This CallMaX Services Agreement is entered into between MRI and Client (each a “Party” or both “the Parties”) and is subject to all of the terms and conditions of below and any corresponding Order Documents which incorporate the terms of this CallMaX Services Agreement (which shall jointly be referred to as the “Agreement”). The above Parties agree to the following:

1. DEFINITIONS

“Affiliate” means an entity controlling, controlled by or under common control with a Party to the Agreement where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.

“Client Data” means any data, media, content, and information that Client provides, generates, transfers, uploads or makes available to MRI under the Agreement, whether printed, electronic, or in some other format. Information that is collected by the System as part of the Services shall be considered information that has been provided by the Client. Client Data shall include, without limitation, documents, data, spreadsheets, photographs, video, and other media. Client Data shall also include data and information belonging to Owner as well as Owner’s customers and Client’s customers. Feedback provided to MRI by the Client shall not be considered Client Data.

“Client User” means individuals who are authorized by Client to use the Services, for whom the Service has been procured. Client Users may include but are not limited to Client, Client employees, Client Affiliates, Client Affiliates’ employees, and Owners and Owners’ employees.

“Documentation” means the user instructions, release notes, Functional Specifications, manuals and on-line help files in the form generally made available by MRI, regarding the use of the applicable Services.

“Error” means a material failure the Services to conform to its Functional Specifications that is reported by Client to and replicable by MRI.

“Functional Specifications” means those MRI specifications as set forth on www.mrisoftware.com/MRIfunctionalspecs.asp , which specifications may be updated from time to time by MRI upon posting new specifications at such web page address.

“Order Document” means the document(s), regardless of its actual name, executed by the Parties which incorporates by reference the terms of this Agreement, and describes Client’s order-specific information, such as description of Services and/or Professional Services ordered, license scope, use and restrictions, fees, milestones, if any.

“Owner” means the non-Client property owner if the Client is the manager and not the owner of such property(ies) for which the Service is utilized; If Client is the manager and not the Owner, Client represents that Client either: (i) is entering this Agreement directly in privity with MRI; or (ii) is the duly appointed agent of the Owner and has the authority to enter into and perform the Agreement and use the pursuant to the terms set forth in this Agreement. Client shall at all times be solely liable for the payment of all fees and the observance of all obligations, terms and conditions of the Agreement, regardless of any action, inaction or nonpayment by any Owner.

“Professional Services” means data conversion, implementation, site planning, configuration, integration and deployment of Services, training, project management and other consulting services as outlined in the applicable Order Document and/or statement of work.

“Services” means the on-line, web-based CallMaX answering, resident communication, voice, leasing and/or office management services provided by MRI as specified on an applicable Order Document.

“System” means the total package of hardware and Software furnished and/or maintained by MRI.

2. GRANT OF USE; RESTRICTIONS

Subject to the timely payment of the applicable fees and the terms of this Agreement, MRI grants to Client and Client Users, for the Term, the right to access and use the Services, solely for Client’s internal business purposes and as specified on the applicable Order Document. Additional Services may be purchased under additional Order Documents at the pricing in effect at the time the additional Services are added, prorated for the remainder of the then-current Term. MRI shall also provide the Professional Services as outlined in the Order Document.

Except for the rights expressly granted under this Agreement, MRI retains all right, title, and interest in and to the Services and Professional Services, including all related intellectual property rights inherent therein. No rights are granted to Client hereunder other than as expressly set forth in this Agreement. Client shall not itself, or through any Affiliate, Client User, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Services; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Services, including the license keys, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Services to any user other than Client Users; (iv) modify, adapt, translate or otherwise make any changes to the Services or any part thereof; (v) use the Services to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis, other than on behalf of Owner, if applicable; or (vi) disclose or publish, without MRI’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services.

3. TERM; RENEWAL; TERMINATION

3.1 Term and Renewal. Services commence on the date specified in the Order Document and continue for the term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Services shall automatically renew for consecutive one (1) year terms (each renewal a “Renewal Term”) at then-current pricing unless either Party gives written notice at least sixty (60) calendar days’ prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew the Services. For the purposes of the pricing notice in this Section, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”.

3.2 Termination. This Agreement may be terminated for cause by either Party provided the non-breaching Party has provided thirty (30) calendar days’ advanced written notice (ten (10) calendar days’ for breach of payment obligations) and opportunity to cure such breach during such notice period. Termination of this Agreement for any reason shall not excuse Client’s obligation to pay in full any and all amounts due, nor shall termination by either Party result in a refund of fees paid.

4. FINANCIAL TERMS

4.1 Fees and Payment Terms. Fees are specified in the applicable Order Document. Payment of all fees is due thirty (30) calendar days’ after the invoice date, unless otherwise agreed in the Order Document. Interest accrues on past due balances at the lesser of a 1½% per month or the highest rate allowed by law. Client is responsible for providing an accurate billing contact on the Order Document and updating that billing contact, as needed, from time to time such that MRI always has an accurate billing contact for Client. If Client fails to make payments of any fees due under the Agreement, Client shall be in material breach of this Agreement. MRI will be entitled to suspend its performance upon ten (10) calendar days’ written notice to Client and/or to modify the payment terms, and to require full payment before any additional performance is rendered by MRI. Notwithstanding any of MRI’s rights enumerated in this Callmax Services Agreement, if Client fails to timely pay applicable fees under an Order Document, MRI shall be entitled to collect all past and current amounts due and owing, and to accelerate all future amounts to be due, such that all remaining periodic payments for the then current term of the applicable Order Document are immediately due and owing. Client shall be responsible to pay any collection expenses (including attorneys’ fees) incurred by MRI. Unless otherwise specified, fees are not contingent in any way on the performance of Professional Services.

4.2 Taxes. Unless expressly provided otherwise, the prices in the Agreement do not include taxes. Client agrees to pay any taxes, other than those based on MRI’s net income, arising out of the Agreement. If Client is tax-exempt, Client agrees to send MRI a copy of its tax-exempt certificate prior to execution of an Order Document. Client agrees to indemnify MRI from any liability or expense incurred by MRI as a result of Client’s failure or delay in paying taxes due which shall not be subject to any limitation on liability contained herein.

5. SUPPORT AND AVAILABILITY

5.1 Service Availability. Client is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Services, including but not limited to Client’s Internet access. MRI shall use commercially reasonable efforts to make the Services available twenty- four (24) hours a day, seven (7) days a week, except for: (a) Scheduled Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) any unavailability caused by circumstances beyond MRI’s reasonable control, including without limitation, Force Majeure Events; and (e) internet service provider failures or delays. Scheduled Maintenance is defined as any maintenance performed during MRI’s then-current standard maintenance windows and any other maintenance of which Client is given at least forty-eight (48) hours advance notice. Client Error Incident is defined as any Service unavailability related to Client’s applications, Client Data, or Client’s equipment, or the acts or omissions of any user of the Service. Emergency Maintenance means downtime of the Service due to the application of urgent patches or fixes, or other urgent maintenance, recommended by MRI’s vendors, that is performed outside of Scheduled Maintenance.

Client acknowledges that MRI does not control the transfer of data over telecommunications facilities, including the Internet. MRI does not warrant secure operation of the Services or that it will be able to prevent third party disruptions of such Services. Client acknowledges further that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. MRI is not responsible for any delays, delivery failures, or other damage resulting from such problems.

5.2 Maintenance and Support. Subject to Client’s timely payment of applicable Services fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document, under MRI’s Maintenance and Support policies in effect at the time the Services are provided for the level of Services ordered. “Maintenance and Support” includes (i) phone assistance and workarounds so that the Services operate in material conformance with the Functional Specifications, and (ii) updates, all of which are provided under MRI’s Maintenance and Support Policies (as may be amended by MRI from time to time) in effect at the time the Support is provided. The Maintenance and Support Policies can be found at https://www.mrisoftware.com/maintenanceandsupport. For the avoidance of doubt, Support excludes Professional Services.

6. CERTAIN OBLIGATIONS

6.1 Passwords; Security. Client is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Client is entirely responsible for any and all activities that occur under Client’s account. Client agrees to immediately notify MRI of any unauthorized use of Client’s account or any other breach of security known to Client. MRI shall have no liability for any loss or damage arising from Client’s failure to comply with these requirements.

6.2 Client Data. Client shall comply with all applicable laws as it relates to the use of the Services and shall be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which it acquired Client Data.

6.3 Acceptable Use. Client acknowledges and agrees that MRI does not monitor or police the content of communications or data of Client or its users transmitted through the Services, and that MRI shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains Malicious Code; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (d) otherwise violates any applicable law. Client further agrees not to interfere or disrupt networks connected to the Services, not to interfere with another entity’s use and enjoyment of similar services and to comply with all regulations, policies and procedures of networks connected to the Services. Client shall be responsible for obtaining any necessary licenses, permits, and consents for MRI with respect to the installation, maintenance, and access to the System. MRI may remove any violating content posted on the Services or transmitted through the Services, without notice to Client. MRI may suspend or terminate any user’s access to the Services upon notice in the event that MRI reasonably determines that such user has violated the terms and conditions of this Agreement.

7. LIMITED WARRANTY

During the Term, MRI warrants that the Services will be free of Errors. If the Services do not perform as warranted, MRI shall use commercially reasonable efforts to correct such Errors, as Client’s exclusive remedy for any claim under this warranty. Client shall promptly notify MRI in writing of its claim. Provided that such claim is determined by MRI to be MRI’s responsibility, MRI shall, within thirty (30) business days’ of its receipt of Client’s written notice, (i) correct such Error; (ii) provide Client with a plan reasonably acceptable to Client for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from MRI, then MRI or Client may terminate the affected Service, and Client will be entitled to a refund of the pre-paid portion of the fees paid for the affected Service. The preceding warranty cure shall constitute MRI’s entire liability and Client’s exclusive remedy for cure of the warranty set forth herein. If Client elects not to terminate the Service, Client waives all rights for the applicable warranty cure set forth herein.

8. CONFIDENTIALITY AND DATA

8.1 Confidentiality. Each party (“Receiving Party”) may, during the course of its provision and use of the Service hereunder, receive, have access to, and acquire knowledge from discussions with the other party (“Disclosing Party”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations or Clients and other third party proprietary or confidential information that Disclosing Party treats as confidential, (“Confidential Information”). Confidential Information shall not include Client Data, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Receiving Party; (c) were rightfully known to the Receiving Party prior to its receipt thereof from the Disclosing Party; (d) are or were disclosed by the Disclosing Party generally without restriction on disclosure; (e) the Receiving Party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Receiving Party as shown by documents and other competent evidence in the Receiving Party’s possession. The Receiving Party shall not: (i) use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission, (ii) disclose or make the Disclosing Party’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality if its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance.

8.2 Data. All right, title and interest in and to the Client Data is owned exclusively by Client or Owner. MRI shall have the right to access and use the Client Data solely to perform its obligations in accordance with the terms of this Agreement during the Term, and as otherwise expressly permitted in this Agreement. MRI shall be permitted, to use the data generated in connection with Client’s use of the Service for any legitimate business purpose.

9. INDEMNIFICATION

9.1 MRI Indemnification Obligation. Subject to Section 9.3, MRI will defend Client from any and all claims, demands, suits or proceedings brought against Client by a third party alleging that the Service or Professional Services, as provided by MRI to Client under this Agreement infringe any patent, copyright, or trademark or misappropriate any trade secret of any third party (each, a “Claim”). MRI will indemnify Client for all damages and/or costs (including but not limited to, reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by MRI, in connection with a Claim. In the event of any such Claim, MRI may, at its option: (i) obtain a license to permit Client the ability to continue using the Service; (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate this Agreement as to the infringing Service and refund to Client any prepaid, unused fees for such infringing Service hereunder. Notwithstanding the foregoing, MRI will have no liability for any infringement claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than MRI; (2) the combination of the Service with other products, processes or technologies (where the infringement would have been avoided but for such combination); or (3) Client’s use of the Service other than in accordance with the Documentation and this Agreement. The indemnification obligations set forth in this Section 9.1 are MRI’s sole and exclusive obligations, and Client’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.

9.2 Client Indemnification Obligation. Subject to Section 9.3, Client will defend MRI from any and all claims, demands, suits or proceedings brought against MRI by a third party alleging a violation of a third party’s rights arising from Client’s provision of the Client Data or Client’s user’s misuse of the Services. Client will indemnify MRI for all damages and/or costs (including but not limited to, reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Client.

9.3 Indemnity Requirements. The party seeking indemnity under this Section 9 (“Indemnitee“) must give the other party (“Indemnitor“) the following: (a) prompt written notice any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor’s sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties. THE WARRANTIES, IF ANY, SET FORTH HEREIN ARE IN LIEU OF, AND MRI, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY SOFTWARE, SERVICE, CONTENT, DELIVERABLES OR OTHER SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY MRI, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. ALTHOUGH CERTAIN OF THE SOFTWARE AND CONTENT MAY BE DESIGNED TO HELP CLIENTS COMPLY WITH APPLICABLE LAWS AND REGULATIONS, MRI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUFFICIENCY OR ACCURACY OF THE SOFTWARE AND CONTENT IN THIS REGARD; MOREOVER, VARIOUS STATE LAWS MAY APPLY, AND THE SOFTWARE DOES NOT INCORPORATE STATE LAW REQUIREMENTS. ALL SUCH LAWS AND REGULATIONS MAY CHANGE FROM TIME TO TIME, AND THE SOFTWARE AND CONTENT MAY NOT BE UPDATED TO REFLECT SUCH CHANGES. CLIENT SHOULD CONSULT AN ATTORNEY WITH RESPECT TO COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

10.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, MRI’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED UNDER THE AGREEMENT) TO CLIENT FOR ANY CLAIM BY CLIENT OR ANY THIRD PARTIES UNDER THE AGREEMENT, WILL BE LIMITED THE FEES PAID FOR THE PRIOR TWELVE (12) MONTHS FOR THE SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM.

10.3 No Special Damages. IN NO EVENT WILL MRI BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT MRI HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Time to Bring Claim. NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST MRI MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED.

10.5 Survival. THIS SECTION 10 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.

11. GENERAL PROVISIONS

11.1 Force Majeure. Neither Party shall incur any liability to the other Party on account of any loss, claim, damage or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement (except for payment obligations), if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without any negligence on the part of the Party seeking protection under this Section. Such events, occurrences, or causes shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire or explosions (“Force Majeure Events”). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

11.2 Assignment. MRI may assign the Agreement and all of its rights and obligations herein without Client’s approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Client may assign the Services related to a specific property receiving the Services but only in the event of sale or transfer of management of the property receiving the Services and provided that the new Owner or property management company enter terms and conditions acceptable to MRI to continue receiving the Services as the property that is subject to the assignment.

11.3 Notices. Any notice required or permitted to be sent under the Agreement shall be delivered by hand; by overnight courier; by certified mail, return receipt requested; or in a conspicuous banner to the Client within the product, to the Parties first set forth in the Agreement or to such other address of the Parties designated in writing in accordance with this subsection.

11.4 Relationship. The Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither Party may bind the other Party or act in a manner which expresses or implies a relationship other than that of independent contractor.

11.5 Invalidity. If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11.6 Survival. The following provisions will survive any termination or expiration of the Agreement: Sections 1, 2, 8.1, 9, 10, and 11.

11.7 No Waiver. Any waiver of the provisions of the Agreement or of a Party’s rights or remedies under the Agreement must be in writing and include a signature by an authorized representative of each Party to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by either of the Parties hereto of a breach or of a default under any of the provisions of the Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any Party may otherwise have at law or in equity. Failure, neglect, or delay by a Party to enforce the provisions of the Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such Party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such Party’s right to take subsequent action.

11.8 Entire Agreement. The Agreement constitutes the Parties’ entire agreement relating to the Services provided for in the applicable Order Document. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the Parties relating to Services provided for in the applicable Order Document. No modification to the Agreement will be binding unless in writing and includes a signature by an authorized representative of each Party. All pre-printed terms of any Client purchase order or other Client business processing document shall have no effect. Each Party represents and warrants to the other that: (i) it has full power, authority, and legal right to execute, deliver, and perform this Agreement, (ii) each signor is duly authorized and has legal capacity to execute and deliver this Agreement and (iii) this Agreement constitutes the legal, valid, and binding obligation of the Parties, enforceable in accordance with its terms.

11.9 No Third Party Beneficiaries. This Agreement is for the benefit of the Parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a Party, any client of a Party, or any employee of a client of a Party.

11.10 Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in the State of Ohio to whose exclusive jurisdiction the Parties hereby consent. For purposes of establishing jurisdiction in Ohio under this Agreement, each Party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of such court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any such suit, action or proceeding is brought in an inconvenient forum. Each Party irrevocably waive its rights to trial by jury in any action or proceeding arising out of or relating to this Agreement or the transactions relating to its subject matter. The Parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United National Convention on Contracts for the International Sale of Goods.

11.11 Legal Fees and Costs. In the event of a dispute between the Parties regarding the enforcement of the Agreement, the prevailing Party in such dispute will be entitled to collect from the other Party the prevailing Party’s reasonable legal fees and costs.

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END OF THE CALLMAX SERVICES AGREEMENT

DATA PROTECTION AND SECURITY SCHEDULE

This Data Protection and Security Services Schedule is entered into between the MRI Software Company names in the attached Order Document (“MRI”) and the Client named in the Amendment, and the authorized representatives of the Parties hereby execute this Data Protection and Security Schedule to be effective as of the Effective Date, as defined in the Amendment.

1. Definitions

1.1 The following definitions and rules of interpretation shall apply in this Schedule:

Adequacy Decision: an adequacy decision issued by the European Commission under: (a) Article 45(3) of the EU GDPR; or (b) Article 25(6) of European Parliament Directive 95/46/EC and subsisting pursuant to Article 45(4) of the EU GDPR.

Adequacy Regulations: any adequacy regulations made pursuant to Section 17A of the UK Data Protection Act 2018.

Australian Privacy Act: the Privacy Act 1988 (Cth) of Australia, as amended from time to time, including the Australian Privacy Principles.

Canadian Privacy Legislation: the Personal Information Protection and Electronic Documents Act (PIPEDA) and substantially similar provincial privacy laws of Canada, as amended from time to time.

CCPA: the California Consumer Privacy Act, as amended by the California Privacy Rights Act.

CPA: the Colorado Privacy Act.

Data Protection Legislation: all applicable laws and regulations, in each case pertaining to the security, confidentiality, protection or privacy of the Personal Data, as amended or re-enacted from time to time, including (without limitation and to the extent applicable) the GDPR, Australian Privacy Act, Canadian Privacy Legislation, POPIA, CCPA, CPA, CTDPA, DPDPA, UCPA, and VCDPA.

CTDPA: the Connecticut Data Privacy Act.

DPDPA: the Delaware Personal Data Privacy Act.

POPIA: the Protection of Personal Information Act, 2013 of South Africa, as amended from time to time.

Data Subject Request: a request by a data subject to exercise their rights under applicable Data Protection Legislation.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EU Restricted Transfer: a transfer of Personal Data governed by the EU GDPR to a country outside of the EEA for which there is no Adequacy Decision.

EEA: the European Economic Area.

GDPR: as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.

Personal Data: the personal data processed by MRI pursuant to this Schedule.

Standard Contractual Clauses: the European Commission’s standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 as set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

Sub-Processor List: the sub-processor list setting out the sub-processors engaged by MRI to process the Personal Data, accessible through MRI’s website (currently located at www.mrisoftware.com/subprocessors).

UK Restricted Transfer: a transfer of personal data governed by the UK GDPR to a country outside of the UK for which there are no Adequacy Regulations.

UCPA: the Utah Consumer Privacy Act.

UK Addendum: the International Data Transfer Addendum to the Standard Contractual Clauses issued by the UK Information Commissioner’s Office under section 119A(1) of the UK Data Protection Act 2018.

UK GDPR: the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union (Withdrawal) Act 2018.

VCDPA: the Virginia Consumer Data Protection Act.

1.2 Unless the context otherwise requires, controller, data subject, personal data, processing/process, processor and personal data breach shall have the meaning given to them in Data Protection Legislation and the term sub-processor shall mean a processor engaged by another processor.

2. Data Processing Agreement

2.1 The Client and MRI acknowledge and agree that: (a) this Schedule governs the processing of Personal Data by MRI (acting as processor) on behalf of the Client (acting as controller) in the provision of the Services; (b) the Client shall comply with applicable Data Protection Legislation at all times, including (without limitation) providing any required notices and obtaining any required consents to enable the lawful transfer of the Personal Data to MRI and for ensuring that the written processing instructions it gives to MRI comply with applicable Data Protection Legislation; and (c) Annex I to this Schedule describes the relevant data processing details as required by Article 28(3) of the GDPR.

2.2 The Client agrees to only input into the MRI Software and/or SaaS Services and provide MRI with access to such Personal Data as is necessary for MRI to provide the Services, and to do so only in fields specifically designed to house such Personal Data. MRI shall have no liability to Client, and Client shall indemnify and hold harmless MRI on an after tax basis for all claims by third parties resulting from Client’s storing Personal Data in non-designated fields.

3. Data Processing Instructions

MRI shall process the Personal Data in accordance with the Client’s instructions. The Client instructs MRI to process the Personal Data for the provision of the Services in accordance with this Schedule (unless otherwise required to do so by EU or Member State law (where the EU GDPR applies) or the law of England and Wales, Scotland and Northern Ireland (where the UK GDPR applies), in which case MRI shall notify the Client before performing the processing required by law (unless such law prohibits MRI from so notifying the Client). The Client may provide additional lawful processing instructions to MRI, however MRI shall only be obligated to perform them if they are consistent with the terms and scope of this Schedule. MRI shall inform the Client without undue delay if, in MRI’s opinion, an instruction from the Client breaches a requirement of Data Protection Legislation, provided that this shall not obligate MRI to provide legal or professional advice or services to the Client.

4. MRI Employees

MRI shall require that its employees: (a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data; (b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and (c) are aware both of MRI’s duties and their personal duties and obligations under the Data Protection Legislation and this Schedule.

5. Security

5.1 MRI shall implement and maintain appropriate technical and organisational measures as required by Article 32 of the GDPR to protect the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access including as described in Annex II to this Schedule (as updated from time to time at the sole discretion of MRI).

5.2 MRI shall conduct regular penetration and vulnerability testing of its information technology infrastructure and networks, at a commercially reasonable frequency. Upon Client’s request, MRI shall provide a letter of attestation to Client that the testing occurred. MRI may modify the scope of such penetration and vulnerability testing provided however, that the scope shall not materially and negatively change from the execution of this Agreement.

6. Personal Data Breach Notifications

MRI shall notify the Client without undue delay after becoming aware of any personal data breach affecting the Personal Data. MRI shall (to the extent feasible) ensure that the initial notification comprises the information required under Article 33(3) of the GDPR. If MRI is unable to provide all this information in its initial notification, then MRI shall provide all further information as soon as reasonably practicable.

If the breach affecting Personal Data resulted from Client’s own actions, the Client shall immediately, on demand, reimburse MRI for any costs incurred in relation to undertaking any of the remediation efforts including all costs, losses, damages, expenses or otherwise incurred by MRI to the extent that the same arise from such actions of the Client.

7. Sub-Processors

7.1 The Client hereby provides MRI with its general authorisation to engage third party sub-processors to process the Personal Data. MRI shall make available to the Client its Sub-Processor List and the Client may subscribe for updates to such Sub-Processor List. The Client acknowledges that the Sub-Processor List will include details of all sub-processors engaged by MRI for all its products and services globally and any updates provided will not be tailored to the Software and Services being procured by the Client specifically. If, within thirty (30) days following MRI’s notification of a new Sub-Processor, the Client provides a written notice of objection to MRI and MRI chooses to retain the objected-to sub-processor, then the Client may terminate the affected Schedule and the provisions of Section 10.7 (Data Retention) and 10.8 (Destruction of Data) of the Master Agreement shall apply.

7.2 For each sub-processor that MRI engages pursuant to Section 1 above, MRI shall: (a) put in place a written agreement with the sub-processor which contains terms that provide materially equivalent protection for the Personal Data as the provisions applicable to MRI under this Schedule; and (b) remain responsible for a breach of MRI’s obligations under this Schedule if caused by the sub-processor.

8. Data Subject Requests and Other Assistance

The Client, as controller, shall be responsible for complying with Data Subject Requests and MRI shall, in a manner consistent with the functionality and nature of the Services and as consistent with MRI’s role as a processor, provide the Client with reasonably requested support at MRI’s then-current rates to enable the Client to: (a) respond to Data Subject Requests; and (b) comply with the Client’s other obligations relating to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators pursuant to Articles 32 to 36 of the GDPR. With regard to Data Subject Requests, MRI shall forward any Data Subject Request to the Client without undue delay.

9. Return and Deletion of Personal Data

MRI shall return and delete the Personal Data in accordance with Section 10.7 (Data Retention) and 10.8 (Destruction of Data) of the Master Agreement.

10. Audit

MRI shall, at the Client’s cost, make available to the Client on reasonable request such information that is in its possession or control as is necessary to demonstrate MRI’s compliance with the obligations placed on it under this Schedule) provided that under no circumstances shall a Client be granted access to MRI’s offices, facilities, storage devices or infrastructure. MRI shall be entitled to withhold information and limit access to information on grounds of commercial sensitivity and/or confidentiality and shall not be obligated to provide such information that the Client can obtain for itself via the Services.

11. International Transfers of Personal Data

11.1 Any EU Restricted Transfer or UK Restricted Transfer between Client and MRI shall be governed by the Standard Contractual Clauses and/or UK Addendum in accordance with the Appendix to this Schedule. For so long as it is lawfully permitted, transfers of Personal Data between the EEA and UK shall be made pursuant to the relevant Adequacy Decision and Adequacy Regulations. In the event that it becomes no longer lawfully permitted to rely on either an Adequacy Decision or the Adequacy Regulations, any EU Restricted Transfer or UK Restricted Transfer shall become governed automatically by the Standard Contractual Clauses and/or UK Addendum (as applicable) in accordance with the Appendix to this Schedule until either ceases to be an appropriate safeguard (in which case MRI shall inform the Client of the alternative to be used).

11.2 Nothing in this Schedule is intended to modify or contradict the Standard Contractual Clauses and/or the UK Addendum or prejudice the fundamental rights or freedoms of data subjects under the GDPR. To the extent that there is any conflict between this Schedule and the Standard Contractual Clauses and/or the UK Addendum, the Standard Contractual Clauses and/or the UK Addendum shall take precedence.

12. State Specific Terms

Notwithstanding anything to the contrary in the Agreement, the following clause shall apply for Clients processing Personal Data of data subjects located where Data Protection Legislation so requires:

12.1 MRI shall not: (1) “Sell” or “Share” Personal Data as those terms are defined under Data Protection Legislation; (2) retain, use, disclose, or otherwise Process Personal Data except as necessary for the business purposes specified in the Agreement or this Schedule; (3) retain, use, disclose, or otherwise Process Personal Data in any manner outside of the direct business relationship between Client and MRI except as necessary for the business purposes specified in the Agreement or this Schedule; or (4) combine any Personal Data with Personal Data that MRI receives from or on behalf of any other third party or collects from MRI’s own interactions with Data Subjects, provided that MRI may so combine Personal Data for a purpose permitted under Data Protection Legislation if directed to do so by Client or as otherwise expressly permitted by the Data Protection Legislation.

12.2 MRI shall: (1) notify Client if MRI becomes aware that it is no longer able to meet its obligations under applicable Data Protection Legislation; and (2) take reasonable and appropriate steps to help ensure that Personal Data use is consistent with Client’s obligations under applicable Data Privacy Legislation.

13. Australian Privacy Act Compliance

Notwithstanding anything to the contrary in the Agreement, where Personal Data is subject to the Australian Privacy Act, MRI shall: (1) comply with the Australian Privacy Principles to the extent applicable to MRI as a processor; (2) take reasonable steps to protect Personal Data from misuse, interference, loss, and unauthorised access, modification, or disclosure; and (3) upon reasonable request, provide the Client with information necessary to enable the Client to respond to complaints or requests from data subjects under the Australian Privacy Act.

14. Canadian Privacy Legislation Compliance

Notwithstanding anything to the contrary in the Agreement, where Personal Data is subject to Canadian Privacy Legislation, MRI shall: (1) use or disclose Personal Data only for purposes that a reasonable person would consider appropriate in the circumstances; (2) implement safeguards appropriate to the sensitivity of the Personal Data to protect it against loss or theft, and unauthorised access, disclosure, copying, use, or modification; (3) upon reasonable request, provide the Client with information necessary to enable the Client to respond to access requests or complaints from data subjects under Canadian Privacy Legislation; and (4) where required by applicable Canadian privacy law, obtain Client’s consent before transferring Personal Data outside of Canada.

15. POPIA Compliance

Notwithstanding anything to the contrary in the Agreement, where Personal Data is subject to POPIA, MRI shall: (1) process Personal Data only for the specific, explicitly defined, and lawful purposes for which it was collected; (2) implement appropriate technical and organisational measures to secure the integrity and confidentiality of Personal Data in its possession or under its control by taking reasonable steps to prevent loss of, damage to, or unauthorised destruction of Personal Data, and unlawful access to or processing of Personal Data; (3) upon reasonable request, provide the Client with information necessary to enable the Client to respond to requests from data subjects exercising their rights under POPIA; and (4) notify the Client promptly of any security compromise that may affect Personal Data subject to POPIA.

Appendix – International Personal Data Transfers

The roles of each Party as a controller/exporter and as a processor/importer for each of Scenarios A to D (inclusive) below are set out in the table at Annex I(A) to this Schedule.

SCENARIO A: EU Restricted Transfers – Controller to Processor

For EU Restricted Transfers, where a Party in the role of controller/exporter transfers Personal Data to a Party in the role of processor/importer, the Standard Contractual Clauses (Module 2), which are incorporated by this reference, shall apply and be deemed completed as follows:

Optional clause 7 (Docking Clause) of the Standard Contractual Clauses shall not apply.
In sub-processing clause 9(a) of the Standard Contractual Clauses, Option 2 (General Written Authorisation) shall apply, and the procedure for sub-processor appointments, change notifications and objections shall be in accordance with Section 7 of this Schedule.
MRI shall return and delete the Client’s data in accordance with Section 9 of this Schedule and, for the purposes of clauses 8.5 and 16(d) of the Standard Contractual Clauses, MRI shall, without undue delay, certify the deletion of the Client’s data following a written request from the Client to do so.
The Client may exercise the information provision and audit rights under clause 8.9 (Documentation and Compliance) of the Standard Contractual Clauses in accordance with Section 10 of this Schedule.
In clause 11 (Redress) of the Standard Contractual Clauses, the optional redress text shall not apply.
In clause 17 (Governing Law) of the Standard Contractual Clauses, Option 1 and the laws of Ireland shall apply.
In clause 18 (Choice of Forum and Jurisdiction) of the Standard Contractual Clauses, the courts of Ireland shall apply.
Annex I of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex I to this Schedule.
Annex II of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex II to this Schedule.

SCENARIO B: EU Restricted Transfers – Processor to Controller

For EU Restricted Transfers, where a Party in the role of processor/exporter transfers Personal Data to a Party in the role of controller/importer, the Standard Contractual Clauses (Module 4), which are incorporated by this reference, shall apply and be deemed completed as follows:

Optional clause 7 (Docking Clause) of the Standard Contractual Clauses shall not apply.
In clause 11 (Redress) of the Standard Contractual Clauses, the optional redress text shall not apply.
In clause 17 (Governing Law) of the Standard Contractual Clauses, the laws of Ireland shall apply.
In clause 18 (Choice of Forum and Jurisdiction) of the Standard Contractual Clauses, the courts of Ireland shall apply.
The party details and description of transfer for Annex I(A) and Annex 1(B) of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex I(A) and Annex I(B) to this Schedule.

SCENARIO C: UK Restricted Transfers – Controller to Processor

For UK Restricted Transfers, where a Party in the role of controller/exporter transfers Personal Data to a Party in the role of processor/importer, the UK Addendum, which is incorporated by this reference, shall apply as follows:

In Table 1, the party details and start/signature date shall be deemed completed by the information set out in Annex I(A) to this Schedule.
Table 2 shall be deemed completed with the second check box option in relation to the “Addendum EU SCCs” together with Module 2 of the Standard Contractual Clauses and the following options: (a) optional clause 7 (Docking Clause) shall not apply; (b) Option 2 (General Written Authorisation) of clause 9(a) shall apply, and the procedure for sub-processor appointments, change notifications and objections shall be in accordance with Section 7 of this Schedule; and (c) the optional redress text under clause 11 (Redress) shall not apply.
In Table 3, the list of parties, description of transfer, sub-processors and technical and organisational measures for Annex I(A), Annex I(B) and Annex II of the Standard Contractual Clauses shall be deemed completed by the information set out in Annex I(A), Annex I(B) and Annex II to this Schedule.
In Table 4, neither party may end the UK Addendum when the “Approved Addendum” changes.
MRI shall return and delete the Client’s data in accordance with Section 9 of this Schedule and, for the purposes of clauses 8.5 and 16(d) of the Standard Contractual Clauses, MRI shall, without undue delay, certify the deletion of the Client’s data following a written request from the Client to do so.
The Client may exercise the information provision and audit rights under clause 8.9 (Documentation and Compliance) of the Standard Contractual Clauses in accordance with Section 10 of this Schedule.

SCENARIO D: UK Restricted Transfers – Processor to Controller

For UK Restricted Transfers, where a Party in the role of processor/exporter transfers Personal Data to a Party in the role of controller/importer, the UK Addendum, which is incorporated by this reference, shall apply as follows:

In Table 1, the party details and start/signature date shall be deemed completed by the information set out in Annex I(A) to this Schedule.
Table 2 shall be deemed completed with the second check box option in relation to the “Addendum EU SCCs” together with Module 4 of the Standard Contractual Clauses and the following options: (a) optional clause 7 (Docking Clause) shall not apply; (b) the optional redress text under clause 11 (Redress) shall not apply; and (c) exporter/importer personal data combinations shall not apply.
In Table 3, the list of parties, description of transfer and technical and organisational measures for Annex I(A), I(B) and Annex II of the Standard Contractual Clauses shall be deemed completed by the information set out in Annex I(A), I(B) and Annex II to this Schedule.
In Table 4, neither party may end the UK Addendum when the “Approved Addendum” changes.

Annex I – Description of Processing

A. LIST OF PARTIES

Signature and date: By entering into the Agreement, the data exporter and data importer are deemed to have signed these Standard Contractual Clauses incorporated herein as of the effective date of the Agreement.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

Client (Owners/Companies)
Client’s customers (tenants/residents)
Client’s employees and staff
Suppliers

Categories of personal data transferred:

Contact Details
Financial or Payment Details
Files, Images, or Videos
Contractor Insurance Information
Contractor CIS information
VAT information

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

Not applicable.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous.

Nature of the processing:

Provision of the Services under the terms of the Agreement.

Purpose(s) of the data transfer and further processing:

Provision of the Services under the terms of the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

For the term of the Agreement.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Set out in the Sub-Processor List.

C. COMPETENT SUPERVISORY AUTHORITY

With regard to Scenario A (EU Restricted Transfers – Controller to Processor) of the Appendix, the competent supervisory authority/ies in accordance with clause 13 of the Standard Contractual Clauses shall be the Irish Data Protection Commissioner.

Annex II – Technical and Organisational Measures

The then-current technical and organizational measures applicable to the relevant MRI platform are accessible through MRI’s website (currently located at https://info.mrisoftware.com/technical-and-organisational-measures.

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END OF DATA PROTECTION AND SECURITY SCHEDULE

SELF-CERTIFICATION DOCUMENT

I hereby certify that, _________________________________________ (“Client”), with a registered office located at ______________________________________

___________________________________________________________________________________________________________________________________

continues to utilize its License Software and/or SaaS Services in full conformity with the use rights and restrictions under its Agreement with MRI Software. Client agrees that submission of this Self-Certification does not waive any other audit rights granted to MRI under the Agreement.

Signature: __________________________________________

Print Name: ________________________________________

Title: ______________________________________________

Date: ______________________________________________

MRI Client ID: _______________________________________

Send Self-Certification Document to:

Fax: 216-803-4339

Email: legal@mrisoftware.com

Mail: MRI Software, LLC

Attn: Legal Department

28925 Fountain Parkway

Solon, Ohio 44139

All documents must be received prior to its certification date.

Callmax Version 3 – May 2026

Callmax Services Agreement