RealPage Data Addendum

This RealPage Data Analytics Addendum (“Addendum”) is entered into by and between Customer and CompStak, Inc. (“Company”) and applies to the RealPage Data derived from RealPage, Inc. (“RealPage”). This Addendum is subject to and by this reference made a part of the Agreement between Company and Customer. Capitalized terms used in this Addendum that are defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement.

DEFINITIONS
1. “Competitive Offering” means any Resultant Data that a Customer’s client, or a prospective client, could potentially use as a substitute for, or reasonable alternative to, the Data. Any reference to Customer’s competitive use herein will refer to a Competitive Offering.
2. “Limited Excerpt” is based on a reasonableness test, using the following factors, as determined by RealPage in its sole discretion: (i) degree to which the content accessed via the Service is transformed into something new rather than simply reproduced in its original form; and (ii) the volume or regularity of content utilized (i.e., if it could reasonably be considered to be a practical alternative for third parties licensing the RealPage Data for such content, then it will not be considered a “Limited Excerpt”).
3. “RealPage Data” means the data and, as applicable, Limited Excerpts obtained from RealPage and licensed by RealPage to Customer pertaining to RealPage’s data analytics products.
4. “Resultant Data” means RealPage Data subject to calculations, manipulations, analyses, and/or other processes performed by or on behalf of Customer, which data or other information is materially different in form and content from the RealPage Data upon which the Resultant Data is based and is not a Limited Excerpt, extraction, basic calculation, adjustment of or reordering of the data, information or report provided by Company through the Service.
LICENSE
1. License Grant. During the Term, in consideration of Customer’s payment of the subscription fees set forth on the purchase order, and subject to the terms and conditions of this Addendum, RealPage grants to Customer a limited, non‐exclusive, non‐transferable, non‐assignable, revocable license (the “License”) for its Authorized Users to use the RealPage Data solely for the Permitted Uses set forth in Section 2(b). There are no implied licenses under this Addendum. Any right not expressly granted herein to Customer is reserved by RealPage.
2. Permitted Uses. Under the License, Customer may:
  1. create limited copies of the RealPage Data to be used exclusively by Customer for its own internal business purposes, and in a manner that will permit Customer to purge such RealPage Data from its files and/or systems upon expiration or termination of this Addendum;
  2. create Resultant Data using RealPage Data in a manner that does not create a Competitive Offering;
  3. cite Limited Excerpts in Customer’s presentations and research reports that are distributed or published to third parties including, without limitation, Customer’s clients or prospects (“Intended Publications”) at no cost to such third parties (any such Intended Publications must contain attribution in the form of either (i) a hyperlink to www.realpage.com, or (ii) add a reference to “Source: RealPage, Inc.”, or (iii) an authorized RealPage logo);
  4. upon RealPage’s reasonable request and prior to distributing or publishing any Intended Publication to any third party, Customer will provide to RealPage a copy of such Intended Publications to assesses whether it qualifies as a Competitive Offering. If RealPage reasonably concludes that the Intended Publication qualifies as a Competitive Offering, then Customer agrees to modify the Intended Publication as instructed by RealPage for the purpose of ensuring that it is not a Competitive Offering. If RealPage does not respond to Customer within two (2) business days after Customer provides such Intended Publication to RealPage, then the Intended Publication will be considered accepted by RealPage; AND
  5. disclose RealPage Data to its attorneys or accountants who require it for the purpose of supporting Customer’s internal business needs in accordance with the license granted hereunder and only if such attorneys or accountants are subject to use and disclosure restrictions at least as restrictive as those provided in this Addendum and provided that Customer will remain liable for their unauthorized use or disclosure of any RealPage Data.
3. License Restrictions. Customer will not use RealPage data other than as allowed under the Permitted Uses. Without limiting the foregoing, and except to the extent expressly authorized as a Permitted Use, Customer will not:
  1. i) use the RealPage Data to create a Competitive Offering;
  2. make any Intended Publication available to any third party until the 10th business day of the month in which Customer receives the RealPage Data from the Service;
  3. other than for Limited Excerpts, modify, create derivative works from, distribute, publicly display, publicly perform or sublicense any portion of the RealPage Data;
  4. other than to create Resultant Data, commingle, process, modify or combine any portion of the RealPage Data with other data or software from any other source in a manner that could reasonably cause confusion as to the source of the RealPage Data;
  5. reverse engineer, decompile, disassemble, or otherwise attempt to discover any of the source code, proprietary processes or algorithms associated with the RealPage Data
  6. permit, enable or allow access to the RealPage Data to any person or entity other than an Authorized User;
4. Validation of Authorized Users. Upon request by RealPage, Customer agrees to provide reasonably requested information necessary to confirm that persons accessing the Website and Platform are limited to Authorized Users.
TERM AND TERMINATION
1. Acquisition Adjustment. The parties acknowledge that Customer may acquire, or be acquired by, an entity that also has a license to the RealPage Data. If such an acquisition occurs, the parties agree that each existing license will continue for the duration of its respective term. Notwithstanding the foregoing, prior to the expiration of the earlier terminating license, the parties agree to negotiate in good faith to enter into a new license relating to the RealPage Data that takes into consideration (i) the nature of the existing terms and conditions (including, without limitation, the nature, scope and pricing relating to each existing license) and (ii) any changed circumstances that warrant an update to such terms and conditions.
INTELLECTUAL PROPERTY RIGHTS.
1. RealPage acknowledges and agrees that, subject to the license grant in Section 2, as well as RealPage’s ownership of all right, title and interest in and to the RealPage Data, Customer owns all right, title and interest in and to the Resultant Data.
2. Customer acknowledges and agrees that RealPage’s business includes the collection and aggregation of publicly available data for research and analytics purposes. Customer hereby grants to RealPage the right to access and collect data made available by Customer for syndication, on its public facing property websites, or that is otherwise made publicly available by Customer or on behalf of Customer and acknowledges and agrees that RealPage will not be restricted in its use of such data.
DISCLAIMER
1. CUSTOMER ACKNOWLEDGES AND AGREES THAT OTHER THAN AS EXPRESSLY PROVIDED HEREIN, REALPAGE PROVIDES THE LICENSED MATERIALS TO CUSTOMER ON AN “AS IS,” “WHERE IS” BASIS. IN ENTERING INTO THIS ADDENDUM, CUSTOMER HAS CONSIDERED ITS BUSINESS RISK INHERENT IN OR ASSOCIATED WITH ACCESS TO AND USE OF THE REALPAGE DATA. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REALPAGE GIVES NO WARRANTIES, EXPRESS OR IMPLIED, AND CUSTOMER HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REALPAGE DOES NOT WARRANT THAT THE REALPAGE DATA WILL BE PROVIDED FREE OF ERROR, DELAYS OR DEFECTS. REALPAGE DOES NOT WARRANT THAT THE REALPAGE DATA WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE PROVIDED WITHOUT INACCURACIES, ERRORS OR DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, REALPAGE OR ANY OF ITS EMPLOYEES, AGENTS, OR OFFICERS, WILL MODIFY THE LIMITATION SET FORTH IN THIS DISCLAIMER.
LIMITATION OF LIABILITY
1. REALPAGE, FOR ITSELF AND ITS AFFILIATES AND VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, DISCLAIMS TO THE EXTENT PERMITTED BY LAW, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST REVENUE, BUSINESS OR PROFITS) INCURRED OR SUFFERED BY CUSTOMER OR ITS CUSTOMERS, ARISING FROM ITS ACCESS TO OR USE OF THE REALPAGE DATA, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REALPAGE’S CUMULATIVE LIABILITY UNDER THIS ADDENDUM EXCEED THE AMOUNT OF FEES PAID HEREUNDER TO COMPANY BY CUSTOMER, OR ON BEHALF OF CUSTOMER, DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES ARE BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY OR OTHERWISE. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
INDEMNITY
1. Customer shall defend, indemnify and hold RealPage, and its respective directors, officers, employees, and agents harmless from and against all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred arising from Customer’s access to or use of the RealPage Data; (ii) creation and use of the Limited Excerpts, (iii) failure to comply with any provision of this Addendum; or (iv) failure to comply with applicable local, state or federal laws in the use and application of the RealPage Data. Customer agrees to cooperate with RealPage in RealPage’s defense of any such claim.
THIRD PARTY BENEFICIARY RIGHTS
1. Customer acknowledges that RealPage, and its respective successors and assigns, is an intended third-party beneficiary to the Agreement and has the right to enforce the warranties, covenants, remedies, obligations or liabilities in the same manner as Company in the Agreement as it relates to Customer’s access and use of the RealPage Data.