Master Services Agreement (MSA)

Subject to the terms of this MSA, REIntel will provide Customer with access to the Service as described in one or more Order Forms executed by the parties. "Order Form" means a document referencing this MSA that specifies the tier, seat count, term, and fees.

Subscription fees are invoiced annually in advance unless an Order Form specifies otherwise. Net 30 payment terms. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Customer is responsible for applicable taxes, excluding taxes on REIntel's net income.

Customer's use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. To the extent REIntel processes Personal Data on Customer's behalf, the Data Processing Addendum applies and is incorporated by reference.

REIntel will use commercially reasonable efforts to meet the targets described in the SLA, including the Enterprise uptime target of 99.9% and the associated service-credit remedy.

Customer grants REIntel a worldwide, royalty-free, perpetual, irrevocable license to use, copy, store, modify, display, distribute, sublicense, and create derivative works from data that REIntel derives from Customer's use of the Service, including search queries, watchlist activity, view patterns, and other usage telemetry ("Customer Usage Data"), in each case solely in the form of aggregated and de-identified outputs that do not identify Customer or any of its end users. Aggregated outputs are REIntel's property.

Identifiable Customer Usage Data — meaning data that identifies Customer or its end users by name, email, or account identifier — is not licensed under this Section and may be used by REIntel only to provide the Service or as required by law, except with Customer's separate written consent.

REIntel retains all right, title, and interest in and to the Service, including all software, content, data compilations, and trade dress. Subject to compliance with this MSA, REIntel grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Service for Customer's internal business purposes during the term.

Each party ("Receiving Party") will protect the Confidential Information of the other party ("Disclosing Party") with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care, for three (3) years after disclosure. The Service and REIntel's pricing are REIntel's Confidential Information. Confidentiality obligations do not apply to information that is (i) publicly available through no breach by Receiving Party, (ii) independently developed without use of Disclosing Party's Confidential Information, or (iii) required to be disclosed by law.

REIntel warrants that it will provide the Service in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED IN THIS MSA, THE SERVICE IS PROVIDED "AS IS" AND REIntel DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

By REIntel. REIntel will defend Customer against any third-party claim alleging that the Service infringes any U.S. patent or copyright, and will indemnify Customer for damages finally awarded by a court of competent jurisdiction, provided Customer promptly notifies REIntel, allows REIntel sole control of the defense, and reasonably cooperates. REIntel's sole obligation is to (i) procure the right for Customer to continue using the Service, (ii) modify the Service so it is non-infringing, or (iii) terminate the affected portion of the Service and refund unused prepaid fees.

By Customer. Customer will defend REIntel against any third-party claim arising from Customer's use of the Service in violation of this MSA, the Acceptable Use Policy, or applicable law, and will indemnify REIntel for damages finally awarded.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO REIntel IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

This MSA begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately if the other party becomes insolvent or files for bankruptcy. Upon termination, Customer's access to the Service ends and REIntel will, upon Customer's request, delete or return Customer Personal Data per the DPA.

This MSA is governed by the laws of the Commonwealth of Kentucky, excluding conflict-of-laws rules. Any action shall be brought exclusively in the state or federal courts in Fayette County, Kentucky, and the parties consent to personal jurisdiction there.

Notices shall be in writing and sent to the addresses on the most recent Order Form. Neither party may assign this MSA without the other party's prior written consent, except REIntel may assign in connection with a merger, acquisition, or sale of all or substantially all assets. Force majeure events excuse non-performance other than payment obligations. This MSA (with the applicable Order Forms, DPA, AUP, and SLA) is the entire agreement and supersedes all prior agreements on the subject. No modification is effective unless in writing signed by both parties.