, the CAN-SPAM Act of 2002 and all laws regarding data privacy and the import and export of data) in connection with Licensee’s activities under this Agreement.
  12. Governing Law & Dispute Resolution
    1. Choice of Law. The interpretation, validity and performance of this Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.
    2. Binding Arbitration. Any and all claims or disputes related to, in connection with, or arising out of, in any way, whether directly or indirectly, this Agreement, the products or Services provided hereunder, or the relationship of the parties (collectively, “Claims”), will be resolved solely through a confidential, private, and binding arbitration under the rules of the American Arbitration Association (“AAA”), as such rules of the AAA may be modified hereby. Before undertaking arbitration, the Parties will make reasonable efforts to resolve all disputes informally, including but not limited to a meeting between officers of the Parties. If the Parties are unable reach an agreement within 30 days of such meeting, then either Party may initiate arbitration. The arbitrator shall have the power to provide equitable relief. The rules of discovery of the State of Delaware shall be applied by the arbitrator. The Parties waive their rights to a jury trial, and to any claim for punitive, exemplary or similar damages. The arbitrability of this provision shall be solely determined by AAA. The arbitration shall occur in Kansas City, Missouri or as otherwise agreed to by the Parties. One arbitrator shall be chosen by mutual agreement of the Parties from a list of qualified arbitrators to be provided by the AAA. To be a qualified arbitrator, in addition to meeting the AAA qualification requirements, the arbitrator must be either a practicing duly licensed attorney or a retired judge. If the Parties cannot agree on an arbitrator within 10 business days, then an arbitrator meeting the foregoing requirements shall be named by the AAA. The arbitrator shall apply the law of the State of Delaware, shall render his or her decision based on the terms of this Agreement as interpreted under such law, and shall not have the power to alter the terms of this Agreement. Arbitration shall continue without delay despite the failure of a Party to respond or participate in any arbitral proceeding. The expenses of arbitration shall initially be borne equally by the Parties, but the arbitrator shall order the losing Party to reimburse the prevailing party for costs and attorneys’ fees the prevailing Party has incurred, along with the cost of the arbitration. In the event that any party seeks relief for any Claim in any venue other than through the AAA (including, but not limited to, federal or state court), other than in connection with the enforcement of an arbitration award under this Section 16b, then the complaining party shall pay all of the costs, fees (including attorneys’ fees), and expenses of the responding party, including, but not limited to, any costs, fees or expenses related to the responding party filing a motion to compel arbitration. The Parties also agree to look solely to the Parties to this Agreement to satisfy any Claim, and further waive any and all Claims each party may have against the other party’s shareholders, officers, directors, members, managers, representatives, employees, agents, affiliates, subsidiaries, parent entities, and the family members or affiliates of any of the above. The arbitrator shall not have the power to admit, exclude, or consider evidence except in compliance with applicable Delaware law governing civil contractual actions, and shall not have the power to commit errors of law. The arbitrator shall be required to issue a written decision that states all pertinent factual and legal conclusions upon which any award is based. Any interlocutory decisions must also be in writing unless they are reported on the record. The award may be vacated or corrected by a court of competent jurisdiction for any legal error.
  13. ENTIRE AGREEMENT. The Agreement (including this Agreement and all documents herein incorporated by reference), and any terms referenced or incorporated herein, constitutes the entire agreement between Licensee and Licensor with respect to the Products provided pursuant to this Agreement and supersedes any other prior or contemporaneous agreement with respect to software licensing between Licensee and Licensor with respect thereto, but does not otherwise replace, modify or cancel any other written agreement between Licensee and Licensor.
  14. AGE AND CONSENT REQUIREMENTS. The person authorized to execute this Agreement in the Order Form represents that they are 18 years of age, and has the legal authority to sign this Agreement on behalf of the Licensee.
  15. FREE SERVICES. Certain aspects of the Software may be made available for free, however, Licensor does not guarantee to offer or maintain any free Software and Licensor may add charges for the Software at any time upon notice. Nothing in this section shall be interpreted to mean that Licensor is required to provide Software or Services free of charge.

 

SIGNATURE AND ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT

BY ENTERING YOUR NAME AND CLICKING THE “I AGREE” BUTTON ON THE ORDER FORM, YOU ARE ELECTRONICALLY SIGNING THIS AGREEMENT AND AGREEING TO ALL THE TERMS OF THIS AGREEMENT.