1. Term. This Agreement is made for an initial term of one year. Unless a written notice of termination is given, this Agreement and any Addendum attached hereto will automatically renew on a month-to-month basis under the same conditions as set forth herein; provided, that unless Client is in material default under this Agreement, BubbleGum BI shall give written notice of termination during such time as any Services (as hereinafter defined) paid for in advance by Client remain unperformed.

2. Termination. Notwithstanding the foregoing, Client may, at any time, with or without cause, terminate this Agreement and/or any Addendum hereto immediately upon thirty (30) day written notice to BubbleGum BI. If so terminated and BubbleGum BI is not in default hereunder, the Client will, as full compensation to which BubbleGum BI shall be entitled, make payment to BubbleGum BI as provided in Paragraph 5 of this Agreement, for the Services performed in accordance herewith prior to the date of termination. If Client has paid fees or expenses creditable to any period after the effective date of such termination, BubbleGum BI shall refund to such portion of paid fees and expenses within thirty (30) days following the date of termination.

3. Transfer of Services. Upon notice of change in management or ownership, this Agreement shall transfer to new management or ownership, unless terminated by written notice as stated in Paragraph 2.

4. Services. BubbleGum BI shall provide to Client those services (the "Services") described in Addendum A attached hereto for Client. BubbleGum BI shall perform the Services diligently and in a professional and competent manner, consistent with the standard of performance generally applicable to professionals' performing services of similar scope and complexity for national owners and operators of multifamily real estate. All Services performed and documentation (regardless of format) provided by BubbleGum BI shall be in accordance with all applicable federal, state, county, and municipal statutes, ordinances, regulations, and to the highest professional standards, free from errors and omissions. BubbleGum BI shall be fully responsible for the cost of changes resulting from errors, omissions, ambiguities, coordination problems, and other defects in the documentation. If requested by the Client, BubbleGum BI shall promptly replace any employee or agent performing the Services if, in the opinion of Client, such performance is unsatisfactory.

5. Compensation. Client shall pay (or shall cause to be paid, as applicable) to BubbleGum BI compensation for the Services as and when set forth in Client Order Form.

6. No Guarantee. Nothing in this Agreement shall be construed as creating any guarantee by BubbleGum BI to Client with respect to performance increases based on access by Client's in connection with the Services.

7. Ownership. All copyrights and other rights in works of authorship, trademarks and service marks (whether or not registered), trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary and industrial property rights in or related to the Services ("BubbleGum BI IP") are and will remain the exclusive property of BubbleGum BI, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Services are used or licensed. Client will not take any action that jeopardizes BubbleGum BI's proprietary rights or acquire any right in the Services or the Confidential Information, as defined in Section 8 below. Unless otherwise agreed on a case-by-case basis, BubbleGum BI will own all rights in any copy, translation, modification, adaptation, or derivation of the Services, Service-Related Materials (defined below in this Section) or other items of Confidential Information, including any improvement or development thereof. Client will, at no cost or expense, obtain, at BubbleGum BI's request, the execution of any reasonably acceptable instrument to Client, which is required to assign these rights to BubbleGum BI or perfect these rights in BubbleGum BI's name.

All BubbleGum BI IP used in, for or in connection with the Services, in whatever form, including any documentation or work product relating to or describing the Services, such as manuals, charts, images, reports or forms ("Service Related Materials") provided by BubbleGum BI, are furnished to Client only under a commercial, nonexclusive, non-transferable, non-assignable license solely for Client's own internal use, and for no other use unless expressly provided by this Agreement.

8. Confidentiality. "Confidential Information" means any material, data, or information in whatever form or media of the disclosing party that is provided or disclosed to the receiving party by the disclosing party or its Affiliates, or through the receiving party's use of the Services or integrated third party services, including the price paid per property, except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to the receiving party or its employees, agents, or representatives prior to such disclosure or is independently developed by the receiving party or its employees, agents, or representatives subsequent to such disclosure; or (c) subsequently lawfully obtained by the receiving party or its employees, agents, or representatives from a third party without obligations of confidentiality. The receiving party shall exercise the same degree of care and protection with respect to the Confidential Information of the disclosing party that it exercises with respect to its own confidential information, and shall not directly or indirectly disclose, distribute, republish, or allow any third party to have access to any Confidential Information of the disclosing party without first receiving the disclosing party's express written permission.

9. Limitation of Liability; Indemnification.

a. BubbleGum BI shall indemnify, defend and hold Client and their respective affiliates, direct or indirect members, partners, shareholders, principals, trustees, beneficiaries, directors, officers, employees, (collectively, the "Client Indemnified Parties") harmless from and against all liabilities, claims, complaints, costs (including reasonable attorney's fees and costs), and expenses to the extent arising out of: (i.) a third-party claim resulting from any breach of this Agreement by BubbleGum BI, and/or any error (including, without limitation, any breach of Paragraphs 11, and 12 of this Agreement), negligent or wrongful act of BubbleGum BI, its consultants and their respective servants, employees, officers, shareholders, members, partners, directors, subcontractors, agents, invitees or licensees in the performance of Services under this Agreement; (ii) a third-party claim alleging infringement of any claimed copyright, patent or other property right arising out of performance of the Services or use by and of the Client Indemnified Parties of the documents and other materials or other deliverables produced or provided by or on behalf of BubbleGum BI in connection therewith (including, without limitation, any software that is part of or that comprises any part of such deliverables); (iii) any alleged or actual violation of applicable law, regulation or ordinance; and/or (iv) any claim made by employees or agents of BubbleGum BI.

b. Client shall indemnify, defend and hold BubbleGum BI harmless from and against all liabilities, claims, complaints, costs (including reasonable attorney's fees and costs), and expenses to the extent arising out of: (i) a third-party claim resulting from Client's gross negligence, intentional misconduct or unlawful activity of Client or its operators in the maintenance or operation of any properties under their control; and/or (ii) a third-party claim alleging any infringement of any claimed copyright, patent or other property right of any third party arising out of the use by BubbleGum BI of materials provided by Client, Client, or its operators.

c. The indemnified party shall not, without the prior written consent of the indemnifying party (which consent shall be in the indemnifying party's sole discretion), effect any settlement of any pending or threatened claim unless: (i) such settlement includes an unconditional release of the indemnifying party, in form and substance reasonably satisfactory to such indemnifying party, from all liability on the claims that are the subject matter of such claim; and (ii) such settlement does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any party to this Agreement.

d. In no event shall either party be liable to the other party for any lost profits, business interruption, or other special, incidental, or indirect or consequential damages, including, without limitation, punitive damages.

10. Support of Services. Client acknowledges that the timely, complete and accurate provision of the Services requires or may require cooperation from its officers, agents, managers, partners, members and employees (each a "Client PARTY") with respect to access to information related to contracted Services, and that BubbleGum BI's ability to furnish Services depends on such cooperation. If BubbleGum BI is unable to perform the Services, solely, because of any failure by Client or a Client PARTY to reasonably cooperate in the provision of information required by this Agreement (or any addendum hereto), BubbleGum BI shall inform Client by written notice. Any subsequent failure on the part of Client to cooperate, as indicated in BubbleGum BI's notice, may result in delayed Services. BubbleGum BI shall cooperate and work in good faith independently and together to remedy any such instances. Client also agrees that property will provide access to Client data by either acceptable integrations and/or manually exported reports in a format deemed acceptable by BubbleGum BI.

11. Use of Personal Data. BubbleGum BI shall not sell, rent, use, disclose, share or retain any "personally identifiable information," as defined by the Federal Trade Commission ("FTC"), or "personal information" as defined by California Consumer Privacy Act of 2018 (the "CCPA"), or any information that falls within the definition of any similar term under local or state legislation (all such information under federal, state, or local data privacy law, "Personal Data"), other than for the specific purpose of providing the Services to Client as set forth in this Agreement. Without limiting the foregoing provision, BubbleGum BI may from time -to -time aggregate Personal Data on Client's behalf and deliver such aggregated data to Client as a part of the Services. BubbleGum BI understands the restrictions set forth in this Paragraph 14 and will comply with such restrictions. BubbleGum BI shall comply with deletion and access requests submitted by consumers pursuant to the CCPA as reasonably directed by Client, or as required by any other similar Data Privacy Laws.

12. Certification. BubbleGum BI acknowledges that the Protected Data may be subject to Data Privacy Laws, and BubbleGum BI hereby covenants that it will comply with the applicable requirements and restrictions under those Data Privacy Laws in jurisdictions that impact Protected Data, whether such laws are in place as of the date hereof or are enacted, adopted or otherwise come into effect during the term of this Agreement. "Data Privacy Laws" means laws, in multiple jurisdictions worldwide, that relate to: (a) the confidentiality, collection, use, handling, processing, security, protection, transfer or free movement of personal data, personally-identifiable information or tenant information, (b) electronic data privacy, (c) trans-border data flow, (d) data protection or (e) the national provisions applicable to the protection of personal data or adopted pursuant to the European Union Data Protection Legislation from time to time, in each case in the country in which Client is established.

13. Protection of Data; Information Security.

a. BubbleGum BI acknowledges and understands that in the course of providing the Services hereunder, BubbleGum BI may have access to certain information regarding Client and its Affiliates, including their respective business and financial operations, acquisition and disposition pipelines, transaction information, financial information, resident information, Personal Data, property lists and property information and any other information: (i) provided by or on behalf of Client or its Affiliates to BubbleGum BI or its Affiliates in connection with the Services, (ii) processed or stored on computers or other electronic media by or on behalf of Client or its Affiliates, (iii) provided to BubbleGum BI or its Affiliates for such processing or storage, and (iv) any information derived from such information (collectively "Protected Data"), the storage, use, processing and disclosure of which is intended to be limited as set forth herein.

b. BubbleGum BI shall maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Protected Data processed in connection with the Services. BubbleGum BI shall ensure that all BubbleGum BI Systems, including information systems of third parties licensed or otherwise utilized by BubbleGum BI in providing the Services, include adequate protections against the unauthorized access, use, modification, or disclosure of Protected Data, in accordance with standards for data protection generally applicable to nationally recognized data service and management companies (the "Applicable Protection Standard"). During the term of this Agreement, BubbleGum BI shall maintain Systems and Organization Controls and, upon Client's request, provide Client with a copy of applicable protective standards and policies. For the avoidance of doubt, BubbleGum BI does not ingest or process Personal Data of Client's residents as part of the Services.

c. BubbleGum BI shall establish and maintain acceptable internal business processes in accordance with the Applicable Protection Standard to protect against the improper use, access, or disclosure of Protected Data, including without limitation employee training and screening, and other relevant employment policies to enforce such protections. BubbleGum BI shall further require, by contract, that all subcontractors of BubbleGum BI who access Protected Data conform with the Applicable Protection Standard.

d. In the event that BubbleGum BI becomes aware or reasonably suspects that: (i) any actual, potential or attempted security breach that results, may have resulted or may result in (A) unauthorized use or disclosure of, or access to, or destruction, alteration, loss or theft of, Protected Data or (B) unauthorized use of or access to BubbleGum BI's Systems, or (ii) BubbleGum BI's Systems have been subject to any attempted cyber-attack or other attempt at unauthorized access, then BubbleGum BI shall investigate (with Client's participation if so desired by Client) and take all appropriate remedial measures, including promptly reporting the event to any affected third-party software or service provider, and, within twenty-four (24) hours of becoming aware of the event, providing a detailed description of the event to Client, to be followed by a list of all corrective or protective measures that have been taken or that will be taken by BubbleGum BI.

14. BubbleGum BI Insurance Requirement. BubbleGum BI shall procure and maintain (a) commercial general liability insurance (CGL), on an claims made basis with limits not less than $1,000,000 per claims made and $1,000,000 annual aggregate for bodily injury and property damage, including contractual liability, products/completed operations, personal injury liability; (b) employers' liability insurance with limits not less than $2,000,000 for each accident; (c) cyber / data security liability coverage with limits of liability not less than $2,000,000; and (i) when required by Client, other coverages applicable to the scope of work of the Services being provided. All insurance required hereunder shall be primary and noncontributory and include a waiver of subrogation in favor of Client. All insurance coverage maintained by BubbleGum BI shall be written by a carrier who has no less than an AM Best Rating of A-VII, or equivalent where AM Best is not available

15. Notice. All notices, requests, demands or other communications required or permitted under this Agreement ("Notices") shall be in writing and shall be delivered personally, by pdf attachment via email, or by overnight courier (such as Federal Express), to the following addresses:

For BubbleGum BI:
To: BubbleGum BI, Inc
Attention: Compliance
Address: 1201 N La Salle Drive Apt. 512, Chicago, IL 60610
Email: legal@bubblegumbi.com

For Client: Notices will be sent to the contact information designated as the "Notice Information" in the Order Form executed by the Client, unless otherwise updated in writing by the Client.

16. Jurisdiction and Venue. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts of Delaware, and the parties hereby submit to the jurisdiction of such courts and waive any objection to the venue of such courts.

17. Independent Contractor. BubbleGum BI'S status shall be that of an independent contractor and not that of a servant, agent or employee of Client. Nothing contained herein shall be construed as creating a joint venture or any form of partnership relationship between the parties hereto. Nothing contained herein shall be construed as granting Client any right to control or direct BubbleGum BI's conduct of services hereunder. BubbleGum BI shall not hold BubbleGum BI out, nor claim to be acting, as a servant, agent or employee of Client. BubbleGum BI is not authorized to, and shall not, make or undertake any agreement, understanding, waiver or representation on behalf of Client. BubbleGum BI shall at its own expense comply with all applicable worker's compensation, unemployment insurance, employer's liability, tax withholding, minimum wage and hour, and other federal, state, county and municipal laws, ordinances, rules, regulations and orders.

18. Waiver. Any failure or delay by either party to enforce the provisions of this Agreement shall in no way constitute a waiver by such party of any contractual right hereunder unless such waiver is in writing and signed by such party.

19. Limitation of Liability. No direct or indirect constituent partner or member in either party or any affiliate of such party, nor any trustee, beneficiary, shareholder, partner, member, manager, officer, director, employee, or other agent of any of the foregoing, shall have any personal liability in connection with this Agreement. Each party shall look solely at the assets of the other party for the satisfaction of any judgment in connection herewith, not to exceed one million dollars.

20. Time. All time limits provided in this Agreement and any addenda or schedules hereto are of the essence of this Agreement.

21. Survival. Except as expressly provided to the contrary in this Agreement, all provisions of this Agreement shall survive all performances hereunder.

22. General. This Agreement shall be governed by, construed, and enforced in accordance with, the laws of the State of Delaware. This Agreement represents the entire agreement of the parties with respect to its subject matter. The parties may execute this Agreement in counterpart, by electronic signature. If any provision or term of this Agreement is held to be illegal, invalid, or unenforceable, such provision or term shall be fully severable. This Agreement shall not be amended, changed, or modified in any way unless in a written document executed by each of the parties. This Agreement shall become enforceable upon each party receiving a copy signed by the other.

23. Integration. This Agreement, together with any addenda or schedules, constitutes the entire agreement between the parties and supersedes all previous written or oral agreements, if any, relative to the subject matter hereof. In the event of any inconsistency between this Agreement, any addenda, and any schedules, this Agreement shall control over the addenda and schedules. In the event of inconsistency among any addenda or schedules, (a) the more recent shall control over the less recent, and (b) among those of the same date or undated, the more detailed addenda or schedules shall control, all unless otherwise specifically provided herein or therein. In no event shall any proposal or contract form submitted by BubbleGum BI be part of this Agreement unless attached and referred to in this Agreement as an addendum and, in such event, only the portions of such proposal or contract form consistent with this Agreement and the other addenda and schedules shall be part hereof.