Master Services Agreement

IMPORTANT! THIS MASTER SERVICES AGREEMENT (“AGREEMENT”) IS BETWEEN SYNDI CO, D/B/A APM HELP (“APM HELP”), AND THE LEGAL PERSON ACQUIRING THE SERVICES UNDER THE APPLICABLE ORDER, IDENTIFIED BY THE CUSTOMER NAME IN THAT ORDER, AS THAT PERSON’S LEGAL NAME MAY BE COMPLETED, CORRECTED, OR UPDATED BY A CUSTOMER INFORMATION UPDATE UNDER SECTION 1.6 (“CUSTOMER” OR “YOU”). THE APPLICABLE ORDER FORM (“ORDER”) IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE. THE INDIVIDUAL EXECUTING AN ORDER, CLICKING “I AGREE,” OR OTHERWISE ACCEPTING FOR CUSTOMER REPRESENTS THAT THE INDIVIDUAL IS AUTHORIZED TO BIND CUSTOMER AND IS ACCEPTING ON CUSTOMER’S BEHALF. CUSTOMER REPRESENTS THAT IT CAN LEGALLY ENTER THIS AGREEMENT AND AGREES TO BE BOUND THROUGH THE ACCEPTANCE MECHANISMS PROVIDED HEREIN, INCLUDING ACCESS TO OR USE OF THE SERVICES WHERE APPLICABLE. MODIFICATIONS ARE GOVERNED BY SECTION 15. AN INDIVIDUAL ACCEPTING SOLELY AS AN AUTHORIZED REPRESENTATIVE DOES NOT THEREBY BECOME CUSTOMER OR A PERSONAL GUARANTOR. IF CUSTOMER DOES NOT AGREE, IT MAY NOT USE THE SERVICES.

SINGLE CUSTOMER ACCEPTANCE. This Agreement, including Schedule 1 and the customer-identification, billing, and risk-allocation provisions in Sections 1.6, 2, 3, 6, 7, 10, 13, and 14, may be adopted through one Customer signature or affirmative electronic acceptance under Section 15. No separate execution supplement is required. Section 14(e) contains a conditional Texas Waiver of Consumer Rights that operates only when its signature and actual statutory eligibility requirements are satisfied.

APM Help provides support in connection with certain property management software suites, including consulting services, bank reconciliations, financial diagnostics, training, migration and audits (collectively, the “Services”).

Customer wishes to engage APM Help as an independent contractor for the purpose of providing the services (collectively, the “Services”) set forth in the applicable Order on the terms and conditions set forth in this Agreement; and

APM Help wishes to provide the Services in accordance with the terms of this Agreement and the applicable Order,

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

01. ENGAGEMENT

1.1. Customer hereby engages APM Help as an independent contractor, and APM Help accepts such engagement, to provide the Services and all Work Product (as defined below) (if any) in accordance with the applicable Order and the terms and conditions set forth herein. It is understood, however, that neither party is obligated to retain the services of, or furnish Services to, the other except to the extent an Order is signed or otherwise affirmatively accepted by both parties. Any such Services may be provided by employees or contractors of APM Help.

1.2. Unless otherwise set forth in the applicable Order, APM Help shall be solely responsible at its cost for providing all equipment and other materials as necessary to provide the Services and deliver the Work Product in accordance with the terms of this Agreement.

1.3. In the event of a conflict between this Agreement and any Order, the document-precedence provision in Section 15 applies, subject to Section 1.6 for same-Customer identifying information and Section 8 of the DPA for Processor Processing.

1.4 Customer acknowledges and agrees that APM Help shall be free to provide Services to any other company without restriction, including competitors and potential competitors of Customer.

1.5 This Agreement does not apply to the relationship between Customer and any provider of property management software (a “PM Software Provider”). Any such relationship is governed solely by the agreements between Customer and the applicable PM Software Provider.

1.6. Customer Identification and Information Updates.

(a) Identification in the Order. Customer is the legal person acquiring the Services in its own capacity and on whose behalf the applicable Order was accepted. If the Order identifies Customer by a trade, assumed, fictitious, or “doing business as” name, or an incomplete legal name, that name identifies the legal person contracting under it in that transaction, not a separate legal person or a subsequent user of that name. An individual acquiring Services as a sole proprietor is Customer in that individual’s business capacity. Customer’s complete legal name need not appear in the text of this Agreement. An associated account identifier links the records but does not itself determine or change the contracting person.

(b) Customer Information Updates. “Customer Information Update” means written or electronic customer-identification information submitted to APM Help by Customer through a representative authorized to provide it, whether by customer information form, account-update process, email, or other written communication, that identifies or is linked to the applicable Order or customer account. Customer shall keep that information accurate and may use an update to supply its complete legal name, correct identifying information, or report a name change of the same legal person. By submitting a legal name as such a completion, correction, or name change, Customer represents and warrants that it accurately identifies the same legal person on whose behalf the applicable Order was originally accepted. APM Help may request reasonable evidence of identity, continuity, or authority. Access to a routine support or billing function does not alone confer authority to substitute another contracting person.

(c) Effect of Update. An authorized Customer Information Update identifying the same Customer is incorporated into this Agreement and the affected Orders solely to complete, correct, or update Customer’s identification, notwithstanding their general document-precedence or amendment requirements. No separate amendment, countersignature, re-execution, or separate identity document is required for that purpose. Customer agrees that use of its trade or assumed name, or omission or correction of its complete legal name, does not alone invalidate or limit its obligations under this Agreement or an Order. An otherwise binding agreement does not depend on later completion of that information. The update does not release accrued obligations, restart a commitment or claim period, reset or multiply a liability limit, or change other contractual terms.

(d) No Substitution; Historical Records. A proposed change to a different legal person is governed by Section 15 and Law, not this administrative update process. Submission or processing of an update, a changed invoice or payment-account name, or payment by another person does not by itself constitute an assignment, assumption, novation, or release. Succession by operation of Law remains governed by that Law. An update does not by itself bind an unrelated person or establish authority that did not exist. APM Help shall preserve the name and acceptance record originally supplied and link the actual Customer Information Update, its submission date, and the submitting representative’s available identity to the same account or Order, rather than overwrite the original record.

02. APM HELP SERVICES AND THIRD-PARTY SERVICES

The scope of Services shall be as described in the applicable Order and shall include all Work Product and all materials and other deliverables to be provided by APM Help. Changes to the scope of Services under an Order require the parties’ written agreement, except for a prospective change validly made by Notice of Change under Section 15. No such notice by itself expands the Authorized Scope or authorizes a new, separately chargeable Service not ordered by Customer.

APM Help may classify certain services, including a particular release or feature, as “beta,” “trial” or “proof of concept” (any of the foregoing, a “Beta Service”). A particular service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as a Beta Service in other circumstances.

By their nature, Beta Services may be feature-incomplete or contain bugs. APM Help may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.

APM Help may suspend or terminate access to any Beta Service at any time and may adjust fees for a Beta Service prospectively only as permitted by Section 15.

APM Help hereby grants you a license to use the Services for the Term set forth herein or as otherwise stated in an applicable Order. We may also reference, enable you to access, or promote certain third-party services (“Third-Party Services”). Third-Party Services are provided for your convenience only, and APM Help does not necessarily approve, endorse, or recommend them. Your access to and use of any Third-Party Service is at your own risk. APM Help disclaims all responsibility and liability for Third-Party Services, whether or not they are referenced by or accessible through the Services. Third-Party Services are not Services of APM Help and are not governed by this Agreement or APM Help’s Privacy Policy. Your use of any Third-Party Service is subject to that third party’s own terms of use and privacy policies, if any.

Limited Agency; Authorized Access to Third-Party Systems.

Customer hereby appoints APM Help, its affiliates, and their employees, contractors, subcontractors, consultants, and service providers acting for APM Help as Customer’s limited, nonexclusive agent and authorized user solely to access and interact with Third-Party Systems within the Authorized Scope for the purpose of performing the Services. “Third-Party System” means any software, platform, website, application, account, database, network, device, or other system not owned and controlled by APM Help that Customer identifies or makes available for the Services. “Authorized Scope” means only (a) the Third-Party Systems identified in an applicable Order or made available by Customer for a Service described in an applicable Order and (b) the actions expressly described in that Order or specifically authorized by Customer in a written instruction, including an email, support ticket, or in-system instruction. This appointment grants actual authority only within the Authorized Scope and does not authorize APM Help to represent or hold itself out as having broader authority. Nothing in this Agreement alone constitutes a manifestation by Customer to any third party that APM Help has authority outside the Authorized Scope.

Within the Authorized Scope, APM Help may authenticate and log in; use credentials, tokens, service accounts, and delegated permissions; retrieve, view, enter, classify, match, reconcile, correct, modify, transmit, import, export, upload, download, configure, and otherwise process data; communicate with Third-Party System providers for routine support, authentication, and access administration; and initiate or complete workflows, entries, and transactions expressly included in the Authorized Scope. APM Help may perform those acts manually or through application programming interfaces, scripts, integrations, browser automation, robotic process automation, software agents or bots, screen scraping, direct file or data transfers, service accounts, and similar automated or semi-automated methods (collectively, “Programmatic Access”). As between Customer and APM Help, each instance of Programmatic Access within the Authorized Scope is requested and authorized by Customer and is performed on Customer’s behalf. Unless an applicable Order or a later written instruction from Customer specifically authorizes otherwise, APM Help may not enter into an unrelated contract in Customer’s name, accept new or amended third-party terms on Customer’s behalf, incur a financial obligation for Customer, initiate a transfer of funds, change account ownership or administrator rights, or access a Third-Party System or perform an action outside the Authorized Scope.

Authorized Representatives and Approval Records. Customer shall identify in an Order or other written notice the individuals authorized to give Service instructions and the limits of their authority (each, an “Authorized Representative”). Until Customer designates otherwise, the individual accepting the Order on Customer’s behalf is its Authorized Representative. APM Help may reasonably rely on instructions from an Authorized Representative within those limits until it receives written notice of a change. An instruction to accept third-party terms, incur a financial obligation, transfer funds, or change account ownership or administrator rights must specifically identify the action and affected account and, for a funds transfer, the payee and amount or express transaction limits. Possession of credentials or routine support access alone does not supply that approval. APM Help shall retain a written or electronic record of such approval and may pause the action to verify authority or applicable access requirements. This paragraph does not replace the separate billing authorization in Section 3 or authorize access that a Third-Party System provider prohibits.

Customer represents, warrants, and covenants that, at all times, (a) Customer owns, administers, or validly controls each applicable account and the data made available to APM Help; (b) Customer has obtained and will maintain every right, license, consent, permission, approval, notice, and authorization required by Law and by all applicable contracts, terms of use, policies, security requirements, and access restrictions to appoint APM Help as agent and authorized user, delegate access, disclose or permit use of credentials and data, and authorize each instance of Programmatic Access and each resulting action within the Authorized Scope; (c) Customer’s instructions, credentials, permissions, configurations, and information are complete, accurate, lawful, current, and authorized; and (d) Customer will not provide access to, or direct APM Help to use, any account, credential, data, or access method that Customer is not authorized to delegate. APM Help may rely on these representations and Customer’s written instructions without independently reviewing Customer’s contracts with a Third-Party System provider, but such reliance does not expand the Authorized Scope.

Customer authorizes APM Help, within the Authorized Scope, to create and use service accounts, credentials, tokens, connections, and automated processes in Customer’s name and to communicate with Third-Party System providers on Customer’s behalf. Customer shall promptly notify APM Help of any revocation, restriction, suspected compromise, or loss of authority and remains responsible for disabling or changing credentials and access. Customer acknowledges that this Agreement does not bind any Third-Party System provider or override any provider term, technical restriction, or Law. APM Help may decline, suspend, or discontinue Programmatic Access if APM Help reasonably determines in good faith that the access is unauthorized, unsafe, unlawful, inconsistent with a Third-Party System’s requirements, or outside the Authorized Scope.

Operational Responsibilities; No Assumption of Customer Obligations.

Customer shall maintain current Authorized Representative and user-access records, reasonable controls over the credentials and systems it controls, and multifactor authentication where available and reasonably practicable. Customer shall independently verify payee and account changes and funds-transfer instructions through the verification process stated in the Order or otherwise agreed in writing. Customer shall maintain its source records and reasonably available backups unless the Order expressly assigns that task to APM Help. Customer shall review deliverables and identified exceptions within any review period expressly stated in the Order, or otherwise reasonably promptly, and report known errors and suspected access compromises promptly. APM Help remains responsible for the work, controls, and access verification it expressly undertakes. A review or reporting delay is not acceptance of a latent defect or automatic forfeiture of a claim; Customer remains responsible, to the extent permitted by Law, for additional loss caused by its unreasonable failure to cooperate or mitigate.

Except for obligations expressly undertaken in this Agreement and obligations imposed on APM Help by Law, APM Help does not assume Customer’s duties to property owners, tenants, residents, personnel, governmental authorities, or other persons. Customer’s contracts, policies, notices, procurement terms, certifications, and commitments do not enlarge APM Help’s obligations unless APM Help expressly accepts the identified additional obligation in a writing signed or otherwise affirmatively accepted by its authorized representative. A questionnaire response or sales communication does not by itself amend this Agreement or create a service level or warranty; this sentence does not excuse a false statement or override an express term properly incorporated under Section 15.

Additional Service Recipients. An entity separately receiving or using the Services as a customer must be identified as an additional contracting Customer in an accepted Order, with any trade name or later completion of its legal name governed by Section 1.6. One signature or affirmative electronic acceptance may bind Customer and each such entity if the acceptance identifies each entity and the accepting representative actually has authority to bind each of them in that capacity. Each entity validly bound through that acceptance becomes a Customer solely for its Services under that Order, assumes the corresponding Customer obligations, and agrees to share the liability ceilings and aggregate in Section 10; no separate joinder, initials, or signature is required for an entity so bound. Each entity is responsible for its own undertakings, and the original Customer’s obligations are not released. This paragraph does not create a guarantee of another entity’s debts. Without actual authority, Customer’s acceptance does not bind another entity; that entity must otherwise validly accept before being treated as a contracting Customer. Merely being an End User, property owner, or data subject, or receiving a report on Customer’s behalf, does not make a person a party or waive that person’s independent rights. Customer may not represent that it binds another person without actual authority.

Information Collected or Received by APM Help.

You authorize APM Help to retrieve information about you and your business from APM Help’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to APM Help. This information may include your, or your representatives’, name, addresses, credit history, banking relationships, and financial history.

Feedback.

During the Term, you and your affiliates may provide ideas, comments, or suggestions (“Feedback”) to APM Help or its affiliates. You grant, on behalf of yourself and your affiliates, to APM Help and its affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling, and maintaining the APM Help services. All Feedback is APM Help’s confidential information.

Services Restrictions and Customer Obligations.

Customer may only use the Services for business purposes. Customer must not, and must not enable or allow any third party to:

(a) use the Services for personal, family, or household purposes;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers.

(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public APM Help systems, programs, data, or services.

(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or APM Help technology.

(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful.

(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other APM Help users’ use of our services; or

(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services or the Work Product except as permitted by Law.

(h) submit any information to APM Help pertaining to Customer unless such information is accurate and complete.

(i) submit any Personal Data to APM Help (via any method), or cause or authorize another to cause the submission of, “Personal Data” (as such term or analogous term is defined under applicable data privacy or data breach Law) to the Services without having first obtained all required consents or authorization to do so or without having first provided individuals notice of sharing with APM Help if notice is required by Law;

In addition to the foregoing, Customers may use the Services only as this Agreement and other agreements between APM Help and Customer (or their affiliates) expressly permit.

3. FEES AND PAYMENTS

Customer shall pay APM Help for the Services in accordance with the applicable Order or other applicable Ordering Document.

Invoice Review and Objections. CUSTOMER MUST REVIEW EACH INVOICE AND GIVE APM HELP A WRITTEN OBJECTION TO A BILLING ERROR WITHIN ONE (1) CALENDAR MONTH AFTER THE INVOICE IS SENT TO CUSTOMER (THE “REVIEW PERIOD”). The objection must identify the invoice, disputed item or amount, and the reasonably available basis for the objection. It may be delivered to the notice address under Section 14(a), the billing contact stated on the invoice, or APM Help’s designated billing-support process, and must be received by the deadline, subject to any delivery or receipt rule that Law does not permit the parties to vary. Customer shall provide reasonably available supporting information on request. The deadline is 11:59 p.m. Central Time on the corresponding numerical day of the following calendar month, or its last day if there is no corresponding day.

For this purpose, an invoice is sent when APM Help or its processor emails the invoice, or an invoice-availability notice with working access to a retainable invoice, to Customer’s designated billing or notice email or, absent either, its primary account administrator; or dispatches it by mail or delivery service to Customer’s designated billing or notice address. Mere account posting without such a communication does not start the Review Period. If APM Help receives a failure or nondelivery message or knows the invoice was not accessible, the period for that transmission begins only upon a successful resend or other effective delivery. Any nonwaivable actual-receipt requirement controls. Resending an unchanged invoice does not restart the period; a material correction starts a new period only for the corrected or newly added items. This rule applies only to invoices first sent after this provision becomes binding on Customer.

SUBJECT TO THE EXCEPTIONS BELOW, AN INVOICE NOT TIMELY OBJECTED TO IS CONCLUSIVELY PRESUMED CORRECT AS TO ITS BILLED RATES, QUANTITIES, CALCULATIONS, CHARGES, AND CREDITS THAT CUSTOMER COULD REASONABLY IDENTIFY FROM THE INVOICE AND INFORMATION THEN AVAILABLE TO IT. CUSTOMER WAIVES A LATER CONTRACTUAL BILLING ADJUSTMENT, CREDIT, OR REFUND BASED SOLELY ON SUCH AN UNTIMELY BILLING OBJECTION. APM Help may voluntarily correct an invoice without waiving this rule for another invoice. A timely objection does not extend payment due dates, revoke an otherwise valid ACH authorization, or excuse payment of undisputed amounts. Payment or an authorized debit does not shorten the Review Period. APM Help shall review timely, reasonably supported objections in good faith and credit or refund a verified overcharge.

This is an invoice-reconciliation and finality provision, not a period for bringing suit or a notice condition for an independent damages claim. It does not waive fraud, fraudulent concealment, nonwaivable rights, a billing error not reasonably discoverable within the Review Period, a claim for deficient Services distinct from invoice accuracy, or a payment-network right that cannot validly be waived; nor does it establish indemnity coverage or displace the allocation and return of advances required by Section 7.4. Sections 13.4 and 14(d) remain applicable. If Texas Civil Practice & Remedies Code Section 16.071 or another nonwaivable Law prohibits applying this deadline or finality rule to a particular claim, the prohibited application does not operate; this Section imposes no shorter substitute notice period for that claim. Other lawful applications remain effective.

No Setoff. Customer shall pay undisputed amounts when due without deduction, withholding, or setoff for a separate claim against APM Help. This does not prevent a good-faith dispute of the invoiced charge itself subject to this Section’s Invoice Review and Objections provision, application of a credit agreed in writing or finally adjudicated, or exercise of a right that Law does not permit Customer to waive. Revocation of ACH authority and payment-network rights remain governed by Section 3. A separate incident or claim does not alone excuse payment of unrelated undisputed fees.

Fees, pricing structures, billing frequency, available service plans, and commitment options may differ between month-to-month Services and Services subject to a fixed-term commitment, including a twelve (12)-month commitment. They are established by the applicable Order and may be prospectively changed through a valid Notice of Change under Section 15, an objective adjustment formula expressly stated in the Order, or a writing signed or otherwise affirmatively accepted by both parties. Section 15 governs the effect of a notice during a current fixed-term commitment, changes for a future renewal, any expressly protected Order term, and Customer’s rejection-and-termination right. An invoice alone is not a Notice of Change unless it expressly satisfies Section 15’s notice requirements.

Automatic ACH Payments. Unless an applicable Order expressly provides otherwise, by accepting this Agreement, Customer authorizes APM Help and its payment processors to initiate recurring and variable automated clearing house (ACH) debit entries from the Payment Account for all amounts due under this Agreement or an applicable Order. “Payment Account” means Customer’s U.S. business operating deposit account, or another non-consumer account expressly approved under this Section, maintained primarily for business or commercial purposes that Customer identifies in an Order or links, selects, or otherwise designates through a payment process provided by APM Help or its payment processor specifically for APM Help billing. An account is not a Payment Account merely because APM Help can view or access it while performing the Services. Customer shall not designate a trust, escrow, security-deposit, rent-collection, or other account holding funds for another person unless APM Help separately approves that account in writing after Customer provides evidence that the contemplated debits are authorized and lawful; control of or signing authority over the account alone is insufficient. Subject to Law, applicable Nacha Operating Rules, and the requirements of APM Help’s originating financial institution and payment processor, designating, validating, authenticating, or replacing a Payment Account identifies the account subject to this authorization and does not require a separate authorization form. If an accepted Order identifies the Payment Account, acceptance of that Order and this Agreement supplies the authorization, subject to those requirements. APM Help shall retain, or cause its payment processor to retain, the accepted authorization and an electronic record linking Customer’s acceptance and each account designation or replacement to the applicable Payment Account for the period required by those requirements. Customer shall provide account-ownership and business-account verification reasonably requested through the applicable payment process. This authorization covers recurring fees; usage-based and other variable charges; taxes; approved reimbursable expenses; early-termination true-ups; collection costs; and all other amounts properly invoiced or objectively calculable under this Agreement or an applicable Order. APM Help may initiate a debit on or after the applicable due date without invoice-specific or transaction-specific approval. An invoice or other billing notice may state the amount and anticipated debit timing but does not require Customer action before an authorized debit. Customer represents and warrants that it owns or validly controls the Payment Account, is an authorized signer or otherwise may bind the account holder as Receiver, and authorizes each debit made under this Section. Customer shall not designate an account established primarily for personal, family, or household purposes and agrees to be bound by the applicable Nacha Operating Rules as Receiver. A replacement Payment Account designated through an APM-provided process becomes subject to this authorization without a new authorization form except as required by Law, applicable payment-network rules, or APM Help’s originating financial institution or payment processor; unless Customer directs otherwise, the most recently designated account is the primary Payment Account. Customer shall maintain accurate account information and sufficient available funds. This authorization remains effective until APM Help receives Customer’s written revocation and APM Help and its payment processor have had a reasonable opportunity to act. After revocation becomes effective, APM Help shall not initiate a new debit under the revoked authorization. Revocation does not extinguish Customer’s payment obligations, including amounts already due, and Customer must pay by another method; any entry already initiated remains subject to Law and applicable payment-network rules. Customer authorizes reinitiation of returned or rejected debits to the extent permitted by Law and applicable payment-network rules. APM Help may require another payment method if ACH is unavailable, revoked, returned, or repeatedly unsuccessful, and Customer is responsible for fees imposed by its financial institution. No separate ACH authorization, copy, variable-amount or debit-date notice, or additional Customer action is required except to the minimum extent required by Law, the applicable Nacha Operating Rules or other payment-network rules, or APM Help’s originating financial institution or payment processor.

Unless otherwise set forth in an Order or provided by Law, Customer shall be solely responsible for any sales or use taxes directly arising in connection with the Services. Except for costs, expenses, and reimbursements expressly payable by Customer under this Agreement or an applicable Order, APM Help shall be solely responsible and liable for all other compensation, taxes, benefits, charges, license fees, expenses and any other costs arising from or relating to the Services, any Order, and/or this Agreement.

If an overdue account is referred to a collection agency or attorney, Customer shall reimburse APM Help, in addition to all outstanding amounts, for all reasonable, documented, and actually incurred collection-agency commissions and fees, attorneys’ fees, court costs, service and filing fees, and other out-of-pocket costs and expenses of collection, in each case to the extent permitted by Law. APM Help may not recover the same cost twice. These obligations survive expiration or termination of this Agreement.

Credit Support. Before accepting a new Order or expanded Services, APM Help may require a deposit or other credit support expressly agreed in that Order or another signed writing. No owner, officer, parent, or affiliate guarantees Customer’s obligations merely by signing in a representative capacity for Customer. Any guarantee must be expressly stated in a writing signed by the guarantor or its authorized representative in that capacity; it may be included in the same Order or other accepted instrument and does not require a separate document or additional signature where the same signer actually has authority and expressly signs in each identified capacity. This paragraph does not itself create a guarantee or impose a new deposit or guarantee during a current commitment without the required agreement.

04. INTELLECTUAL PROPERTY

4.1. Unless otherwise specifically set forth in the applicable Order, Customer acknowledges that all ideas and creative and other work product of whatever type or nature conceived, produced, or developed prior to the Effective Date or under or directly in connection with this Agreement or any Order by APM Help and materials of any nature furnished by APM Help to Customer (collectively, “Work Product”) shall be and remain the property of APM Help. Notwithstanding the foregoing, APM Help shall not have any ownership in any ideas and other work and materials provided by Customer to APM Help (“Customer Materials”); provided that, subject to Section 5, Customer grants to APM Help a non-exclusive, worldwide, royalty-free, fully paid-up right and license to use any Customer Materials in connection with the Services and the Work Product.

4.2. Unless otherwise specifically set forth in the applicable Order, Customer specifically agrees that all copyrightable Work Product generated or developed under this Agreement (“Material”) shall, upon creation, be owned exclusively by APM Help.

4.3. To the extent necessary or desirable to give effect to APM Help’s ownership interests in the Work Product as described in Section 4.1, Customer hereby transfers, grants, conveys, assigns, and relinquishes exclusively to APM Help all of Customer’s right, title, and interest in and to any such Work Product, under patent, copyright, trade secret, and trademark law, in perpetuity or for the longest period otherwise permitted by law.

4.4. Customer shall perform any acts that may be deemed necessary or desirable by APM Help to evidence more fully the transfer of ownership of all Work Product to APM Help.

4.5. To the extent that any work product or intellectual property provided by Customer (“Customer Provided IP”) is embodied or reflected in the Work Product, Customer hereby grants to APM Help a non-exclusive, worldwide, fully paid-up and royalty-free right and license to use such Customer Provided IP in connection with the Services and the Work Product.

4.6. Subject to payment of all fees and other amounts due to APM Help under this Agreement and the applicable Order, APM Help grants to Customer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up right and license to use any Work Product or Materials exclusively for internal business purposes. Customer shall not resell or otherwise transfer any such Work Product or Materials.

4.7. Subject to the terms of this Agreement, each party grants to the other party and its affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the logo, trademarks, and service marks (“Marks”) of the Customer or its affiliate solely to identify APM Help as your service provider. Accordingly, APM Help and its affiliates may use those Marks (a) on APM Help webpages and apps that identify APM Help’s customers and (b) in APM Help sales/marketing materials and communications. All goodwill generated from the use of the Mark will inure to the sole benefit of the owner.

4.8. Confidentiality. “APM Help Confidential Information” means nonpublic information disclosed or made available by or for APM Help in connection with the Services that is identified as confidential or reasonably should be understood to be confidential, including nonpublic pricing, staffing information, methods, workflows, scripts, software, security information, and proprietary elements of Work Product. It excludes information Customer can demonstrate was lawfully known without restriction before disclosure, becomes public without breach, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the information. Customer shall use APM Help Confidential Information only to receive the Services and exercise its express rights under this Agreement; protect it with reasonable care, and no less than the care used for its own similar information; and disclose it only to representatives who need to know it for those purposes and are subject to written confidentiality obligations or professional duties at least as protective. Customer is responsible for its representatives’ compliance. Customer may make a legally compelled disclosure only to the required extent and, unless prohibited by Law, after prompt notice to APM Help and reasonable assistance, at APM Help’s expense, in seeking protective treatment. On APM Help’s written request after termination, Customer shall return or delete the information, except licensed Work Product, legally required records, and routine backups not reasonably accessible in ordinary operations, which remain subject to this Section. These obligations survive for three (3) years after termination and, for trade secrets, for so long as the information remains protected as a trade secret under Law.

05. BUSINESS SERVICES AND DATA USE

5.1 Business Services.

APM Help provides services to businesses that may in turn provide services to other businesses and individuals. Subject to Law, this Agreement, including the DPA, and applicable privacy notices, APM Help may use Personal Data to provide, maintain, support, secure, analyze, and improve the Services for Customer and for the separate business operations expressly described in Section 5.3. “Personal Data” means information that is linked or reasonably linkable to an identified or identifiable natural person, including “personal data,” “personal information,” and analogous terms under applicable Law; it does not include information that is lawfully deidentified or aggregated so that it is not reasonably linkable to an individual.

5.2 Customer Data.

For purposes of this Agreement, “Law” means each applicable statute, law, ordinance, code, rule, regulation, order, judgment, decree, or other binding requirement of any local, municipal, state, provincial, territorial, federal, national, or other governmental authority.

For the purposes of this Agreement, “Customer Data” means all data (a) provided by Customer to APM Help, (b) collected, received, stored, or maintained by APM Help in connection with the Services, or (c) derived from the foregoing. Subject to Law, the limitations in Section 5.3, and the DPA, APM Help may use Customer Data to (i) provide, administer, maintain, support, secure, analyze, develop, and improve the Services; (ii) develop or improve the products and services of APM Help or its affiliates using lawfully deidentified or aggregated data or pursuant to a separate written agreement meeting Section 5.3; (iii) comply with Law and binding governmental requirements; and (iv) protect the rights, property, security, and safety of APM Help, its affiliates, Customer, End Users, and others. APM Help may share Customer Data with its affiliates and with third parties acting for APM Help or its affiliates, including service providers, contractors, consultants, professional advisers, analytics providers, and development vendors, only as reasonably necessary for those purposes and subject to confidentiality, security, and purpose-limitation obligations appropriate to the nature of the data and required by Law. APM Help will not authorize a recipient to use identifiable Customer Data for the recipient’s own unrelated advertising or other independent commercial purposes. APM Help may create, use, and share lawfully deidentified or aggregated data for lawful purposes. With respect to deidentified data subject to Texas Business & Commerce Code Chapter 541, APM Help shall take reasonable measures to ensure that the data cannot be associated with an individual; APM Help shall maintain a publicly accessible commitment, in its published privacy notice or a publicly available version of this Agreement, to maintaining and using such deidentified data without attempting to reidentify it; and APM Help shall contractually obligate each recipient of such deidentified data to comply with Chapter 541 with respect to that data. If APM Help discloses pseudonymous data or deidentified data subject to Chapter 541, APM Help shall exercise reasonable oversight to monitor compliance with the contractual commitments applicable to that data and shall take appropriate steps to address any breach of those commitments. APM Help will comply with other applicable Law governing deidentified, aggregated, or pseudonymous data. Nothing in this Agreement requires APM Help to reidentify deidentified or pseudonymous data, maintain data in identifiable form, or obtain, retain, or access data or technology solely to associate a request with data, except to the extent required by Law. APM Help is not obligated to retain Customer Data after the Term except as required by Law, required to perform a post-termination obligation, otherwise stated in this Agreement, or agreed in writing. Customer is responsible for complying with Law governing the collection, use, storage, and disclosure of Personal Data pertaining to its clients, tenants, residents, and other individuals.

5.3 Personal Data.

When Customer provides Personal Data to APM Help or authorizes APM Help to collect or receive Personal Data, Customer represents and warrants that it has provided all required notices to, and obtained all required rights, permissions, and consents from, the applicable individuals, including tenants and residents, sufficient to permit APM Help to lawfully collect, use, retain, disclose, and share the Personal Data as described in this Agreement, including with APM Help’s affiliates and third parties acting for APM Help or its affiliates, solely for the purposes permitted by this Section 5 and the DPA. Customer shall not provide, or direct APM Help to collect, sensitive Personal Data unless Customer has satisfied every notice, consent, and other requirement applicable to that data and the contemplated processing.

The parties’ roles with respect to Personal Data are determined by the context and applicable Law. When APM Help processes Personal Data on Customer’s behalf to provide the Services, APM Help acts as a processor or service provider, including as a subprocessor when Customer acts for another controller or business. APM Help may use that Personal Data internally to maintain or improve the quality of the Services it provides to Customer only as permitted by the DPA and Law; this does not authorize using identifiable Personal Data to perform services for another customer or to develop unrelated products. For broader development of its or its affiliates’ products or services, APM Help shall use only lawfully deidentified or aggregated data that is not reasonably linkable to an individual, unless the parties separately sign or affirmatively accept a writing specifying the additional purpose, their respective roles, required notices and consents, use restrictions, and any contract terms required by Law. Acceptance of this Agreement or a general Service instruction alone does not authorize that additional use. Separately, APM Help may act as a controller or business for Customer representative contact details, APM Help account records, and billing information used for account administration, billing, fraud prevention, and compliance with APM Help’s own legal obligations, only to the extent permitted by Law and disclosed in applicable privacy notices. That status does not authorize independent reuse of End User data received solely to perform Services. Nothing in this Agreement authorizes processing for an incompatible purpose or without consent where Law requires consent.

APM Help may process the Personal Data of (i) Customer’s customers, tenants, residents, and other natural persons with whom Customer transacts or has a business relationship (collectively, “End Users”); (ii) Customer’s representatives; and (iii) any natural persons who access or use the Services. Personal Data may include demographic and contact information as well as financial information and identity information, including government-issued documents (e.g., national IDs, driver’s licenses, and passports). Some types of data may be considered “sensitive” under the Law of certain jurisdictions.

APM Help may share Personal Data with Customer’s authorized representatives, APM Help’s affiliates, and the third parties described in Section 5.2 that act for APM Help or its affiliates and assist with the purposes expressly permitted by Sections 5.1 through 5.3 and the DPA. Each recipient may use identifiable Personal Data only for the specified purpose and not for its own unrelated advertising or other independent commercial purposes. APM Help may also disclose Personal Data as required by Law or as reasonably necessary to protect the rights, property, security, or safety of APM Help, its affiliates, Customer, End Users, or others. All sharing is subject to applicable Law and to contractual or professional confidentiality, security, and purpose limitations appropriate to the recipient and the nature of the data.

Upon request, Customer will make available to APM Help a privacy notice or policy that Customer certifies complies with Law and accurately describes the collection, use, retention, disclosure, and sharing of Personal Data contemplated by this Agreement, including disclosure to APM Help, its affiliates, and third parties acting for APM Help. The Data Processing Addendum attached as Schedule 1 (the “DPA”) is incorporated into and forms part of this Agreement. The DPA applies only when and to the extent APM Help performs Processor Processing (as defined in the DPA) that is subject to Data Protection Law (as defined in the DPA). It does not apply to Processing for which APM Help acts as a controller or business. Conflicts concerning Processor Processing are governed by Section 8 of the DPA. The Agreement’s disclaimers, indemnities, limitations and exclusions of liability, remedies, dispute-resolution provisions, notice provisions, and other risk allocations remain applicable as provided in that Section, without negating the DPA’s express processing obligations.

5.4 SMS Communications

Customer agrees that APM Help may send SMS (text) messages as part of its service offerings. These communications will be governed by the Terms and Conditions available on APM Help’s website. The Terms and Conditions include the following SMS disclosure:

● Brand Name: APM Help

● Message Types: Messages may include service updates, appointment reminders, account notifications, and relevant information about your services with APM Help.

● Message Frequency: Message frequency may vary depending on your engagement with APM Help. Typical frequency is up to 2 messages per week.

● Charges: Message and data rates may apply based on your mobile carrier plan.

● Help Instructions: You may reply HELP to any message for assistance.

● Opt-Out Instructions: You may opt out at any time by replying STOP to any message.

● Privacy Policy: All SMS communications are subject to APM Help’s Privacy Policy.

Customer acknowledges and agrees to inform its users, if applicable, of these terms when authorizing SMS communications through APM Help’s services.

06. REPRESENTATIONS AND WARRANTIES

6.1. Customer hereby represents and warrants to APM Help as of the Effective Date and at all times during the Term as follows:

6.1.1. Customer has the power and authority to enter into and perform this Agreement; the individual signing or accepting this Agreement or an Order on Customer’s behalf is authorized to do so; and this Agreement and each accepted Order constitute legal, valid, binding, and enforceable obligations of Customer.

6.1.2. Customer is a business (including a sole proprietor) or a non-profit organization located in the United States or Canada.

6.1.3. Execution and performance of this Agreement by Customer do not (a) breach any agreement of Customer with a third party, (b) violate any duty of Customer arising in law or equity, or (c) violate any applicable Law.

6.1.4. There are no legal actions pending or threatened against it that could interfere with the performance of its obligations under this Agreement.

6.1.5. Customer has obtained and maintains all necessary rights, consents, licenses, approvals, permissions, notices, and actual authority for the operation of its business, the lawful sharing of Customer Data and Personal Data, access to and use of the Services, and the appointment, delegation, authorization, and Programmatic Access within the Authorized Scope contemplated by Section 2, in each case in compliance with this Agreement, Law, and all applicable third-party contracts, terms, policies, security requirements, and access restrictions; and

6.1.6. Customer shall use commercially reasonable efforts to notify APM Help of any changes to its procedures affecting APM Help’s obligations under this Agreement at least 30 days prior to implementing such changes.

6.2. THE SERVICES AND WORK PRODUCT ARE PROVIDED “AS IS” AND APM HELP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, WORK PRODUCT AND MATERIALS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AND EXCEPT FOR WARRANTIES, SPECIFICATIONS, OR REQUIREMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE ACCEPTED ORDER, APM HELP PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SERVICES AND WORK PRODUCT WILL MEET CUSTOMER’S REQUIREMENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE.

6.3. Defined Commitments and Reliance. Customer is acquiring the Services for its business use and is responsible for identifying material requirements in the accepted Order. To the extent permitted by Law, Customer agrees that it is relying on the express commitments in this Agreement and the accepted Order, and not on projections, anticipated savings, descriptions of future functionality, or assurances of error-free performance not expressly included in those documents. No statement in this Section releases fraud, excuses a false factual statement, disclaims an express agreed commitment, or waives a right that cannot lawfully be waived. No recital in this Agreement establishes that Customer actually negotiated a term or consulted counsel.

6.4. Insurance. During the Term, Customer shall maintain cyber/privacy and professional-liability coverage reasonably appropriate to its business, property portfolio, data, and obligations under this Agreement, subject to commercially reasonable availability. Any specific limits, endorsements, or coverage continuation after termination must be expressly agreed in an Order. On reasonable request, Customer shall provide certificates or other reasonable evidence of the required coverage, with unrelated confidential terms redacted. Any insurer waiver of subrogation or additional-insured requirement applies only if expressly agreed in an Order and supported by the necessary policy terms or insurer endorsement; this Agreement alone does not bind an insurer. Insurance does not limit Customer’s contractual obligations or require APM Help first to pursue an insurer. Claims, coverage disputes, or procurement of coverage may not delay legally required action.

07. INDEMNIFICATION

7.1 Customer shall defend, indemnify, and hold harmless APM Help, its affiliates, and each of their respective officers, directors, agents, contractors, subcontractors, service providers, licensees, and employees (collectively, the “APM Help Indemnitees”), and each of them, against and from any and all allegations, demands, claims, liabilities, damages, fines, penalties, or costs of whatever nature (including reasonable attorneys’ fees) brought by any third party (collectively, “APM Help Claims”), arising out of or in any way connected with:

(a) any actual or alleged violation or breach by Customer (including its employees and contractors) of any representations or warranties or of the terms and conditions of this Agreement.

(b) the negligence or willful misconduct of Customer (including its employees and contractors).

(c) Customer’s breach of any laws or regulations (including with respect to data security or privacy), including the failure of your terms of service or privacy policy to comply with applicable Law.

(d) Customer’s use of the Services or any Third-Party Service, including use by Customer’s employees, contractors, agents, or other representatives; or

(e) Customer’s violation of any agreements it has with any End Users.

If any APM Help Claim is made or any action or proceeding is brought against APM Help Indemnitees, or any of them, any such APM Help Indemnitee may, by notice to Customer, require Customer, at Customer’s expense, to defend APM Help against such APM Help Claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such APM Help Indemnitee. Neither Section 7.1 nor Section 7.3 requires Customer to indemnify an APM Help Indemnitee for an IP Claim to the extent APM Help is obligated to indemnify Customer for that claim under Section 7.2, subject to its limitations. For other claims within Section 7.3, that Section’s allocation and procedures control over an inconsistent provision of Section 7.1. No party may recover the same loss more than once.

7.2 IP Infringement.

(a) Indemnification. For the purposes of this Agreement, an “IP Claim” means any demand, investigation, or legal proceeding brought by a third party alleging that the Services, Work Product, or a Mark provided by APM Help and used by Customer in accordance with this Agreement infringes or misappropriates the intellectual property rights of the third party. “IP Claim Losses” means (a) all amounts finally awarded to the third party making the IP Claim and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by APM Help. APM Help will indemnify Customer against all IP Claim Losses.

(b) Limitations. APM Help’s obligations in this Section 7.2 do not apply to the extent the IP Claim or IP Claim Losses arise out of:

(i) Customer’s (or its agents’ or employees’) failure to implement, maintain and use the Services in accordance with this Agreement.

(ii) Customer’s (or its agents’ or employees’) breach of this Agreement; or

(iii) Customer’s (or its agents’ or employees’) negligence, fraud, or willful misconduct.

(c) Process. Customer must promptly notify us of the IP Claim for which you seek indemnification. We will not indemnify you to the extent that we have been prejudiced by a delay or failure to notify on the part of the Customer. APM Help may, but is not obligated to, assume control of the defense and settlement of an IP Claim with counsel of its choosing at its expense. Customer shall reasonably cooperate and may participate with its own counsel at its own expense. APM Help shall not settle an IP Claim by admitting fault by Customer or imposing an obligation on Customer other than a payment fully funded by APM Help without Customer’s prior written consent, not to be unreasonably withheld. Customer shall not settle an IP Claim for which it seeks indemnification without APM Help’s prior written consent. This procedure does not expand IP Claim Losses, create a separate duty to defend, or alter Section 10.

(d) Other Actions. APM Help may in its discretion and at no additional expense to you:

(i) modify the Services or Work Product so that they are no longer claimed to infringe or misappropriate intellectual property rights of a third party.

(ii) replace the affected Services with a non-infringing alternative.

(iii) obtain a license for you to continue to use the affected Services, Work Product, or Mark; or

(iv) suspend or terminate Customer’s use of the affected Services, Work Product, or Mark immediately or on any later date selected by APM Help, subject to any notice expressly required by this Agreement or that cannot lawfully be waived under Section 14(c).

(e) Exclusive Remedy. This Section 7.2 states APM Help’s sole liability, and your sole and exclusive right and remedy, for infringement by APM Help, including any IP Claim.

7.3 PROGRAMMATIC ACCESS; CUSTOMER AUTHORIZATION; RELEASE; THIRD-PARTY INDEMNITY.

(a) Allocation of Direct Risk. Customer is responsible for the accounts, credentials, permissions, data, instructions, and configurations it supplies or approves and its operational responsibilities under Section 2. To the fullest extent permitted by Law, Customer assumes the risk of, and releases the APM Help Indemnitees from, its direct claims to the extent attributable to (i) an action accurately performed within the Authorized Scope and in accordance with Customer’s documented instructions; (ii) an act, omission, outage, limitation, change, security control, or access restriction of a Third-Party System or its provider; or (iii) Customer’s breach of those responsibilities. This allocation does not release the portion of a claim caused by an APM Help Indemnitee’s action outside the Authorized Scope, failure to follow documented instructions, breach of an express contractual duty, gross negligence, willful misconduct, fraud, or breach of an independent duty that cannot lawfully be excluded. Any remaining liability is subject to Section 10 to the extent enforceable. Customer shall take reasonable steps to mitigate loss and avoid duplicative recovery.

(b) Third-Party Claims. To the fullest extent permitted by Law, Customer shall defend, indemnify, reimburse, and hold harmless the APM Help Indemnitees from and against any allegation, demand, claim, action, investigation, proceeding, liability, loss, damage, fine, penalty, assessment, fee, charge, cost, or expense, including reasonable attorneys’ fees and reasonable investigation, forensic, restoration, correction, and re-performance costs, asserted by an End User, Third-Party System provider, governmental authority, or other third party and arising out of or relating to (i) Customer’s actual or alleged lack of authority to grant the access or authorization contemplated by Section 2; (ii) Customer’s accounts, credentials, tokens, data, instructions, configurations, or breach of a representation, warranty, covenant, contract, privacy obligation, or Law; (iii) an actual or alleged violation of a Third-Party System’s terms, policies, rights, security controls, or access restrictions resulting from Programmatic Access within the Authorized Scope; or (iv) an action performed by an APM Help Indemnitee within the Authorized Scope. Customer has no obligation under this subsection to the extent a final, nonappealable judgment or a written allocation agreed by the parties determines that the claim was caused by the applicable APM Help Indemnitee’s action outside the Authorized Scope, failure to follow Customer’s documented instructions, sole ordinary negligence, gross negligence, willful misconduct, or fraud. Section 7.4 governs defense funding, allocation, and amounts that cannot lawfully be shifted.

(c) Express Allocation; Procedure. TO THE EXTENT PERMITTED BY LAW, THE THIRD-PARTY INDEMNITY IN SECTION 7.3(b) APPLIES EVEN IF AN INDEMNIFIED CLAIM IS CAUSED IN PART BY THE CONCURRENT OR COMPARATIVE ORDINARY NEGLIGENCE OF AN APM HELP INDEMNITEE, BUT DOES NOT APPLY TO THE EXTENT A FINAL, NONAPPEALABLE JUDGMENT OR A WRITTEN ALLOCATION AGREED BY THE PARTIES DETERMINES THAT THE CLAIM WAS CAUSED SOLELY BY THAT INDEMNITEE’S ORDINARY NEGLIGENCE OR TO THE EXTENT EXCLUDED BY THE EXCLUSIONS IN SECTION 7.3(b). Customer’s duty to defend arises upon tender of an indemnified third-party claim. APM Help may participate in the defense or, if the claim presents a conflict of interest or may materially affect an APM Help Indemnitee, assume control of the defense with counsel of its choosing at Customer’s expense. Customer shall not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to provide a complete release to an APM Help Indemnitee without APM Help’s prior written consent. Customer’s obligations under Section 7.3(b) are not limited by Section 10 and survive expiration or termination of this Agreement or an applicable Order. Section 7.4 applies to the defense and allocation of these claims.

7.4. Customer Defense Funding and Allocation. For a third-party claim potentially covered by Section 7.1 or 7.3, Customer’s duty to defend begins on tender reasonably identifying the claim and asserted basis for coverage. Customer shall pay reasonable defense expenses as incurred or reimburse the entitled APM Help Indemnitee within thirty (30) days after receiving a reasonably itemized invoice; privileged information may be withheld or appropriately redacted while providing sufficient support. Costs solely attributable to a clearly uncovered claim are excluded. Reasonable common-defense costs for mixed claims shall be advanced to the extent potentially covered, subject to later allocation. A coverage dispute does not suspend payment of undisputed amounts. APM Help may control the defense at Customer’s expense where a conflict exists or the claim may materially affect an indemnitee. Customer shall not settle by admitting an indemnitee’s fault, imposing an obligation, or withholding a complete release without APM Help’s prior written consent.

Defense advances and ultimate indemnity shall be allocated by written agreement or final adjudication, and any overpayment shall be reimbursed within thirty (30) days after the allocation becomes binding. Each party shall reasonably cooperate and avoid unnecessary duplication of counsel or costs. No final-judgment requirement postpones a nonwaivable exclusion or requires funding, indemnification, or reimbursement that Law prohibits, including an impermissible shift of an indemnitee’s independent statutory liability, fines, or penalties. APM Help may recover a loss only once. This Section controls inconsistent defense or funding procedures in Sections 7.1 and 7.3 and does not enlarge their substantive coverage or Section 7.2.

7.5. Direct Customer-Caused Costs. Separate from its third-party indemnities, Customer shall reimburse APM Help for reasonable, documented, actually incurred investigation, restoration, correction, and incident-response costs to the extent caused by Customer’s breach of Sections 2, 5, or 6 or Section 6 of the DPA, whether or not a third-party claim is asserted. Recoverable costs include reasonable outside-provider charges and incremental personnel time at rates stated in an accepted Order or, absent such rates, documented incremental cost; they exclude ordinary costs already compensated by Service fees. No reimbursement is due for the portion caused by APM Help’s breach of an express obligation or a duty that Law does not permit it to shift. Undisputed amounts are due within thirty (30) days after a reasonably itemized invoice. This Section does not create new Services, enlarge APM Help’s duties, or permit double recovery; Section 10.5 applies.

7.6. Incident Coordination and Response Costs. Customer shall designate a monitored incident-response email address and an alternate contact, keep them current, and promptly provide reasonably available information and assistance necessary to investigate, contain, and meet applicable obligations concerning an incident affecting Customer Data or access used for the Services. Until otherwise designated, Customer’s notice email and primary account administrator are its incident contacts. APM Help may use those contacts for incident notices in addition to any delivery method required by Law. Customer controls its legally assigned resident and regulatory notifications; APM Help controls response within its own systems. Neither party may make an admission or commitment on the other’s behalf. Reasonable coordination and, where practicable and lawful, advance review of statements attributing fault to APM Help are required, but neither approval nor a dispute over responsibility, insurance, or costs may delay a legally required notice, report, disclosure, cooperation, or other action.

Customer shall not bind APM Help to settlements or discretionary response spending without APM Help’s prior written consent. Voluntary customer credits, public-relations programs, duplicative investigations, or monitoring or other benefits beyond legal requirements are not automatically reimbursable by APM Help. Reasonable urgent expenditures legally required or reasonably necessary to mitigate imminent harm may be undertaken without prior approval; their undertaking alone does not establish APM Help’s liability. Any recovery of response expenses must have an independent basis in this Agreement or Law and remains subject to the agreed allocation and enforceable limits in Section 10. Additional Services requested by Customer require agreement on scope and charges unless APM Help is already obligated to perform them. Nothing in this Section conditions a mandatory action on payment, restricts truthful communications with governmental authorities, or waives privilege. DPA Section 7 governs applicable incident-notification triggers and timing.

08. PERSONNEL NON-SOLICITATION

8.1. “Covered Person” means an individual officer, employee, independent contractor, subcontractor, consultant, temporary or leased worker, or other individual service provider of APM Help or an affiliate who, during the twelve (12) months preceding the conduct at issue, materially performed, supervised, or supported the Services for Customer or had material direct contact with Customer in connection with the Services. During the Term and for twelve (12) months after the Covered Person last materially performed, supervised, or supported Services for Customer or had material direct contact with Customer in connection with the Services, whichever occurred later, Customer shall not, and shall cause each affiliate it controls not to, directly or indirectly, use targeted outreach, nonpublic staffing, compensation, or contact information obtained through the Services, or a recruiter or other intermediary acting at Customer’s direction, to solicit, recruit, induce, or encourage that Covered Person to terminate, reduce, or not renew the Covered Person’s relationship with APM Help or its affiliate or to accept employment or engagement with Customer or an affiliate. Customer shall not structure or use an intermediary arrangement for the purpose of circumventing the foregoing restriction. The restriction does not restart or extend because the Covered Person later ceases to work for APM Help or an affiliate.

8.2. Section 8.1 does not prohibit (a) a general advertisement or other broad solicitation not directed at APM Help personnel; (b) a search by a recruiter not instructed to target APM Help personnel; (c) contact initiated by a Covered Person without prior prohibited solicitation by Customer; (d) hiring or engagement based on a bona fide relationship that Customer documents existed before the Covered Person’s involvement in the Services; or (e) conduct approved in advance in writing by APM Help. Nothing in this Section prevents any person from seeking or accepting employment or engagement or prohibits Customer from hiring or engaging a person absent conduct prohibited by Section 8.1.

8.3. The restrictions in this Section are intended only to protect APM Help’s legitimate interests in its customer-specific staffing investments and nonpublic personnel information and shall be applied only to the extent reasonably necessary for those purposes and permitted by Law. If a restriction is unenforceable as written, a court may reform it to the minimum extent necessary to make it enforceable. APM Help may seek temporary, preliminary, or permanent injunctive relief for an actual or threatened breach, subject to applicable Law.

09. DISCLAIMER OF LIABILITY

APM Help is not responsible for, and disclaims all liability arising from or relating to:

(a) your compliance with Laws and obligations related to your provision of goods or services to your End Users, even if connected to any Service we provide.

(b) any Third-Party Service provider’s acts or omissions in providing services to Customer or its End Users, or any such provider’s failure to comply with its agreement with Customer;

(c) any other actions not related to the Services we provide; or

(d) an act, omission, outage, limitation, change, security control, access restriction, fee, penalty, interruption, data error, or other condition of a Third-Party System or its provider, or a consequence of APM Help accurately following Customer’s documented instructions within the Authorized Scope, except to the extent Section 7.3 expressly provides otherwise.

10. LIMITATION OF LIABILITY

10.1. Excluded Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER ENTITY FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTIONS 10.5 AND 10.7, THESE EXCLUSIONS APPLY TO CLAIMS AGAINST THE PROTECTED PARTIES DEFINED BELOW.

10.2. Protected Group. For this Section, “Protected Parties” means APM Help, its affiliates, and their respective owners, members, directors, officers, personnel, agents, contractors, subcontractors, and service providers acting on APM Help’s behalf in connection with this Agreement. “Customer Claimants” means Customer and only those additional service recipients validly bound as contracting Customers under Section 2, whether through the same authorized acceptance or their own valid acceptance. Each accepts this Section’s shared ceilings and aggregate as part of accepting this Agreement, without a separate acknowledgment or joinder. It does not include a tenant, resident, other data subject, or unrelated person merely because Customer supplies that person’s data.

10.3. Liability Ceiling. SUBJECT TO SECTION 10.7, THE COLLECTIVE LIABILITY OF ALL PROTECTED PARTIES TO ALL CUSTOMER CLAIMANTS FOR A CLAIM OR GROUP OF RELATED CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN ORDER, THE SERVICES, OR WORK PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING ORDINARY NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (I) THE FEES ACTUALLY PAID TO APM HELP UNDER THE ORDER OR ORDERS DIRECTLY GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (II) $500.00. IF A CLAIM IS NOT REASONABLY ATTRIBUTABLE TO A PARTICULAR ORDER, THE FEE BASE IS THE FEES ACTUALLY PAID UNDER THIS AGREEMENT DURING THAT SAME PERIOD. AN EXPRESS DIFFERENT LIMIT IN A BILATERALLY ACCEPTED ORDER OR AMENDMENT CONTROLS ONLY AS THAT WRITING STATES.

10.4. Single Aggregate; Related Claims. For all claims arising out of or relating to this Agreement, including its renewals and Orders, the Protected Parties’ collective aggregate liability shall not exceed the single largest applicable ceiling determined under Section 10.3 for the claims asserted, not the sum of those ceilings. Amounts paid to satisfy claims subject to that aggregate reduce the remaining available aggregate; it does not reset by renewal, Order, claimant, record, legal theory, or protected defendant. Claims arising from the same incident or a substantially related series of acts or omissions are “Related Claims”; their ceiling is measured from the earliest event in that incident or series giving rise to the claimed liability. This measurement rule does not change legal accrual, discovery, tolling, or notice requirements. No fee, loss, or payment may be counted twice.

10.5. Included Amounts; Customer Payments. Covered damages, contractual indemnity payments, response-cost reimbursements, and contractual attorneys’ fee and cost awards under Section 13.3 payable by a Protected Party count within, not in addition to, the applicable ceiling and aggregate. This does not enlarge IP Claim Losses or create a duty to defend under Section 7.2. Section 10.1 does not excuse Customer’s accrued fees, agreed true-ups, taxes, approved expenses, recoverable collection costs, direct reimbursements under Section 7.5, or third-party amounts indemnifiable under Sections 7.1 or 7.3, even if a third party characterizes an indemnified amount as an excluded damage. Customer’s obligations under Sections 7.1 and 7.3 through 7.5 are not subject to a dollar cap under this Section. No party may recover the same loss twice.

10.6. Contract Recourse; Enforcement. For a claim based solely on performance of APM Help’s contractual duties, Customer shall seek contractual recourse from SYNDI CO, d/b/a APM Help, and not from its owners or other Protected Parties solely because they acted for APM Help. This does not waive a separate undertaking by another person or an independent right that cannot lawfully be waived. Each Protected Party is an intended third-party beneficiary solely of the defenses, releases, indemnities, limitations, and dispute provisions expressly protecting it, and may enforce those provisions. No independent right of a person not bound by this Agreement is limited by this Section.

10.7. Mandatory Rights; Independent Operation. Each exclusion, release, and limitation operates independently and to the fullest extent permitted by Law, including where a limited remedy fails of its essential purpose. No provision limits liability for fraud, gross negligence, willful misconduct, violation of Law, or any other matter to the extent Law prohibits that particular limitation, or restricts public enforcement or a nonwaivable third-party right. These limits address recoverable liability; they do not authorize nonperformance of an express processing, security, notification, cooperation, or other nonwaivable duty. Return of excess defense advances under Section 7.4, express refunds of unearned fees, and billing corrections required under Section 3 or Law remain performance obligations, not damages that may be withheld because a liability ceiling is exhausted. Nothing here creates liability or a remedy that otherwise does not exist.

11. TERM AND TERMINATION

11.1. This Agreement becomes effective upon Customer’s acceptance as described above or first use of the Services, whichever occurs first (the “Effective Date”). Acceptance alone does not create an obligation to purchase or furnish Services without an Order accepted by both parties under Section 1.1. Unless an accepted Order expressly states otherwise, the initial service term is twelve (12) months beginning on the commencement date for paid Services stated in Customer’s first accepted Order or, if no date is stated, the first provision of paid Services under that Order (the “Service Commencement Date”), subject to Customer’s early-termination right in Section 11.2 (the “Initial Term”). Free trials, Beta Services, and pre-service access do not start that commitment unless an accepted Order expressly provides otherwise. Upon expiration of the Initial Term, this Agreement automatically renews for successive one (1)-month periods unless an applicable Order expressly provides another renewal period that Customer has affirmatively accepted or a different future renewal period becomes binding through a valid Notice of Change under Section 15 (together with the period from the Effective Date through the Initial Term, the “Term”). An Order expressly designated as month-to-month has no minimum fixed-term commitment, is not subject to Section 11.2’s six-month restriction, and is subject to Section 11.2’s notice period unless that Order expressly states otherwise. A later Order creates a separate minimum commitment only if it expressly states one and does not by itself restart the Initial Term. A Notice of Change may alter terms, including the duration of a future renewal, only as permitted by Section 15 and Law, with its notice and rejection protections; it may not lengthen an unexpired current minimum commitment.

11.2. Customer may terminate this Agreement or an applicable Order for convenience upon at least two (2) months’ prior written notice, and the notice period may not be fewer than sixty (60) days. A convenience termination during the Initial Term may become effective on or after the six (6)-month anniversary of the Service Commencement Date. Customer may deliver the required notice before that anniversary; for clarity, a notice received early enough to satisfy both the two-month requirement and the sixty-day minimum may make the termination effective on the six-month anniversary. If Customer terminates for convenience under this Section before the end of a stated fixed-term commitment and the applicable Order clearly identifies a discounted fixed-term rate and the corresponding month-to-month rate, Customer shall pay the difference between those rates for the Services provided through the effective termination date. If the applicable Order instead states a specific early-termination true-up formula, that formula controls. No early-termination fee or rate true-up applies unless it is clearly stated or calculable from rates clearly stated in the applicable Order. No such fee or true-up applies to Customer’s termination for APM Help’s uncured material breach or exercise of an express termination right under Section 15. A separate minimum commitment or different convenience-termination rule expressly stated in an accepted Order governs only that Order; otherwise this Section’s defaults apply. A notice terminating this Agreement also terminates outstanding Orders on their respective earliest permitted termination dates unless the notice expressly limits its scope, and this Agreement continues to govern an Order until that Order ends. A termination notice validly delivered before the effective date of a modification remains governed by the terms in effect when the notice was delivered. Customer may terminate this Agreement in full if APM Help materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving Customer’s written notice. APM Help may suspend Services immediately and may terminate this Agreement, an Order, or a Service upon written notice for Customer’s material breach, without prior notice or an opportunity to cure except to the extent a notice or cure right cannot lawfully be waived under Section 14(c).

11.3. In addition to all other rights and remedies, APM Help may suspend or terminate a Service, an Order, or this Agreement immediately and without prior notice if APM Help reasonably determines in good faith that Customer’s conduct or continued access to the Services presents a material risk of fraud, illegality, regulatory violation, data or system insecurity, nonpayment of an undisputed amount when due, operational disruption, reputational harm, or harm to APM Help, an affiliate, an End User, or another person, subject only to a notice or cure right that cannot lawfully be waived under Section 14(c).

11.4. Upon expiration or termination of this Agreement or an applicable Order, Customer shall promptly pay all amounts due through the effective date, including any expressly applicable early-termination true-up under Section 11.2 and collection costs payable under Section 3. Except for return or deletion required by the DPA or Law, APM Help is under no obligation to provide a data export or transition service unless the parties agree in writing and the service is priced in an Order.

11.5. In addition to all other remedies available under this Agreement, an applicable Order, or Law, APM Help may suspend any or all Services immediately if Customer fails to pay any undisputed amount when due, without prior notice or an opportunity to cure except to the extent either cannot lawfully be waived under Section 14(c).

11.6. Sections 3, 4, 5, 7, 8, 9, 10, 11.4, 12, 13, 14, and 15, together with every other provision that by its nature is intended to survive, shall survive any expiration or termination of this Agreement or an applicable Order.

12. INDEPENDENT CONTRACTOR

Except for the special and limited agency expressly created under Section 2, the parties agree that nothing in this Agreement creates a joint venture, partnership, franchise, general agency, employer-employee, fiduciary, or similar relationship between the parties or authorizes either party to act as the agent of the other. APM Help is and remains an independent contractor. The agency created under Section 2 (a) confers only actual authority within the Authorized Scope; (b) does not authorize APM Help to enter into unrelated contracts or otherwise bind Customer outside the Authorized Scope; (c) does not authorize either party to represent that APM Help has broader authority; (d) any duties arising from that limited agency are confined to the Authorized Scope and are modified and limited by this Agreement to the fullest extent permitted by Law; and (e) the limited agency does not alter APM Help’s independent-contractor status. Customer is not responsible for withholding taxes from APM Help’s compensation. APM Help has no claim against Customer for vacation pay, sick leave, retirement benefits, social security, workers’ compensation, health or disability benefits, unemployment insurance benefits, or employee or other benefits. Except for obligations arising from authorized acts within the Authorized Scope, nothing in this Agreement creates an obligation between either party and a third party.

13. DISPUTE RESOLUTION

13.1. If any controversy, claim, or dispute arising out of or relating to this Agreement, including the breach or interpretation of this Agreement or any Order (collectively, a “Dispute”) is not resolved within thirty (30) days from the date that either party provides the other party with written notice of the existence thereof, then each party shall designate an executive who is authorized to investigate, negotiate, and settle the Dispute. The executives shall exercise good-faith efforts to settle the Dispute. If the executives do not resolve the Dispute within thirty (30) days, or such longer period as mutually agreed, then the parties shall resolve the Dispute in accordance with Section 13.2. Except as stated in this Section 13.1, no court or other action pertaining to a Dispute shall be pursued unless this procedure has been exhausted. APM Help may, at any time and without first following this procedure, suspend or terminate Services, refer an overdue account for collection, pursue payment or collection remedies, or seek temporary, preliminary, or permanent equitable or injunctive relief to protect data, systems, intellectual property, confidential information, personnel, goodwill, or business relationships or to enforce Sections 4, 7.3, or 8; and either party may seek emergency equitable relief where delay would cause irreparable harm. Either party may also file an action solely as necessary to preserve a limitations period, while requesting a stay of merits proceedings to complete this procedure.

13.2. Any Dispute not resolved in accordance with Section 13.1 shall be brought exclusively in the state courts located in Harris County, Texas or, if federal subject-matter jurisdiction exists, the United States District Court for the Southern District of Texas, Houston Division. Each party irrevocably submits to the exclusive personal jurisdiction and venue of those courts and waives any objection based on improper venue or forum non conveniens. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER.

13.3. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to any Dispute, then the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs. Any contractual award payable by a Protected Party is subject to Section 10; an award required by a nonwaivable statute is governed by that statute.

13.4. Time for Customer Contract Claims. TO THE EXTENT PERMITTED BY LAW, CUSTOMER AND EACH OTHER CUSTOMER CLAIMANT MUST COMMENCE AN ACTION ON A CLAIM AGAINST A PROTECTED PARTY BASED SOLELY ON BREACH OF THIS AGREEMENT OR AN ORDER NO LATER THAN TWO (2) YEARS AND ONE (1) DAY AFTER THE CLAIM ACCRUES UNDER APPLICABLE LAW. This contractual period is suspended during the pre-suit process actually required by Section 13.1 for a claim noticed before expiration, and during any further extension expressly agreed in writing. Applicable discovery rules and mandatory tolling, counterclaim, and other nonwaivable rights are preserved. This Section does not shorten a period governing an independent statutory duty, fraud, gross negligence, willful misconduct, or any claim for which shortening is prohibited, and does not extend a shorter period otherwise applicable by Law. The invoice-reconciliation and finality rules in Section 3 apply to invoice accuracy but do not shorten the time to bring suit or impose an unlawful claim-notice condition. Other operational review or reporting deadlines do not independently forfeit the right to sue.

14. NOTICES, COMMUNICATIONS, AND WAIVER

(a) Notices to APM Help. Unless this Agreement expressly states otherwise, a notice from Customer to APM Help must be in writing and sent to the notice email address or physical address stated in the applicable Order or later designated by APM Help. A notice from Customer is effective only when actually received by APM Help, and Customer is responsible for retaining evidence of delivery and receipt.

(b) Communications to Customer. By accepting this Agreement or using a Service, Customer consents to electronic communications and electronic signatures. APM Help may send operational communications by posting them to the Services or Customer’s account, including them on an invoice or statement, sending them by text message or email to contact information in APM Help’s records, or sending them by physical mail or delivery service. A notice expressly required by this Agreement, including a Notice of Change under Section 15, must be sent by email to Customer’s primary account administrator or notice email address in APM Help’s records or by physical mail or delivery service to Customer’s address in APM Help’s records; APM Help may also post that notice to the Services or Customer’s account. An email notice is deemed received when sent unless APM Help receives an automated failure or nondelivery message. A mailed notice is deemed received three (3) business days after mailing, and a notice sent by delivery service is deemed received on delivery. Other operational communications are deemed received when posted, transmitted, or included on an issued invoice or statement. Customer shall keep its contact information current.

(c) WAIVER; MINIMUM LEGALLY REQUIRED NOTICE.

TO THE FULLEST EXTENT PERMITTED UNDER TEXAS LAW AND ANY OTHER APPLICABLE LAW, CUSTOMER KNOWINGLY AND VOLUNTARILY WAIVES ALL ADVANCE, REPEATED, INDIVIDUALIZED, OR OTHER NOTICES, DISCLOSURES, DEMANDS, WARNINGS, REMINDERS, AND OPPORTUNITIES TO CURE THAT APM HELP MIGHT OTHERWISE BE REQUIRED TO PROVIDE, INCLUDING NOTICE OF DEFAULT, BREACH, NONPAYMENT, SUSPENSION, TERMINATION, REFERRAL FOR COLLECTION, OR EXERCISE OF A CONTRACTUAL REMEDY, EXCEPT (I) A NOTICE EXPRESSLY REQUIRED BY THIS AGREEMENT, INCLUDING SECTION 15, AND (II) A NOTICE OR CURE RIGHT THAT CANNOT LAWFULLY BE WAIVED.

If a nonwaivable Law requires a notice, disclosure, waiting period, or opportunity to cure, APM Help need provide only the minimum content, timing, frequency, form, delivery method, waiting period, and cure period required by that Law, and Customer waives every additional or more favorable requirement to the fullest extent permitted. No deemed-receipt provision in this Agreement authorizes a delivery method where Law requires a different method or actual receipt. A required notice may be combined with another communication, delivered electronically when Law permits, and made effective at the earliest time Law permits. APM Help may voluntarily provide an additional notice without creating a future duty, waiver, or course of dealing. This subsection limits only notices and cure rights owed by APM Help to Customer; it does not reduce any notice, disclosure, consent, cooperation, or other communication Customer must provide to APM Help, an End User, a third party, or a governmental authority, including Customer’s notice under Section 11.2.

(d) Nonwaivable Duties. No general waiver, deemed receipt, release, cost allocation, or approval requirement in this Agreement excuses a nonwaivable privacy, security, breach-notification, cooperation, or other legal duty, restricts a truthful report to or cooperation with a governmental authority, or binds an individual who is not a party. The conditional Texas DTPA waiver in Section 14(e) is governed by its stated requirements. No deadline here delays a notice that Law requires immediately.

(e) WAIVER OF CONSUMER RIGHTS — CONDITIONAL TEXAS DTPA WAIVER.

This subsection applies only to Customer’s rights under the Texas Deceptive Trade Practices–Consumer Protection Act (DTPA) for the Services acquired under the applicable accepted Order and only when all requirements of Texas Business & Commerce Code Section 17.42 are actually satisfied. Customer must be represented by legal counsel in seeking or acquiring those Services, must not be in a significantly disparate bargaining position, and must have selected counsel without direct or indirect identification, suggestion, or selection by APM Help, a defendant relying on this waiver, or an agent of such a person. The waiver must be conspicuous, in bold type of at least 10 points, and included in a written record signed by Customer. Only when those conditions are satisfied, Customer makes the following waiver:

“I waive my rights under the Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq., Business & Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of my own selection, I voluntarily consent to this waiver.”

Customer’s single handwritten or legally valid electronic signature may sign this waiver together with the rest of this Agreement if the signed record expressly adopts this Agreement, including this subsection, and the waiver was provided in its required conspicuous form before signature. No separate form, initials, Customer signature, or counsel signature is required by this Agreement. Use of Services alone does not supply the required signature. Acceptance of this Agreement does not represent that Customer consulted counsel, establish the other eligibility facts, or require Customer to obtain counsel to enter the Agreement. Each Customer Claimant’s eligibility is determined separately. If a required condition is absent, this waiver does not operate and the remaining lawful provisions remain independently effective. This waiver is not a defense to an action by the Texas Attorney General under Section 17.47 and does not waive any nonparty’s rights or any other nonwaivable right or duty.

15. MISCELLANEOUS

Incorporation By Reference

(a) Product-Specific Terms. Certain Products and Services provided under this Agreement are subject to additional written terms—including product descriptions, service level agreements, data-processing addenda, acceptable-use policies, and end-user documentation—each as identified or referenced in an Order Form or Statement of Work (collectively, “Product Terms”). All Product Terms (i) are hereby incorporated into and form part of this Agreement as though set forth in full, (ii) are binding on the Parties upon the earlier of (A) execution of the corresponding Order Form/Statement of Work or (B) Customer’s use of the applicable Product or Service, and (iii) are subject to the document-precedence provision in subsection (c) below.

(b) Payment-Specific Terms. Each Order Form, Statement of Work, pricing schedule, or fee letter that expressly references this Agreement and is signed or otherwise affirmatively accepted by both parties (each, an “Ordering Document”) shall identify Customer by the customer name supplied for the Order, subject to Section 1.6, and identify the Services, the commencement date for paid Services, the fees and pricing basis, expenses, billing frequency or milestones, payment due dates, any fixed-term or month-to-month commitment, renewal and cancellation terms, and any early-termination true-up (collectively, “Payment Terms”) for the corresponding Services, together with each party’s notice email address, Customer’s primary and alternate incident contacts, the identities of any additional contracting Customers, subject to Section 1.6 and the capacity in which their acceptance is given under Section 2, and any specifically agreed insurance or credit-support requirements. An omitted term is supplied by this Agreement only to the extent expressly provided here; an omission does not by itself invalidate an otherwise accepted Ordering Document. No discount recapture or early-termination charge arises from an unstated rate or formula. An invoice may state amounts and due dates calculated under this Agreement, an accepted Ordering Document, or a modification validly made under this Agreement. The issuance or payment of an ordinary invoice does not by itself amend an accepted Ordering Document or create, extend, or renew a fixed-term commitment. A communication accompanying an invoice may constitute a Notice of Change only if it expressly satisfies Section 15’s notice requirements; any amendment then derives from that procedure, not merely from issuance or payment of the invoice.

(c) Document Precedence. If any conflict arises among the documents constituting this Agreement, the following order of precedence applies, in descending order: (1) an amendment signed or otherwise affirmatively accepted by both parties that expressly modifies this Agreement; (2) the applicable accepted Ordering Document; (3) its Product Terms; (4) this Agreement, excluding its exhibits and schedules; and (5) the other exhibits and schedules to this Agreement. Items (2) and (3) apply solely to the Services described in the applicable Ordering Document. The Ordering Document controls over conflicting Product Terms. Section 1.6 governs incorporation of same-Customer identifying information without changing the contracting person or commercial terms. Section 8 of the DPA governs conflicts concerning Processor Processing. A Notice of Change validly issued under Section 15 controls over an earlier term only to the extent Section 15 expressly permits. Except as expressly permitted by Section 1.6 or this Section’s Modifications procedure, a later invoice, notice, posting, policy, or other unilateral communication does not override an accepted Ordering Document or modify a commitment.

(d) Integrated Acceptance and Records. Before Customer signs or affirmatively accepts this Agreement or an Ordering Document, APM Help shall make a retainable copy of this Agreement, including Schedule 1, and the applicable incorporated Product Terms and Payment Terms available to Customer. One Customer signature or affirmative electronic acceptance may adopt this Agreement, its DPA, and an identified Order together, either by signing this Agreement with the Order attached or by signing or accepting an Order or integrated electronic record that expressly incorporates this Agreement. No separate execution supplement, risk acknowledgment, schedule signature, or initials are required by this Agreement. Each party agrees to the use of electronic records and signatures. An affirmative electronic act intended to sign the identified record, such as selecting an “I agree” control clearly linked to that record, is intended as an electronic signature to the extent Law recognizes it. APM Help’s acceptance of an Order remains required under Section 1.1 and may occur in the same record or by affirmative electronic confirmation; it does not require another Customer signature. The signature and actual eligibility requirements of Section 14(e) remain applicable to its conditional waiver. Before use of a Product or Service subject to Product Terms, Customer must have an opportunity to review those terms; use thereafter constitutes assent only as provided in subsection (a). Initial acceptance does not itself establish receipt of a future term not then made available; subsequent amendments may nevertheless become binding through this Section’s expressly authorized Modifications procedure without renewed acceptance to the extent Law permits. APM Help shall retain the accepted version and an acceptance record identifying the contracting Customer or Customers, accepting representative and representative capacity, applicable Order, and date. Customer’s identifying information may be completed or corrected under Section 1.6 without another signature; APM Help shall preserve the original supplied name and link the dated Customer Information Update to the original acceptance and Order. A reference to a later website version alone does not establish a valid amendment; a Notice of Change must satisfy this Section’s Modifications procedure. Adoption of a revised version remains subject to this Agreement’s amendment procedures and does not alone change accrued amounts, prior claims, a previously valid termination notice, or expressly controlling Order terms.

(e) Commercial Risk Acknowledgment. BY ACCEPTING THIS AGREEMENT, CUSTOMER SPECIFICALLY AGREES TO SECTION 1.6’S CUSTOMER-IDENTIFICATION PROCEDURE, SECTION 3’S ONE-CALENDAR-MONTH INVOICE REVIEW AND FINALITY RULE, THIS SECTION’S PROSPECTIVE NOTICE-BASED MODIFICATION PROCEDURE, AND THE CUSTOMER-CONTROLLED RESPONSIBILITIES AND DEFINED COMMITMENTS IN SECTIONS 2 AND 6.3; THE RELEASES, CUSTOMER INDEMNITIES, DEFENSE FUNDING, REIMBURSEMENT, AND RESPONSE-COST ALLOCATIONS IN SECTION 7; THE EXCLUDED DAMAGES, COLLECTIVE FEE-BASED LIABILITY CEILINGS, AND SINGLE NONSTACKING AGGREGATE IN SECTION 10; AND THE TEXAS FORUM, JURY WAIVER, CONTRACT-CLAIM DEADLINE, AND NOTICE PROVISIONS IN SECTIONS 13 AND 14, IN EACH CASE SUBJECT TO THEIR STATED LIMITS AND EXCEPTIONS. CUSTOMER’S OBLIGATIONS IDENTIFIED IN SECTION 10.5 ARE NOT SUBJECT TO A DOLLAR CAP UNDER SECTION 10. This acknowledgment is part of the same acceptance, creates no separate execution requirement, and does not change a substantive provision or establish that Customer negotiated a term or consulted counsel. It is not an individual guarantee and does not itself establish eligibility for Section 14(e).

Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to its conflict-of-law principles. The parties disclaim the United Nations Convention on Contracts for the International Sale of Goods, which shall not apply to this Agreement, any Order, or the parties’ performance hereunder.

Severability.

In the event that any provision of this Agreement shall be adjudged illegal or otherwise unenforceable, such provision shall be severed and the balance of this Agreement shall continue in full force and effect. Each release, exclusion, liability limit, waiver, and procedural restriction is separate; invalidity of one does not invalidate another to the extent the latter can lawfully operate independently. No severability provision authorizes enforcement of a term that nonwaivable Law prohibits.

Modifications

APM Help may prospectively modify this Agreement, its incorporated Product Terms, and the terms applicable to affected Services and Orders, including fees, pricing structures, billing frequency, service plans, renewal periods, cancellation terms, and contractual risk allocations, only through the procedure and within the limits below. BY ACCEPTING THIS AGREEMENT, CUSTOMER AUTHORIZES THAT PROCEDURE. TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW AND OTHER APPLICABLE LAW, A COMPLIANT NOTICE OF CHANGE IS SUFFICIENT TO MAKE A PERMITTED AMENDMENT EFFECTIVE WITHOUT ANOTHER CUSTOMER SIGNATURE, CLICK, OR AFFIRMATIVE REACCEPTANCE. APM Help remains bound by the existing terms until a change validly becomes effective and by the amended terms thereafter. (a) Notice and Effective Date. Except for clause (e), APM Help shall send one written notice of change (a “Notice of Change”) under Section 14(b) at least thirty (30) calendar days before the change takes effect, measured from deemed receipt or actual receipt where Law requires it. The notice must conspicuously identify that terms are changing, describe the material changes, provide the amended text or working access to a retainable version, state the effective date, and explain the applicable right and deadline to reject under clause (d). A notice may accompany an invoice or another communication if clearly identified and complete; an unexplained price change or website posting alone is insufficient. One notice is sufficient; no reminder, separate amendment, or repeated notice is required unless Law requires it. If the notice omits an effective date or states an impermissibly early date, the effective date is the earliest date satisfying this clause and any applicable longer legal period. (b) Operation Without Renewed Acceptance. Unless Customer timely exercises the applicable rejection right, a permitted change becomes part of this Agreement on its effective date by operation of this previously agreed procedure. Continued use or payment after clear notice may additionally evidence acceptance where Law permits, but is not an additional contractual prerequisite where the notice procedure is legally sufficient. If Law requires additional assent, a signature, consent, consideration, or another formality for a particular change, the change is ineffective to that extent until the requirement is actually satisfied; this clause does not deem the requirement satisfied by silence. The unchanged terms remain in force to that extent. (c) Current Services and Renewals. Subject to clause (d), permitted changes may apply to future performance during a current fixed-term commitment as well as month-to-month Services, unless an accepted Order expressly makes an identified term fixed or nonmodifiable for that period notwithstanding this notice procedure. A stated price or the designation of an Order as fixed-term does not alone exclude prospective modification under this procedure. Changed recurring charges apply no earlier than the first billing cycle beginning on or after the effective date. A change to a future renewal period, including a fixed-term renewal where Law permits, requires notice at least thirty (30) calendar days before that renewal begins; Customer may decline the changed renewal by notice received before it begins, notwithstanding an earlier cancellation deadline. A notice received too late affects only a later renewal for which the required period is met unless Customer affirmatively accepts earlier application. Notice alone may not lengthen an unexpired current minimum commitment, impose a personal or third-party guarantee, substitute a contracting person, authorize an unrequested separately chargeable Service, expand the Authorized Scope, or supply a data-use or other consent that Law requires separately. (d) Rejection of a Materially Adverse Change. If a change materially increases Customer’s obligations or materially reduces its rights, including a fee increase, longer renewal commitment, reduced cancellation or Service rights, or increased liability or indemnity exposure, Customer may reject it by written notice received before its effective date. The affected Services and corresponding portion of the Order then terminate when the change would otherwise take effect, without the advance-cancellation period, minimum-service period, early-termination true-up, or remaining-commitment charges that would otherwise apply. Customer owes amounts properly accrued through termination under the prior terms, and APM Help shall refund prepaid fees allocable to the unused terminated Services within thirty (30) days. A change affecting the entire Agreement may be rejected as to the entire Agreement. This right is Customer’s exclusive contractual remedy for a permitted modification itself, not for a separate breach or nonwaivable claim. (e) Urgent Operational or Legal Changes. APM Help may implement a narrowly tailored operational change on shorter or no advance notice when it reasonably determines in good faith that the change is necessary to comply with Law, address a security, fraud, or abuse risk, respond to a Third-Party System requirement, or prevent material harm. APM Help shall send the Notice of Change when implementing the change or promptly afterward if advance or contemporaneous notice is impracticable or unlawful, subject to any legally required earlier notice. This exception does not permit a fee increase, a new or extended commitment, an enlarged Customer indemnity, a reduced liability limit, or an amendment of dispute procedures on shortened notice unless expressly required by Law. If the operational change materially and adversely affects a Service and was not caused by Customer’s breach, Customer may terminate that Service by written notice received within ten (10) calendar days after receipt or deemed receipt of the Notice of Change, effective upon APM Help’s receipt, with clause (d)’s no-penalty and prepaid-fee refund treatment. (f) Prospective Effect and Protected Matters. No amendment by notice alters an accrued payment obligation, a prior valid termination notice, or the terms governing a claim or dispute that accrued or is based on acts, omissions, or events occurring before the amendment’s effective date, whether or not then known, discovered, asserted, or notified. This protection applies to both parties and to liability limits, indemnities, releases, claim deadlines, forum, jury, and other dispute provisions. An amendment may not erase a duty already breached, waive a nonwaivable right or processing obligation, or make APM Help’s obligations retroactively optional. The required advance notice, rejection rights, and prospective-only protections in this Modifications procedure may not themselves be reduced or circumvented by a notice-only amendment for an existing Customer. The DPA’s conflict rules and legally required processing and consent terms, Section 14(e)’s actual signature and eligibility requirements, and any expressly nonmodifiable Order provision remain controlling. (g) Other Amendments and Records. Outside this authorized notice procedure and Section 1.6’s same-Customer identification updates, an amendment requires a writing signed or otherwise affirmatively accepted by both parties. APM Help shall retain the prior and amended versions, the Notice of Change, and a record of its transmission, effective date, and any rejection. A future version does not bind an existing Customer unless adopted under the procedure applicable to that Customer at the time; this clause does not retroactively expand an earlier agreement’s amendment authority.

Interpretation.

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Conflicts among this Agreement, Ordering Documents, Product Terms, and other incorporated documents are governed exclusively by the document-precedence provision of this Section 15, subject to Section 8 of the DPA for Processor Processing.

(d) References to Law include applicable amendments, supplements, and replacements. A change to a referenced term, document, or URL does not amend this Agreement or an Ordering Document except through Section 1.6’s limited identity-update mechanism or the acceptance or modification procedures expressly provided in this Agreement.

(e) The section headings of this Agreement are for convenience only and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

Waivers.

Except for waivers expressly set forth in this Agreement, including Section 14(c), a waiver must be in a writing signed by the waiving party to be effective. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s right to enforce that provision later.

Assignment.

Customer may not assign or transfer any obligation or benefit under this Agreement without APM Help’s written consent, except that Customer may assign this Agreement pursuant to a merger, acquisition, or sale of all or substantially all of Customer’s assets except in the event that the proposed assignee is a competitor of APM Help. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, PLEASE CONTACT US. APM Help may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

Cumulative Rights; Injunctions.

Subject to an express exclusive remedy and Sections 7 and 10, the rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity, or under any other agreement between the parties. Any material breach of Section 4, 7.3, or 8 could cause irreparable harm for which the affected party has no adequate remedy at law. Accordingly, the affected party is entitled to seek specific performance or temporary, preliminary, and permanent injunctive relief for the breach.

Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings, except that any prior written confidentiality or nondisclosure agreement executed by the parties remains effective according to its terms as to the use and protection of confidential information. For claims arising out of this Agreement or the Services, Section 10 controls over any inconsistent liability allocation in such prior agreement.

SCHEDULE 1

DATA PROCESSING ADDENDUM

1. Applicability and Definitions.

1.1. This Data Processing Addendum (the “DPA”) forms part of the Agreement. It applies to Processing of Personal Data by APM Help on behalf of Customer where, for that specific Processing, Customer acts as a controller or business or as an authorized processor or service provider for another controller or business, APM Help acts as a processor, subprocessor, service provider, or contractor, and Data Protection Law applies to that Processing (“Processor Processing”). It does not apply to Processing for which APM Help lawfully acts as a controller or business under Section 5.3 of the Agreement or to Processing outside the scope of Data Protection Law.

1.2. “Data Protection Law” means a privacy, data-protection, data-security, or breach-notification Law legally applicable to the specific Processor Processing and the parties’ respective roles, including provisions requiring specified terms in a contract with a processor, subprocessor, service provider, or contractor. It does not include a Law solely because that Law applies to Customer’s unrelated activities, and it does not incorporate Customer’s third-party contracts unless APM Help expressly accepts them in writing. Capitalized terms not defined in this DPA have the meanings given in the Agreement. “Controller,” “Processor,” “Personal Data,” “Processing,” and analogous terms have the meanings assigned by applicable Data Protection Law. “Subprocessor” means a third party engaged by APM Help to perform Processor Processing.

2. Processing Instructions and Details.

2.1. Customer instructs APM Help to Process Personal Data only as reasonably necessary to provide the Services, perform the Agreement and applicable Orders, and comply with Customer’s lawful written instructions that are consistent with the scope and purposes of the Services. The Agreement, applicable Orders, and such lawful written instructions constitute Customer’s documented processing instructions. A Customer instruction does not expand the Services or the Authorized Scope. APM Help is not required to implement an instruction that would require material new functionality, material additional expense, access or action outside the Authorized Scope, or violation of Law or a third-party right unless APM Help agrees in writing, including as to any additional fees; provided that APM Help will perform its express obligations under this DPA and any action Data Protection Law requires in its applicable processing role. If Law requires APM Help to Process Personal Data beyond Customer’s documented instructions, APM Help may do so and will provide notice only to the extent Data Protection Law expressly requires that notice.

2.2. Nature and purpose. Processor Processing may include collection, receipt, access, organization, storage, retrieval, consultation, use, classification, matching, reconciliation, correction, modification, transmission, disclosure to authorized Subprocessors, restriction, deletion, return, and other operations reasonably necessary to provide the Services, including property-management support, bank reconciliations, financial diagnostics, training, migration, audits, customer support, security, and authorized access to Third-Party Systems.

2.3. Types of Personal Data and data subjects. Processor Processing may involve contact and account information; information concerning Customer’s clients, property owners, tenants, residents, vendors, and other End Users; property, lease, accounting, transaction, financial, and payment-related information; correspondence and support records; system and access information; and, only when Customer lawfully provides or authorizes it, identity-document information or other sensitive Personal Data. Data subjects may include Customer’s representatives, personnel, contractors, clients, property owners, tenants, residents, vendors, and other End Users whose Personal Data Customer makes available in connection with the Services.

2.4. Duration. Processor Processing continues during the Term and, after termination, only for so long as reasonably necessary to complete the applicable Services or the return or deletion required by this DPA, subject to retention required by Law.

3. Minimum Processor Duties.

For Processor Processing, APM Help shall perform the following duties to the extent applicable under Data Protection Law, including where that Law requires these duties to be stated in the parties’ contract: (a) adhere to Customer’s lawful documented instructions; (b) ensure that each person authorized to Process Personal Data is subject to a duty of confidentiality with respect to that data; (c) assist Customer in responding to consumer-rights requests by using appropriate technical and organizational measures as reasonably practicable, taking into account the nature of the Processing and the information available to APM Help; (d) assist Customer with requirements relating to the security of Processing and breach notification, including, if applicable, requirements concerning Personal Data collected, stored, or processed by an artificial intelligence system, taking into account the nature of the Processing and the information available to APM Help; (e) provide information necessary to enable Customer to conduct and document data-protection assessments required by Data Protection Law; (f) at Customer’s written direction after completion of the applicable Services, delete or return all Personal Data subject to Processor Processing as requested, unless retention is required by Law; and (g) on reasonable request, make available all information in APM Help’s possession necessary to demonstrate APM Help’s compliance with processor requirements of Data Protection Law. Nothing in this DPA is a security warranty, service level, or guarantee, and APM Help has no obligation to create new functionality, reports, certifications, legal analyses, or records except to the extent Data Protection Law expressly requires it. Customer shall first use standard functionality, reports, and self-service mechanisms made generally available by APM Help. To the extent permitted by Data Protection Law, assistance or work beyond APM Help’s ordinary performance of the Services may be conditioned on Customer’s payment of APM Help’s then-current professional-services rates and reasonable third-party costs, except to the extent the additional work is required solely because of APM Help’s material breach of this DPA. APM Help is not required to restore archived or backup media solely to effect deletion unless Data Protection Law expressly requires it. No dispute over assistance charges or prior payment may delay performance of an express duty under this DPA or an action Data Protection Law requires when conditioning that action on payment would be unlawful.

4. Subprocessors.

Customer generally authorizes APM Help to engage and replace Subprocessors as reasonably necessary to provide the Services. APM Help shall engage each Subprocessor pursuant to a written contract requiring the Subprocessor to satisfy the processor requirements applicable under Data Protection Law with respect to the Personal Data entrusted to that Subprocessor. Where Data Protection Law requires notice and an opportunity to object, APM Help shall notify Customer in writing of a proposed new or replacement Subprocessor before it begins Processor Processing and provide the required opportunity to object. Customer’s objection must identify a reasonable data-protection concern, and the parties shall work in good faith to resolve it without limiting any right required by Data Protection Law. No other advance-approval, replacement, or Subprocessor right is created by this DPA.

5. Assessments and Compliance Information.

APM Help shall allow and cooperate with reasonable assessments only to the extent Data Protection Law requires. Whenever Data Protection Law permits, APM Help may, in its sole election, satisfy an assessment obligation by arranging for a qualified and independent assessor to evaluate APM Help’s relevant policies and technical and organizational measures using an appropriate and accepted control standard or framework and assessment procedure, and APM Help will provide the resulting report to Customer on reasonable request. If a direct assessment by Customer or its designated assessor is required by Data Protection Law and cannot be satisfied by that alternative, the assessment shall be limited to the Processor Processing and, except to the extent Data Protection Law expressly requires otherwise, may occur no more than once in any twelve (12)-month period, on at least thirty (30) days’ prior written notice, during normal business hours, and remotely in the first instance. No assessment may include penetration testing, vulnerability scanning, source-code access, production-system access, access to another customer’s data, privileged material, or third-party confidential information except to the minimum extent Data Protection Law expressly requires such access. Any assessor must be independent, not a competitor of APM Help, and bound by confidentiality obligations acceptable to APM Help. To the extent permitted by Data Protection Law, Customer shall bear its own assessment costs and APM Help’s reasonable time and third-party costs associated with a Customer-specific assessment. APM Help may provide reasonable alternative evidence where requested access would create a security risk or violate Law or a duty owed to another person.

6. Customer Responsibilities.

Except for APM Help’s express duties under this DPA and duties that Data Protection Law assigns to APM Help in its applicable processing role, Customer is solely responsible for the lawfulness of its instructions and Personal Data; providing notices and obtaining rights, permissions, or consents; responding to consumers, governmental authorities, and other third parties; and performing all controller or business obligations. Where Customer acts for another controller or business, Customer represents that it has authority to appoint APM Help and issue the applicable instructions, and Customer remains responsible for obtaining required upstream authorizations. Customer shall not instruct APM Help to Process Personal Data in violation of Law, outside the agreed scope of the Services, or in a manner that infringes a third-party right. Customer requests for assistance must be reasonably specific and limited to what Customer needs to satisfy an applicable obligation. Customer’s obligations and the indemnities in Section 7 of the Agreement apply to the DPA and Processor Processing. Customer shall maintain reasonably available evidence of required authority and, on reasonable request, provide sufficient information to substantiate its instructions and upstream appointment of APM Help, without disclosing unnecessary Personal Data or privileged material. Section 2 of the Agreement’s no-assumption provision applies without limiting APM Help’s express or legally assigned duties.

7. Security Incidents.

APM Help shall notify Customer of a security incident if and to the extent Data Protection Law requires APM Help to notify Customer, directly or through required contractual terms, with respect to the affected Processor Processing, and only within the minimum period required by that Law. Where Texas Business & Commerce Code Section 521.053(c) applies, APM Help will notify the applicable owner or license holder immediately after discovering a breach of system security that satisfies the statutory conditions. Where California Civil Code Section 1798.82(b) applies, APM Help will notify the applicable owner or licensee immediately following discovery when that Section’s conditions are met. No internal confirmation, consent, allocation, or payment procedure postpones a legally triggered duty. Any further information or assistance from APM Help is limited to the minimum extent required by Data Protection Law, taking into account the nature of the Processing and the information available to APM Help. This DPA creates no contractual duty to report unsuccessful attacks, scans, probes, attempted access, or other events that do not trigger a notification obligation under Data Protection Law. A notification is not an admission of fault or liability. Except for a notification obligation imposed on APM Help under this DPA or Data Protection Law, Customer remains responsible for notifications to consumers, governmental authorities, and other third parties. Section 7.6 of the Agreement governs coordination and response costs, without narrowing this Section’s required notices or assistance. Except as expressly agreed or legally required, no additional incident reports, duplicate notices, reminders, bespoke certifications, or customer-specific procedures are required.

8. Risk Allocation; Conflict; Survival.

Except for the express processing obligations in this DPA and where nonwaivable Data Protection Law prohibits, this DPA does not alter the Agreement’s disclaimers, indemnities, liability or remedy limits, dispute-resolution or notice provisions, or other risk allocations. All liability arising from this DPA is subject to Section 10 of the Agreement. If this DPA conflicts with the Agreement or an Ordering Document concerning Processor Processing, this DPA controls; Section 10 of the Agreement nevertheless governs liability to the fullest extent permitted by Law. No disclaimer, notice waiver, or document-precedence provision negates an express processing obligation or required notice under this DPA. This DPA creates no new indemnity, security warranty, service level, separate damages cap, or third-party-beneficiary right. It survives while APM Help retains Personal Data subject to Processor Processing and as otherwise required by Data Protection Law.

9. California Service Provider and Contractor Terms.

(a) This Section applies only to Processor Processing subject to the California Consumer Privacy Act, as amended, and its implementing regulations (the “CCPA”). Customer discloses Personal Data to APM Help only for the limited and specified business purposes described in Section 2.2 of this DPA as applicable to the ordered Services: property-management software support, bank reconciliation, financial diagnostics, training, data migration, audits, customer support, security, and authorized Third-Party System access. Where Customer acts for another business, these terms also apply to APM Help’s corresponding downstream role. Terms used in this Section have their CCPA meanings.

(b) APM Help shall not sell or share Personal Data collected under the Agreement; retain, use, or disclose it for any purpose other than those specified business purposes or as otherwise permitted by the CCPA; or retain, use, or disclose it outside the direct business relationship, except as expressly permitted by the CCPA. APM Help shall not combine or update it with Personal Data received from another person or collected through APM Help’s own interactions with an individual except as expressly permitted by the CCPA. APM Help shall not use it for cross-context behavioral advertising. Internal improvement remains subject to Section 5.3 of the Agreement and the CCPA. APM Help certifies that it understands and will comply with these restrictions.

(c) APM Help shall comply with applicable CCPA obligations and provide the same level of privacy protection required of a business for the Personal Data it processes under the Agreement, including reasonable security procedures and practices appropriate to the nature of that data. Customer shall inform APM Help of consumer requests with which APM Help must comply and provide the information necessary to act on them; APM Help shall reasonably cooperate in responding as the CCPA requires. To the extent applicable, APM Help shall provide assistance and relevant information in its possession, custody, or control required by the CCPA for Customer’s cybersecurity audits, risk assessments, and automated-decisionmaking obligations, without misrepresenting relevant facts.

(d) Customer may take reasonable and appropriate steps to ensure APM Help’s use of the Personal Data is consistent with Customer’s CCPA obligations and, upon notice, to stop and remediate unauthorized use. APM Help shall promptly notify Customer after determining it can no longer meet its applicable CCPA obligations. Section 5’s procedures and safeguards apply only to the extent they do not prevent timely exercise of the rights granted in this paragraph or compliance with the CCPA; the parties shall use reasonable alternative evidence where permitted to protect privileged material, other customers’ data, or system security.

(e) APM Help shall bind any Subprocessor receiving Personal Data subject to this Section to a written contract containing the applicable CCPA restrictions and obligations, including those required by this Section. Section 8 applies to this Section, including the liability limitations in Section 10 of the Agreement.