Terms & Conditions

This document describes the relationship between RentDrop, Inc. d/b/a Propexo, a Delaware corporation, ("Propexo") and the customer identified below ("Customer"). The document, entitled "Terms and Conditions" (the "Terms"), describes and sets forth the general legal terms governing the relationship between the parties (collectively, the "Agreement"). This Agreement will become effective when the Order Form is executed by authorized representatives of both parties (the "Effective Date").

1. Definitions

Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Propexo Solution.

1.2 "Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access the Propexo Solution pursuant to Customer's rights under this Agreement.

1.3 "Customer Content" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

1.4 "Documentation" means the technical materials provided by Propexo to Customer in hard copy or electronic form describing the use and operation of the Propexo Solution.

1.5 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.6 "Licensed Material" means results, reports, materials and documentation made available to Customer as part of the Services.

1.7 "Order Form" means an order form that is signed by both parties and references this Agreement.

1.8 "Professional Services" means professional services provided by Propexo to Customer as described in any Order Form, including without limitation, services relating to technical implementations that enable Customer to access Propexo's technology.

1.9 "Propexo API" means the application program interface that supports read/write integrations to the solutions selected by Customer.

1.10 "Propexo Solution" means the facilitated integrations through the Propexo API that allow Authorized Users to access certain features and functions through a web interface.

1.11 "Services" means any services provided by Propexo to Customer under this Agreement as set forth in an Order Form, including provision of the Propexo Solution and Professional Services.

1.12 "Supported Environment" means the minimum hardware, software, and connectivity configuration specified from time to time by Propexo as required for use of the Propexo Solution. The current requirements are described in the Documentation.

1.13 "Third-Party Products" means any third-party products or integrations selected by Customer through the Propexo Solution, as well as any additional third-party products later agreed by the parties to be provided with or incorporated into the Propexo Solution, excluding Open Source Software.

2. Provision of Services

2.1 Access. Subject to Customer's payment of the fees set forth in the Order Form ("Fees"), Propexo will provide Customer with access to the Propexo Solution. On or as soon as reasonably practicable after the Effective Date Propexo will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the Propexo Solution in accordance with the Access Protocols. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Propexo Solution, and notify Propexo promptly of any such unauthorized use known to Customer. Propexo may from time to time develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Services ("Changes"). Customer hereby authorizes Propexo to implement such Changes, provided that such Changes do not have a material adverse effect on the functionality or performance of the Services.

2.2 Support Services. Subject to the terms and conditions of this Agreement, Propexo will exercise commercially reasonable efforts to (a) provide support for the use of the Propexo Solution to Customer, and (b) keep the Propexo Solution operational and available to Customer.

2.3 Hosting. Propexo will, at its own expense, provide for the hosting of the Propexo Solution, provided that nothing herein will be construed to require Propexo to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Propexo Solution from the Internet.

3. Intellectual Property

3.1 License Grant. Subject to the terms and conditions of this Agreement, Propexo grants to Customer a non-exclusive, non-transferable (except as permitted under Section 12.5) license during the Term, solely within the Supported Environment, for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, to: (a) access and use the Propexo Solution in accordance with the Documentation; and (b) use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Propexo Solution.

3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Propexo Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Propexo Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Propexo Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code of the Propexo Solution, except as permitted by law; (e) interfere in any manner with the operation of the Propexo Solution or the hardware and network used to operate the Propexo Solution; (f) modify, copy or make derivative works based on any part of the Propexo Solution or Documentation; (g) access or use the Propexo Solution to build a similar or competitive product or service; or (h) attempt to access the Propexo Solution through any unapproved interface.

3.3 Ownership. The Propexo Solution, Licensed Materials and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Propexo and its suppliers. All rights in and to the Propexo Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Propexo and its suppliers.

3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, Propexo grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable, non-sublicensable license to use the Licensed Material solely for Customer's internal business purposes.

3.5 Open Source Software. Certain items of software may be provided to Customer with the Propexo Solution that are subject to "open source" or "free software" licenses ("Open Source Software"). The Open Source Software is not subject to the terms and conditions of Sections 3.1 or 10. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software.

3.6 Feedback. Customer hereby grants to Propexo a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services. Propexo will not identify Customer as the source of any such feedback.

4. Fees and Expenses; Payments

4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Propexo under this Agreement, Customer will pay to Propexo the Fees. Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and payable within fifteen (15) days of the date of the invoice. Propexo reserves the right to modify the Fees payable hereunder upon written notice to Customer at least ninety (90) days prior to the end of the then-current term. Propexo reserves the right to discontinue the Propexo Solution and suspend all Authorized Users' and Customer's access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full.

4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Propexo's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Services, or the license of the Propexo Solution to Customer.

4.3 Interest. Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

5. Customer Content and Responsibilities

5.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content. Customer grants Propexo a non-exclusive, worldwide, royalty-free and fully paid license (a) during the Term, to use the Customer Content as necessary for purposes of providing and improving the Services, (b) during the Term, to use the Customer trademarks, service marks, and logos as required to provide the Services, and (c) during and after the Term, to use the Customer Content in an aggregated and anonymized form to improve the Services and provide analytics and benchmarking services. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer.

5.2 Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes; and (e) otherwise violate the rights of a third party.

5.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order to access the Propexo Solution.

6. Professional Services

Where the parties have agreed to Propexo's provision of Professional Services, the details of such Professional Services will be set out in an Order Form. The Order Form will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form will incorporate the terms and conditions of this Agreement.

7. Warranties and Disclaimers

7.1 Limited Warranty. Propexo represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Propexo in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Propexo will, as Customer's sole and exclusive remedy, re-perform the Services which gave rise to the breach or, at Propexo's option, refund the fees paid by Customer for the Services which gave rise to the breach.

7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED "AS IS," AND PROPEXO MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

8.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO PROPEXO DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

8.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. Confidentiality

9.1 Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party.

9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a need to know and who have confidentiality obligations no less restrictive than those set forth herein. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

9.3 Exceptions. The confidentiality obligations will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.

10. Indemnification

10.1 By Propexo. Propexo will defend at its expense any suit brought against Customer, and will pay any settlement Propexo makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Propexo Solution infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America.

10.2 By Customer. Customer will defend at its expense any suit brought against Propexo, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer's breach or alleged breach of Section 5.2.

10.3 Procedure. The indemnifying party's obligations are expressly conditioned upon: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

11. Term and Termination

11.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement. Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue for one (1) year. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) each party will comply with the obligations to return all Confidential Information of the other party; and (c) any amounts owed to Propexo under this Agreement will become immediately due and payable.

11.4 Data Extraction. For twenty (20) days after the end of the Term, Propexo will make Customer Content available to Customer through the Propexo Solution on a limited basis solely for purposes of Customer retrieving Customer Content. After such period, Propexo will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

12. Miscellaneous

12.1 Publicity. Unless a party has specifically notified the other party to the contrary in writing, either party may include the name or logo of the other party in lists of customers or vendors, as applicable.

12.2 Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted in the state or federal courts located in Suffolk County, and each party irrevocably submits to the jurisdiction of such courts.

12.3 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Propexo, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.6 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement without obtaining the prior written consent of the other party; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets.

12.7 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.

12.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.

12.9 Independent Contractors. Customer's relationship to Propexo is that of an independent contractor, and neither party is an agent or partner of the other.

12.10 Notices. All notices required or permitted under this agreement must be delivered in writing, if to Propexo, by emailing [email protected].

12.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

12.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by an authorized signatory of Customer and Propexo.