Flex Partner Terms of Service

These Flex Partner Terms of Service (the “Agreement”) are between Flexible Finance, Inc.,a Delaware Corporation, including its related, affiliated or subsidiary companies (together, “Flex”), and the party identified as the customer in the applicable order form (such customer, the “Customer” and such order form, the “Order Form”) and are effective as of the date the parties enter into an Order Form incorporating these terms (the “Effective Date”). Flex offers various consumer services and products, including rent payment, credit, and rent-related services (each a “Service” and collectively, the “Services”). Customer is a property management company or residential property owner and desires to offer and promote the Services to tenants residing in those residential rental properties managed or owned by Customer (“Properties”). Customer desires to allow Flex to provide the Services to its residential tenants of the Properties (“Tenants”) and to appoint Flex as its payment collection agent for purposes of facilitating rent payments to Customer. The parties hereby agree as follows:

1. Flex Service.Subject to all terms and conditions of this Agreement, Flex will provide the Services to Customer and its Tenants who reside at the Properties identified by Customer. Customer may add, modify or remove any such Properties from access to the Services from time to time by providing Flex with no fewer than thirty (30) days’ advance written notice. Nothing in this Agreement shall restrict or limit Flex from offering the Service or performing such services to any other entity. Flex will provide such resources and utilize such employees and/or consultants as it deems necessary to perform the Services. The manner and means used by Flex to perform the Services desired by the Customer are in the sole discretion and control of Flex. Flex reserves the right to modify or discontinue a Service (in whole or in part) at any time by giving thirty (30) days’ prior written notice to Customer.

2. Customer Obligations.

2.1 Flex as Limited Payment Agent.Customer appoints Flex as its payment collection agent for the limited purpose of accepting payments due to Customer from Tenants. Customer agrees that a payment made by a Tenant to Flex shall be considered the same as a payment made directly to Customer, and Customer will make available the property leased to the Tenant pursuant to the lease terms as if Tenant’s payment had been delivered directly to the Customer. Customer agrees not to charge any fees directly to Tenants in order to use the Services. Customer further understands and agrees that Flex is not responsible for any past or overdue rent owed to Customer by any Tenant as of the date such Tenant commenced use of the Service. In accepting appointment as the limited payment collection agent of Customer, Flex assumes no liability for any acts or omissions of the Customer. For avoidance of doubt, nothing in this Agreement is intended or should be construed to give rise to a tenant-landlord relationship between Flex and Customer.

2.2 Marketing the Flex Service.Customer (i) agrees to and does grant Flex access to personal information (e.g., name and email) for those residents of the Properties, including residents who are not utilizing the Services (“Resident Data”), so that Flex may market and provide the Services directly to such residents; (ii) shall market and promote the Services as reasonably requested by Flex, including by sending emails to residents of the Properties and adding a widget to Customer’s website to promote the availability of the Services as a rent payment option; and (iii) represents and warrants that it has the rights necessary to provide Flex with such access and described in this Section 2.2. Customer shall not recommend, market, endorse or promote to Tenants any third-party service that competes with the Services, nor shall Customer facilitate or permit the integration of any such competitive service in connection with any of the Properties during the Term.

2.3 Access to Customer’s Technical Integrations.Customer agrees to and does grant Flex access to Customer’s technical integrations, including third-party integrations, and Resident Data, so that Flex may provide and improve the Services, and Customer shall provide all items and assistance reasonably necessary to enable such access, including, without limitation, login credentials. Customer understands that Flex’s performance is dependent on Customer’s actions and assistance, and Customer represents and warrants it has the rights necessary to provide Flex with such access in accordance with this Agreement.

3. Roles & Responsibilities.

3.1 Flex Responsibilities as a Service Provider.With respect to the California Consumer Privacy Act, as amended by the California Privacy Rights Act and its implementing regulations (“CCPA”) and to the extent that Customer has Tenants in California, Flex operates as a Service Provider to the Customer. To the extent that the CCPA is applicable, Flex shall limit its processing of the Resident Data shared by the Customer to the permitted purposes outlined in Section 2 of this Agreement. Flex shall not process, transfer, modify, amend, alter or disclose any Resident Data outside of these permitted purposes and will not combine the Resident Data with data received from or on behalf of another business or that Flex collects from, or which results from, its own interactions or relationship with the Resident. Flex will not engage in the “sale” of Resident Data, as that term is defined under the CCPA. Flex will implement reasonable administrative, technological, and physical security measures to prevent the unauthorized access to or disclosure of Resident Data and shall cooperate in any investigations of a security incident involving Resident Data. Flex will ensure that all personnel with access to Resident Data have committed themselves to the confidentiality of such Resident Data and will train such personnel on their responsibilities with respect to the Resident Data. Upon proper notice, Flex will allow Customer to review and assess its compliance with the data protection provisions of this Agreement and data protection laws at least once every twelve (12) months. Flex will notify Customer if it is unable to meet the requirements of this Agreement as it relates to the security and confidentiality of Resident Data. Customer acknowledges and agrees that it shall promptly notify Flex upon its determination that Customer is subject to one or more applicable consumer data protection laws at any point during the Term, and shall cooperate with Flex to identify the Resident Data subject to such consumer data protection laws (“Restricted Resident Data”).

3.2 Customer Responsibilities.Customer agrees to comply at all times with its obligations under applicable data protection laws. Customer will provide all necessary, fair and transparent information and notices to, and obtain all necessary consents prior to sharing or providing Flex access to Resident Data. Customer will ensure that such information and notices detail (i) the purposes of processing of Resident Data, (ii) the recipients of Resident Data, and (iii) rights with respect to the Resident Data.

4. Confidentiality.By virtue of this Agreement, each party (the “Discloser”) may disclose to the other party (the “Recipient”) Confidential Information. Subject to the exceptions listed below, “Confidential Information” shall be defined as non-public information, including, without limitation, trade secrets, know-how, inventions, developments, software, and other financial, business or technical information, that is disclosed by Discloser to the Recipient in relation to this Agreement and which is marked or otherwise designated as proprietary or confidential at the time of disclosure, or which by its nature would be understood by a reasonable person to be proprietary or confidential. However, Confidential Information shall not include any information that the Recipient can demonstrate is: (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the disclosing party, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. The Recipient agrees to (i) hold the Discloser’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third party other than Recipient’s employees and agents who have a need to know to exercise the Recipient’s rights perform its obligations under this Agreement and who are similarly bound (consistent with the restrictions in this Agreement) to protect the Confidential Information, (ii) use reasonable care to protect the Discloser’s Confidential Information, and (iii) except as expressly permitted hereunder, not to use such Confidential Information for any purpose without the Discloser’s written consent. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the Recipient as a matter of law or by order of a court, provided that the Recipient provides, to the extent legally permissible, the Discloser with prior notice of such obligation to disclose and reasonably assists in obtaining a protective order therefor. At the end of the Term, the Recipient will promptly return or destroy the Discloser’s Confidential Information. If the Recipient elects to destroy such Confidential Information, it will certify in writing to Discloser that it has done so in accordance with the terms of this Section 4.

5. Subcontractors.Where Flex engages any subcontractor to assist in the processing of Restricted Resident Data, it will do so pursuant to a written contract binding the subcontractor to the same or substantially similar requirements of this Agreement with respect to the privacy, security, and confidentiality of such Restricted Resident Data. The subcontractor will be limited to processing the Restricted Resident Data for the purposes outlined in this Agreement.

6. Term and Termination.This Agreement commences on the Effective Date and shall continue until terminated in accordance with this Section (“Term”). Unless otherwise set forth on an applicable Order Form, this Agreement may be terminated for convenience by either party upon thirty (30) days’ prior written notice. Further, Flex may immediately terminate the Agreement (i) if, for any reason, it is unable to make rental payments on behalf of Tenants, or (ii) subject to applicable law, upon the Customer’s liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Upon termination of this Agreement, the Parties will commence a wind-down period of no less than 180 days (the “Wind-Down Period”) and cooperate to take reasonable steps to ensure an orderly wind-down of Flex and the Services at all Properties and to mitigate the adverse impact of the termination on any Tenants. Such steps may include, but are not limited to, cooperating with Flex to inform Properties and Tenants of the changes to the availability of the Services; continuing to provide access to relevant Customer systems in order to facilitate the wind-down of the Services; and providing general assistance to wind-down the Services, as reasonably requested by Flex. Each party’s obligations and use restrictions hereunder shall continue during the Wind-Down Period; and after the Wind-Down Period, each party’s obligations under Sections 3, 4, 5 and 7 through 12 (inclusive), as well as all use restrictions hereunder, shall survive termination or expiration of the Agreement. In accordance with Section 4 of this Agreement, upon termination and/or at the end of the Term (i) Customer will return to Flex all Flex Confidential Information and (ii) Flex will return to Customer or destroy, at Customer’s request, all Customer Confidential Information, including Resident Data.

7. Rights.No intellectual property rights are assigned or transferred in connection with this Agreement. Subject to the terms and conditions of this Agreement and to the extent Customer accesses the Service through Flex’s online platform, Flex hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license to access and use the Service solely as necessary to offer the Service to residential tenants residing in the Properties. Customer will not (and will not allow any third party to): (i) modify or create derivatives of the Service, (ii) reverse engineer, decompile or otherwise attempt to discover the source code or underlying algorithms for the Service, or (iii) use the Service for the benefit of any third party other than Tenants or for any other commercial purpose.

8. Warranty; Disclaimer.

8.1Each party represents and warrants that (i) it has full power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted herein, and (ii) it will comply with all applicable laws, rules and regulations in connection with its performance under this Agreement. For the avoidance of doubt, Customer represents and warrants that it has the authority and rights to provide Flex with access to any technical integration as set forth in this Agreement and to provide Flex with the information required for Flex to provide the Service, including marketing the Service to residents of the Properties. Additionally, Flex represents and warrants that the Service provided hereunder will be performed in a professional manner.

8.2THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, INCLUDING THOSE IN SECTION 8.1 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED. FURTHER, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. FLEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE OR THAT THE SERVICE WILL MEET CUSTOMER’S EXPECTATIONS.

9. Limitations on Liability.EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 10 (INDEMNITY), IN NO EVENT WILL EITHER PARTY (OR ITS CONTRACTORS, LICENSORS, OR SUPPLIERS) BE LIABLE UNDER THE SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY (I) INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (WHETHER OR NOT FORESEEABLE), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) DAMAGES, IN THE AGGREGATE, EXCEEDING THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO FLEX HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING ANY CLAIM AND (B) TEN THOUSAND ($10,000) DOLLARS. EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY MATTERS BEYOND ITS REASONABLE CONTROL.

10. Indemnity.Customer shall indemnify, defend, and hold harmless Flex and its affiliates and their respective employees, agents, representatives and directors (collectively with Flex, the “Flex Indemnitees”) from and against any third party, including any government agency or regulator, claim or allegation (each, a “Claim”) arising out of Customer’s (i) breach of its representations, warranties or covenants set forth in this Agreement, (ii) negligent, reckless or willful conduct or (iii) violation of applicable laws or regulations, including but not limited to, data protection laws. Flex shall indemnify, defend and hold harmless Customer and its affiliates and their respective employees, agents, representatives and directors (collectively with Customer, the “Customer Indemnitees”) from and against any Claims that the Service infringes on a third party’s intellectual property rights. Each party’s indemnification obligations are contingent on the Flex Indemnitees or Customer Indemnitees, as the case may be, providing indemnifying party (1) prompt written notice of any such Claim, and (2) control of the defense and settlement thereof (provided further that any settlement of such claim that does not contain an unconditional release of any Indemnitee will require the prior written consent of such Indemnitee).

11. Governing Law and Dispute Resolution.This Agreement will be governed by the procedural and substantive laws of the State of New York, without regards to its conflicts of laws principles. This Agreement is prepared and executed and shall be interpreted in the English language only, and no translation of the Agreement into another language shall have any effect. In any legal action relating to this Agreement, the parties agree to the exclusive exercise of jurisdiction by the state and federal courts in New York County, New York. It is expressly agreed that a material breach of this Agreement may cause irreparable harm to the non-breaching party and that a remedy at law may be inadequate. Therefore, in addition to any and all remedies available at law, each party shall be entitled to seek injunctive relief against the breaching party in the event of any threatened or actual violation of any or all provisions in this Agreement. The prevailing party in any arbitration or judicial action brought to enforce or interpret this Agreement or for relief for its breach shall be entitled to recover its costs (including its share of arbitration fees) and its reasonable attorney(s)’ fees therein incurred.

12. Miscellaneous (i) Notices. All notices under this Agreement will be in writing and in English. Notices delivered to Customer shall be at the address first stated above or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Flex shall sent to: 228 Park Avenue S. #75995, New York, NY 10003-1502 with a copy emailed to legalnotices@getflex.com. Notices to Customer shall be at the name and address set on the applicable Order Form. (ii) Severability. If any term or provision of this Agreement is determined to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. In any event, all other terms and provisions shall be deemed valid and enforceable to the maximum extent possible. (iii) Force Majeure. Flex shall not be liable for any loss, damage, or penalty arising from delay due to causes beyond its reasonable control. (iv) Assignment. Neither party shall assign or transfer this Agreement without the other party’s prior written consent; provided that, either party may, without consent, assign this Agreement to any of its affiliates or to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation or otherwise). Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties. (v) Updates to the Agreement. Flex may revise this Agreement from time to time by posting the modified version athttps://getflex.com/pmc-terms. By continuing to access or use a Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement. If Customer has a separate written agreement with Flex that materially conflicts with the modifications, these online Terms of Service will not apply. (vi) Affiliates of Customer. The rights granted under this Agreement apply only to the Customer entity that enters into the applicable Order Form. Customer may not extend its rights to any Customer Affiliate (defined below) under any Order Form. However, Customer Affiliates shall be entitled to enter into one or more Order Forms with Flex pursuant to this Agreement and, in such circumstances, all references in this Agreement to Customer shall be deemed to be applicable to the Customer Affiliate with respect to that particular Order Form, unless otherwise set forth in writing. With respect to each such Order Form, such Customer Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Customer Affiliate. Each Order Form is a separate obligation of the Customer entity that enters into such Order Form, and the rights granted in connection with such Order Form are solely for the benefit of such Customer entity that enters into such Order Form, and no other Customer entity has any liability, obligation or rights under such Order Form. “Customer Affiliate” shall mean any entity controlling, controlled by or under common control with Customer, where control (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise. (vii) Publicity. Customer hereby agrees that Flex (a) may list Customer’s name in Flex’s marketing materials and (b) may include Customer’s or its Tenants’ testimonials, as approved by Customer in advance, in connection with Flex’s marketing efforts. (viii) Complete Agreement. This Agreement, including any Order Form incorporating these terms, is the complete and exclusive statement of the agreement between the parties regarding the subject matter hereof, which supersedes all proposals, oral or written, and all other communications between the parties relating to such subject matter. (ix) Waivers; Modifications. No modification, waiver or consent hereunder will be effective unless such modification is in accordance with Section 12(v) or in writing and signed by the party against which enforcement is sought. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such party to enforce such provision or any other provision. (x) Certification. Where required by applicable data protection laws, Flex understands and accepts the restrictions outlined within this Agreement with respect to Restricted Resident Data. (xi) Independent Contractor. Nothing contained in this Agreement shall be construed to create or imply a joint venture, business partnership, landlord-tenant or employment relationship between the parties.

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