General Terms and Conditions

1. DEFINITIONS

In addition to any other terms defined in other provisions of these Terms, the following terms shall have the meanings set forth below:

1. (a) “Applicable Laws” means any constitution, charter, act, statute, law, ordinance, code, regulation, order, by-law or other legislative or administrative action of any governmental authority (including, data protection-, environmental- and any tax-related regulations), or a final decree, judgment or order of a court or tribunal, relating to or affecting the Property or Goods or Services.
2. (b) “Goods or Services” means any and all goods or services provided to a Property pursuant to a Property Contract.
3. (c) “Greystar” means the affiliate of Greystar Real Estate Partners, LLC that has been engaged as the property manager of a Property. Provider acknowledges and agrees that Greystar Real Estate Partners, LLC is not a party to any Property Contract and is itself not a manager of any Property.
4. (d) “Invoice” means any request in writing for payment by a Provider for Goods or Services. An Invoice shall be accompanied by appropriate documentation evidencing all fees, charges, and expenses.
5. (e) “Owner” means the legal entity or entities holding an ownership or similar interest in a Property.
6. (f) “Property Contract” means the agreement, contract, order form, work order, purchase order, or similar document under which Provider has agreed to provide Goods or Services to Owner.
7. (g) “Property” means the real estate property owned by an Owner during the period that Greystar has been engaged as the property manager.
8. (h) “Provider Personnel” means Provider’s labor, employees, directors, officers, representatives, contractors, subcontractors, agents, representatives, or any person or entity acting on behalf of Provider in the provision of Goods or Services.
9. (i) “Provider” means a service provider, supplier, or vendor providing Goods or Services.

2. GREYSTAR RELATIONSHIP TO OWNER

2.1. Agent for Owner

Provider acknowledges and agrees that Greystar may, in its capacity as property manager for the Property, execute the Property Contract and other contracts on behalf of Owner, act as agent on behalf of Owner, and exercise any rights of Owner under Property Contract or these Terms. In addition, provisions of the Property Contract that require Provider to submit any information, documents, approvals, or waivers to Owner may be provided to Greystar, in its capacity as property manager for the Property.

2.2. Greystar Not Liable

Greystar shall have no liability to Provider for any obligations of Owner. Provider agrees to look solely to Owner for any liabilities and obligations in connection with the Property Contract and these Terms and for any interest or fees incurred by Provider in collecting any sums that are due and payable. Provider acknowledges and agrees that it shall have no recourse of any kind against Greystar with respect to the obligations of Owner pursuant to the Property Contract and these Terms. Provider hereby additionally agrees that in the event any collection action or other legal proceeding is initiated against Greystar in connection with the Property Contract and these Terms, Provider shall release, indemnify, defend and hold Greystar harmless for any and all damages or costs (including, but not limited to, attorneys’ fees and costs) incurred by Greystar in connection with being named or pursued in any such action or proceeding. Greystar is not a guarantor for any indebtedness owed to Provider.

2.3. Third-Party Beneficiary

Provider acknowledges and agrees that Greystar is intended to be a third-party beneficiary of the Property Contract and these Terms, and Provider will not challenge the enforceability of the Property Contract and these Terms by Greystar.

3. FEES AND PAYMENTS

3.1. Payments and Invoicing

1. (a) In consideration of Provider’s provision of Goods or Services, Owner shall pay Provider in the amounts and at the times set forth in the Property Contract pursuant to an Invoice from Provider; provided; however, that, notwithstanding anything to the contrary in the Property Contract, Provider shall not submit an Invoice more frequently than monthly or require payment of an Invoice any earlier than 30 days after the Property receives an Invoice.
2. (b) Owner may withhold any payment to Provider if (i) any part of Goods or Services is defective and has not been remedied to Owner’s reasonable satisfaction; (ii) third parties (including any subcontractors or suppliers of Provider) have filed liens, claims, security interests, or encumbrances or have threatened to file liens, claims, security interests, or encumbrances; (iii) Provider has failed to pay subcontractors for work, labor, services, equipment, and materials; (iv) damage has been caused to the Property, Owner, or Greystar by Provider or any subcontractor or supplier of Provider; (v) Provider fails to submit an Invoice as required by these Terms; (vi) Provider fails to provide Goods or Services in accordance with the Property Contract or these Terms.
3. (c) Any fees or charges of Provider shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any federal, state, or local governmental authority on amounts payable by Owner under a Property Contract, and in no event shall Owner be required to pay any additional amount to Provider in connection with such taxes, duties, and charges, or any taxes imposed on, or regarding, Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. (d) Prior to the performance of any Services, Provider shall provide to Owner a completed Internal Revenue Service W-9 form and a certificate of good standing (or equivalent document) from the department or secretary of state verifying the Provider is authorized to do business in the State where Goods or Services are being provided.
5. (e) The terms of this Section 3.1 shall prevail over any conflicting provisions in the Property Contract.

3.2. Release and Prevention of Liens

1. (a) By submission of an Invoice, Provider covenants, represents and warrants that (i) Provider has fully paid for all work, labor, services, equipment, and materials used to provide Goods or Services under such Invoice, (ii) all such goods and services are free and clear of liens, claims, security interests, or encumbrances from persons or entities providing work, labor, services, equipment, and materials relating to Goods or Services under such Invoice, and (iii) Provider shall prevent the filing of any liens by mechanics or materialmen or attachments, garnishments or suits affecting title to the Property upon which Goods or Services are provided.
2. (b) Upon request of Owner, Provider shall, in a form satisfactory to Owner, provide a written waiver of the right to file a mechanic’s lien and all other liens, claims, security interests, or encumbrances from Provider and all other subcontractors and suppliers of Goods or Services, demonstrating that all work, labor, services, equipment, bills, invoices, payroll taxes of any kind, and any other indebtedness incurred by Provider, up to and including the date of such Invoice, have been paid in full prior to or in exchange for payment to Provider.
3. (c) Provider agrees, within 15 days after notice is given to Provider, to cause any such suit or lien to be dismissed or removed from the Property on behalf of the Owner and to pay all of the Owner’s expenses associated with such suit or lien, including, without limitation, attorneys’ fees and disbursements incurred as a result of any suit or lien. Provider may, with the approval of the Owner, provide a bond in a form and substance satisfactory to the Owner to bond the Owner against any loss due to disputes with one or more subcontractors, sub-subcontractors or any other persons or entities providing labor or materials with respect to Goods or Services. Provider further agrees that no liens or judgments shall attach to the Property owned by the Owner by virtue of Goods or Services provided by the Provider or by any supplier, employees, materialmen or sub-subcontractor employed by Provider, and Provider warrants that all such parties shall be advised of these terms and bound by this Section. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THESE TERMS, PROVIDER SHALL NOT BE PRECLUDED FROM FILING A LIEN RELATING TO UNPAID BALANCES DUE AND OWING BY OWNER IN ACCORDANCE WITH THE PROPERTY CONTRACT OR THESE TERMS WHICH OWNER HAS FAILED TO PAY WITHIN FIVE DAYS FOLLOWING WRITTEN DEMAND BY PROVIDER.
4. (d) The terms of this Section 3.2 shall prevail over any conflicting provisions in the Property Contract.

4. PROVISION OF GOODS OR SERVICES

4.1. Relationship to the Property Contract

1. (a) These Terms provide a minimum standard applicable to a Provider, and nothing in these Terms shall modify, amend, alter, waive, or reduce any higher or additional requirements set forth in the Property Contract.
2. (b) To the extent the Property Contract contains any limitations of damages or liability, including, but not limited to any dollar or percentage cap of the amount of damages that may be asserted or collected against a defaulting party or any limitation or waiver on the types or nature of damages that may be asserted or collected against a defaulting party, such obligations shall be deemed null and void ab initio and replaced in their entirety by the obligations set forth below:

   NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER EXEMPLARY LOSSES OR DAMAGES (EXCEPT ATTORNEYS’ FEES AND COSTS TO BE PAID UNDER AN INDEMNITY SPECIFICALLY UNDERTAKEN UNDER THIS AGREEMENT), WHETHER IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY, PRIOR NOTICE, OR CAUSE THEREOF.

4.2. Change Orders

In addition to any other specific requirements set forth in a Property Contract, Provider agrees to provide all goods, supplies, labor, services, equipment, tools, and other materials required to fulfill its obligations and to properly provide Goods or Services. If Owner wishes to change the scope or performance of Goods or Services, Owner shall submit details of the requested change to Provider in writing. Provider shall, within a reasonable time (not to exceed 10 days) after receiving such change request, provide a written estimate to Owner of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for Goods or Services arising from the change; (c) the likely effect of the change on Goods or Services; (d) any other impact the change might have on the performance of the Property Contract or these Terms; and (e) any other information requested by Owner. Promptly after receipt of the written estimate from Provider, the parties shall negotiate and agree in writing on the terms of such change through a written change order (“Change Order”). Owner shall not be bound by any Change Order unless and until such Change Order is executed by Owner, and any Goods or Services provided by Provider without such approval by Owner shall be considered to

have been performed as part of the original agreement, and no additional compensation shall be due to Provider for the performance of such additional Goods or Services.

4.3. Provider Personnel

1. (a) Provider shall enforce strict discipline and good order among Provider Personnel and all other persons providing Goods or Services. Provider shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Owner reserves the right to have Provider remove an employee from the Property if unfit, unskilled, or otherwise unsatisfactory. Provider shall employ labor and personnel in accordance with Applicable Laws. Provider shall ensure that Provider Personnel conduct themselves in a professional and ethical manner in all dealings with Owner, Greystar, their respective agents and employees, residents, invitees to the Property, or any other third parties associated with the Property.
2. (b) Provider shall be responsible to Owner for the acts and omission of Provider Personnel and all other persons providing Goods or Services pursuant to a Property Contract.
3. (c) Provider represents and warrants it has conducted industry standard background screening and meets the requirements set out below for all Provider Personnel engaged to perform work at the Property. In addition, Provider shall regularly perform commercially reasonable background screens on Provider Personnel. Provider shall not place any Provider Personnel who have a history of criminal convictions or deferred adjudications or that pose a potential threat or risk of injury to any person. Provider understands that it has a duty to use responsible hiring practices and acknowledges the following requirements regarding the background screening of its Provider Personnel:
   1. (i) Background Screening Requirements:
      1. (1) Identification (passport/official government identification);
      2. (2) Address verification for all residential addresses from 21 years of age, up to 6 years (utility invoice, bank statement; mortgage statement/rent invoice);
      3. (3) Previous employment verification from 21 years of age, up to 6 years (references; review of employment gaps); and
      4. (4) Right to work checks (where required under Applicable Law).
4. (d) Provider must obtain and keep in force workers’ compensation insurance in respect of Provider Personnel in accordance with Applicable Law and, if required by Owner, provide Owner with a certificate of currency for each insurance as and when requested by Greystar or Owner.

4.4. Insurance and Licenses

Provider and Provider Personnel must hold and provide to Owner any professional or regulatory licenses required under Applicable Law. Prior to providing any Goods or

Services, Provider must also have a current certificate(s) of insurance on file with Owner’s current background check/compliance service provider with the amount and types of coverage requested by Owner, including any requirements set forth in the Property Contract. Provider shall provide Owner with a certificate of currency for each insurance as requested by Owner. The certificate(s) of insurance must be accompanied by an additional insured endorsement for the general liability policy which includes (a) Greystar, Owner, and each of their affiliates as additional insureds, and (b) other parties reasonably required by Owner or Greystar. Additional insured endorsements should provide coverage for ongoing and completed operations as deemed appropriate by the scope of service provided by Provider. Any applicable excess/umbrella policy is to be issued on a follows form basis. All coverage shall be primary and non-contributory. In addition, a waiver of subrogation shall apply in favor of the aforementioned parties on all policies as permitted by Applicable Law. The certificate(s) of insurance must remain current, and any lapse in coverage shall result in the termination of future purchases of Goods and Services and any other remedies to which Owner is entitled. Annual renewal with Owner’s current background check/compliance service provider is a requirement of continuing as an approved Provider. Provider shall promptly notify Owner in writing within 30 days following any reduction or loss in coverage or material modification of coverage.

4.5. Workplace Health and Safety.

Owner places a very high priority on workplace safety and health and the well-being of all persons working at a Property. Provider agrees to abide by all workplace policies and procedures of Owner relating to the effective and safe operation of a Property and the health, safety and welfare of their employees, contractors, agents and invitees. A breach of workplace safety and health rules and procedures by Provider will be deemed to be a breach of the Property Contract. Provider must ensure that it and all Provider Personnel report any incidents, accidents or reasonably suspected incidents or accident as soon as possible (but in any event within the relevant maximum time periods mandated under applicable Law) to Owner or its designee for workplace health and safety.

5. COMPLIANCE

5.1. Generally

1. (a) Provider shall, in connection with the provision of Goods or Services, comply with all Applicable Laws. The requirements in this Section 5 for Provider to comply with specific requirements shall not reduce Provider’s general requirement to comply with all Applicable Laws.
2. (b) Owner shall have the right, upon written notice to Provider to conduct an investigation and audit to verify compliance with any or all of the provisions of this Section 5. Provider shall keep and preserve all such records and accounts throughout the term of the Property Contract and for three years after the expiration or termination of the Property Contract. Provider shall fully cooperate with such investigation, the scope, method, nature and duration of which shall be at the sole reasonable discretion of Owner.
3. (c) Provider agrees that full disclosure of information relating to a possible violation of Applicable Laws or the terms of the Property Contract and these Terms may be made at any time and for any reason to any governmental authority with jurisdiction over Owner or Greystar, and to whomsoever Owner or Greystar’s legal counsel determines has a legitimate need to know.

5.2. Fair Housing, Non-Discrimination, and Equality

It is a guiding principle of Greystar and Owner to treat all staff, residents, prospective residents, and their guests in a fair, professional manner in accordance with all Applicable Laws, and without regard to race, color, religion, national origin, sex, familial status, disability, or any other specific classes protected by Applicable Law (“Equality Standards”). Provider agrees it shall comply with, and shall train Provider Personnel to adhere to, the Equality Standards, and Provider shall not take any action that could cause Owner or Greystar to be in violation of any Applicable Laws relating to fair housing or non- discrimination.

5.3. Labor and Employment Laws

Provider shall comply with all Applicable Laws relating to labor and employment. Owner reserves the right, in accordance with Applicable Laws, to conduct regular audits and to conduct random inspections of Provider’s business and Providers Personnel to ensure compliance with such obligations. Provider must maintain employment records of hours worked, rates of pay and leave records of all employees in accordance with Applicable Laws.

5.4. Environmental Compliance and Reporting

Provider agrees to provide Good or Services in compliance with all Applicable Laws, including, without limitation, all environmental, pollution, and health and safety laws, relating to (i) the use or disposal of any materials, products, by-products, substances and pollutants now or hereafter designated or regulated under any environmental, health or safety laws, (ii) the giving and/or posting of notices or signage relating to such use or disposal. Provider must comply with all Applicable Laws (including common law) relating to protection of human health or the environment, pollution (or the cleanup thereof), and/or the manufacture, handling, transport, use, storage, or disposal of chemicals, contaminant, toxic or hazardous materials, substances, or waste in the jurisdiction(s) in which it operates (“Environmental Laws”). This includes, but is not limited to, obtaining and complying with all necessary permits and governmental authorizations necessary to operate Provider’s business, reporting accurately on environmental impacts, managing waste and hazardous materials responsibly, and implementing practices that minimize the risk of environmental harm from the operation of Provider’s business. Provider is required to maintain transparent and accurate records of their compliance with Environmental Laws for the prior 5 years (or as otherwise specified in the Property Contract) and make such records available for review upon request. If Provider receives notice of alleged violation of or noncompliance with any Environmental Laws by a governmental authority arising from the operation of Provider’s business, or if Provider knows, or has reasonable cause to believe, that it is in violation of any Environmental Laws (“Environmental Non- Compliance”), Provider shall notify Owner in writing of such Environmental Non- Compliance within 30 days, and shall provide Owner with a copy of all notices, claims, or other documentation which it has concerning the Environmental Non-Compliance upon request.

5.5. Anti-Corruption Laws

1. (a) Provider certifies, represents, warrants, covenants, and agrees on behalf of itself and its affiliates that neither it nor any of their respective members, officers, directors, employees, agents or representatives acting on their behalf, has or will, directly or indirectly, made or make any offer payment, authorization or promise to pay any money or to give any gift or anything else of value to any government official, for the purpose of influencing an official act or decision of that person, inducing that person to omit to do any act in violation of their lawful duty, securing any improper advantage, or inducing that person to use their influence with a government, instrumentality or public international organization, to affect or influence any government act or decision, or in order to assist such party or its affiliates in obtaining or retaining business, nor have any of them nor will any of them otherwise taken or take any action that would cause that company or any of its subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (Bribery Act 2010), the Corruption of Foreign Public Officials Act (Canada), sections 121 (Frauds on the Government), 123 (Municipal Corruption) or 426 (Secret Commissions) of the Criminal Code (Canada), in each case as amended and as may be amended from time to time hereafter or any other applicable law, rule, regulation, or order of similar effect or relating to anti-bribery or anticorruption (governmental or commercial) (collectively, the “Anti-Corruption Laws”) or any applicable law of similar effect.
2. (b) Provider certifies, represents, warrants, covenants, and agrees on behalf of itself and its affiliates that neither it nor its affiliates has received any report or allegation or conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any government official or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with the Anti-Corruption Laws or any applicable law of similar effect that could reasonably be expected to have an adverse effect on Owner, Greystar, or any other party. Provider hereby represents, warrants, covenants and agrees on behalf of itself and its affiliates that neither it nor any of its affiliates nor any of their respective officers, directors, employees, agents or representatives acting on their behalf, have received any notice or citation for any reported, alleged, actual or potential noncompliance with the Anti-Corruption Laws, and such party shall immediately notify the other of the receipt of any such notice or citation.
3. (c) Provider shall (i) not directly or indirectly violate any applicable Anti-Corruption Laws or otherwise use any unlawful or improper means of obtaining business or any improper advantage, (ii) use reasonable efforts to obtain appropriate anti-corruption covenants, representations and warranties from all service providers or subcontractors engaged by Provider in connection with the Property Contract, and (iii) cooperate with any inquiry, compliance audit or investigation by Owner or Greystar relating to compliance with this provision, including providing full access to any relevant books and records.

5.6. Anti-Money Laundering Laws

Provider shall comply with all applicable financial recordkeeping and reporting requirements, including the applicable provisions of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools

Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where Provider is providing Goods and Services, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or body or any arbitrator involving Provider or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to Provider’s best knowledge, threatened.

5.7. OFAC Representation

Provider certifies, represents, warrants, covenants, and agrees that none of (a) Provider;

(b) any agent, advisor, representative, affiliate, employee, director, officer, partner, member, beneficiary, investor, servant, shareholder, trustee or other person or entity (each, a “Person”), controlling or controlled by Provider, directly or indirectly, including but not limited to any Person or Persons owning, in the aggregate, a fifty percent (50%) or greater direct or indirect ownership interest in Provider; (c) any Person, if Provider is a privately-held entity, having a beneficial interest in Provider; or (d) any Person for whom Provider is acting as agent or nominee in connection with the Property Contract is: (i) a country, territory, government, individual or entity subject to sanctions under any Canadian economic sanctions or anti-terrorism law, rule, regulation, or order, any Executive Order issued by the President of the United States or any regulation administered by Office of Foreign Assets Control of the United States Department of the Treasury; (ii) a Foreign Terrorist Organization designated by the United States Department of State, or (iii) an individual or entity who Provider knows, or reasonably should know, has engaged in or engages in terrorist activity, or has provided or provides material support for terrorist activities or terrorist organizations, as prohibited by the laws of the United States of America, Canada, or any province, territory or state thereof, including but not limited to the USA PATRIOT Act, P.L. 107-56.

5.8. Compliance with the Uyghur Forced Labor Prevention Act

Provider shall comply with the Uyghur Forced Labor Prevention Act (“UFLPA”) and ensure that all imported items are not produced with forced labor, in whole or in part, no matter the country of origin of the imported merchandise. Owner reserves the right to conduct regular audits and to conduct random inspections of Provider’s business and Provider Personnel to ensure compliance with such obligations. Moreover, Provider agrees to include in its contracts with its contractors, subcontractors, and suppliers the right to conduct regular audits of its downstream suppliers. Provider agrees to pay any and all costs associated with merchandise being prohibited from entry by U.S. Customs and Border Protection (“CBP”) under the UFLPA, including, but not limited to, demurrage, CBP inspection and other fees/charges, re-export costs, refund of cost of undelivered merchandise, associated legal fees, and any replacement costs.

5.9. Anti-Human Trafficking and Forced Labor; Modern Slavery

1. (a) Provider certifies, represents, warrants, covenants, and agrees that neither it, nor any of its representatives, has violated or will violate domestic or international anti-human trafficking, forced labor or Modern Slavery Laws including, but not limited to, the (i) UK Modern Slavery Act 2015; (ii) California Transparency in Supply Chains Act; (iii) U.S. Government’s Federal Acquisition Regulation on Ending Trafficking in Persons; (iv) the International Labour Organization Forced Labour Convention, 1930 (No. 29); (v) the International Labour Organization Abolition of Forced Labour Convention, 1957 (No. 105); (vi) UFLPA; or (vii) any applicable anti-human trafficking, forced labor, Modern Slavery or labor Laws in which it conducts business (“Anti-Human Trafficking and Forced Labor Laws”). “Modern Slavery” includes slavery, servitude, and forced or compulsory labor, and human trafficking.
2. (b) Provider agrees to provide all assistance required by Owner or Greystar to enable Owner or Greystar, respectively, to comply with such Anti-Human Trafficking and Forced Labor Laws (including, without limitation, assisting with or participating in any reporting, audit or inspection required under such legislation). In the event Provider violates any Anti-Human Trafficking and Forced Labor Laws, Provider shall provide notice to Owner within 30 days of Provider’s knowledge of an inquiry, investigation, request for information, charge, formal complaint, claim or other proceeding, as it pertains to the potential, direct, or indirect violation(s) of any Anti-Human Trafficking and Forced Labor Laws.

5.10. Conflicts of Interest

Provider shall disclose any relationships, whether familial, financial, or otherwise, that exist between it (including any subsidiaries, affiliates, subcontractors, and any other entities involved in fulfilling contractual obligations) and employees, directors, or significant stakeholders of Greystar or Owner. Full transparency is required to ensure that such relationships do not compromise impartiality, fairness, or ethical standards in business dealings with Greystar or Owner. Provider must promptly disclose any conflicts of interest and take proactive steps to mitigate them, adhering to the principles and standards outlined in the Property Contract and these Terms.

6. DATA PROTECTION AND ARTIFICIAL INTELLIGENCE

1. (a) During the course of providing Goods or Services, Provider may access, store or otherwise process data or information provided by Greystar or Owner, including without limitation tenant information, lease details, employee information, financial records, investor data, strategic plans, or any other sensitive information, whether or not constituting Confidential Information as defined below (“Customer Data”). To the extent Provider processes Customer Data, Provider shall cooperate with Greystar or Owner and execute a data protection addendum (“DPA”) and cause its subcontractors that process Customer Data on Provider’s behalf to enter into a written agreement with data protection terms no less restrictive than those terms set forth in the DPA. Provider shall comply with the DPA, as well as all other Applicable Laws relating to data protection. Provider is strictly prohibited from selling, sharing, or otherwise exchanging for valuable consideration, any Customer Data, including any personal data or personal information as defined under Applicable Laws relating to data protection, other than as necessary for the limited purpose of providing Goods or Services.
2. (b) Provider shall comply, and shall cause Provider Personnel to comply, with the following restrictions against using Customer Data in conjunction with AI Tools (as defined below). For purposes of these Terms, “AI Tools” shall refer to any machine-based systems, tools, or platforms designed to operate with varying levels of autonomy that can generate predictions, content, recommendations, outputs, or decisions, other than those procured directly by Greystar or Owner and made available to Provider for the provision of Goods or Services.
   1. (i) No Customer Data shall be uploaded, submitted, or inputted to any AI Tools, without prior approval of Greystar or Owner (as applicable), which may be withheld or conditioned for any or no reason.
   2. (ii) To the extent approved by Greystar or Owner, AI Tools may be used as a supplemental tool to enhance productivity, creativity, and problem-solving, but shall not be used in lieu of human judgment or decision-making. Any materials or information generated by AI Tools shall be reviewed and verified by a natural person prior to being considered final. In no event shall AI Tools be used to produce legal, medical, or risk management advice.
   3. (iii) To the extent approved by Greystar or Owner, AI Tools shall not be used for any discriminatory, offensive, or harmful purposes, including the generation of offensive or harmful content or materials, and any use of AI Tools shall conform to the highest standards of ethical judgment.

7. INDEMNIFICATION

7.1. Provider Indemnification of Owner and Greystar

1. (a) To the fullest extent permitted by law, Provider shall release, indemnify, defend, and hold harmless Owner, Greystar, each of their affiliates, and its and their respective officers, directors, controlling persons, managers, representatives, agents, principals, equity owners, insurers, shareholders, partners, employees, contractors, subcontractors, service providers, residents, licensees and invitees, and their successors and assigns (collectively, the “Indemnified Parties”) from and against any and all suits, actions, legal proceedings, claims, demands, damages, losses, costs and expenses whenever incurred (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) to the extent attributable to or resulting in any way from or in connection with (i) Goods or Services, (ii) any negligent or reckless act or omission, wrongful act, fault, or breach of Provider or any person acting by or through Provider, (iii) injury, death, or property damage occurring during or in connection with the provision of Goods or Services, (iv) the violation or alleged violation of, or the non-compliance or alleged non-compliance with, any Applicable Laws, including, without limitation, fair housing or non-discrimination laws, by Provider or any person acting by or through Provider, (v) any breach of the Property Contract or these Terms, (vi) any amounts owed or payable by Provider to Provider Personnel or any subcontractors of Provider, and (vii) the inaccuracy of any warranty or representation made by Provider in the Property Contract or these Terms; provided, however, that Provider shall not be required to indemnify any of the Indemnified Parties for any Losses to the extent arising out of any of the Indemnified Parties’ gross negligence or willful misconduct. It is the intent of this provision to provide the Indemnified Parties with the broadest enforceable entitlement to indemnification and defense pursuant to the Property Agreement and these Terms and, as such, the foregoing indemnification obligation by Provider shall apply notwithstanding any contrary language in the Property Contract or other agreement or contract between Provider and Owner.
2. (B) THE PARTIES INTEND THAT THE INDEMNITIES SET FORTH IN THIS SECTION 7 (AND ELSEWHERE HEREIN) BE CONSTRUED AND APPLIED AS WRITTEN IN THESE TERMS, NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT LIMITING THE FOREGOING, SUCH INDEMNITIES SHALL APPLY NOTWITHSTANDING ANY STATE OR PROVINCIAL “EXPRESS NEGLIGENCE” OR SIMILAR RULE THAT WOULD DENY COVERAGE BASED ON AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, EXCLUDING ANY PARTY’S OR ANY OF ITS AFFILIATES’ GROSS NEGLIGENCE. IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED ABOVE, THE INDEMNITIES SET FORTH IN THIS SECTION 7 (AND ELSEWHERE HEREIN) SHALL APPLY TO AN INDEMNIFIED PARTY’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING ANY PARTY’S OR ANY OF ITS AFFILIATES’ GROSS NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL APPLICABLE LAWS.

7.2. Indemnification Requirements

1. (a) The indemnification obligation under this Section 7 shall not be limited by any restriction on the amount or type of damages, compensation or benefits payable by or for Provider under workers or workmen’s compensation acts, disability benefit acts or other employee benefit acts.
2. (b) In the event the Property Contract includes any obligation for Owner or Greystar to indemnify, defend, or hold harmless Provider, Provider agrees that such obligations shall be deemed null and void ab initio.
3. (c) All provisions of these Terms that require Provider to insure, defend, or indemnify Owner or any of the other Indemnified Parties shall survive the termination or expiration of the Property Contract.

8. TERMINATION

8.1. Termination for Convenience; Due to Sale

Owner, in its sole discretion, may terminate the Property Contract at any time, without any fee or penalty, by providing at least 30 days’ prior written notice to Provider. Owner may also terminate the Property Contract, without any fee or penalty, by providing written notice to Provider, upon the sale by Owner of all or any portion of its right, title and interest in and to the Property or at such time as the Property ceases to be managed by Greystar. Provider acknowledges and agrees that the termination rights in this Section 8.1 shall apply notwithstanding any contrary provisions in the Property Contract.

8.2. Termination for Cause

Owner may terminate the Property Contract, without any fee or penalty, effective upon written notice to Provider, if Provider:

1. (a) Breaches the Property Contract or these Terms, and such breach is incapable of cure, or with respect to a breach capable of cure, Provider does not cure such breach within 30 days after receipt of written notice of such breach;
2. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due;
3. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven days or is not dismissed or vacated within 30 days after filing;
4. (d) Is dissolved or liquidated or takes any corporate action for such purpose;
5. (e) Makes a general assignment for the benefit of creditors; or
6. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.3. Effect of Termination

1. (a) Upon termination of the Property Contract, and subject to all the terms and provisions of these Terms, Provider shall be entitled to payment for Goods or Services provided prior to termination. Owner may retain from Provider any monies due to Provider in an amount sufficient to cover Provider’s obligation under any guarantee and/or warranty of materials and workmanship provided in the Property Contract or these Terms, with the balance of any withheld amounts paid to Provider within a reasonable period of time. Provider, upon termination of the Property Contract, shall peaceably and quietly surrender to Owner all premises, facilities, machinery and equipment of or belonging to Owner or for which Owner has paid Provider.
2. (b) Provider agrees it is not entitled to notice or payment in lieu of notice pursuant to common law, statute (to the extent lawfully waivable), equity or otherwise, except for such notice set out in Sections 8.1 and 8.2 of these Terms and, only if applicable, any minimum amount of termination notice or payment in lieu of minimum notice that is not waivable and that is required to be paid to Provider by statute (which shall be inclusive of, and not in addition to, such notice provided to Provider under Sections 8.1 and 8.2 of these Terms).

9. CONFIDENTIALITY

All non-public, confidential, proprietary, or sensitive information of Owner, Greystar, or any tenant of the Property (“Confidential Information”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media or discovered while at the Property (including in any tenant’s unit at the Property), and whether or not marked, designated, or otherwise identified as “confidential”, “proprietary” or “sensitive” is confidential, solely for Provider’s use in performing its obligations under the Property Contract and may not be disclosed, copied, or documented unless authorized by Owner and/or Greystar, as applicable, in writing. Confidential Information shall include, without limitation, any trade secrets relating to Greystar or Owner in oral, visual, written, electronic,

or other tangible or intangible form, whether or not marked or designated as “confidential” and all notes, analyses, summaries, and other materials prepared by Provider or any of its Representatives (as defined below) that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Provider’s or its breach of the Property Contract or these Terms; (b) is obtained by Provider on a non-confidential basis from a third-party not legally or contractually restricted from disclosing such information; (c) was in Provider’s possession prior to Owner’s or Greystar’s disclosure hereunder; or (d) was or is independently developed by Provider without using any Confidential Information. Confidential Information also includes (x) the facts that the parties are in discussions (or, without limitation, any termination of such discussions) and that Confidential Information has been disclosed; and (y) any terms, conditions, or arrangements discussed. For the avoidance of doubt, “Confidential Information” shall also include any information related to residents of the Property, including their name, address, or any other personal information and anything located inside a tenant’s unit. Provider shall use Greystar’s and Owner’s Confidential Information solely for providing Goods or Services to Owner and shall not disclose such Confidential Information other than to its employees, officers, partners, members, managers, attorneys, accountants, and financial advisors (as used in this Section, collectively, “Representatives”) who: (a) need access to such Confidential Information for the purpose; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations. Provider shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. Provider shall be responsible for any breach of the Property Contract or these Terms caused by its Representatives. If Provider or any of its Representatives is required by a valid legal order to disclose any Confidential Information, Provider shall notify Owner of such requirements so that Owner may seek, at its expense, a protective order or other remedy, and Provider shall reasonably assist Owner therewith. If Provider remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. Owner and Greystar, respectively, retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder shall be construed as a license, assignment, or other transfer of any such right, title, and interest to Provider or any other person.

10. MISCELLANEOUS

10.1. Ownership of Documents

Notwithstanding anything to the contrary in the Property Contract, all plans, drawings, specifications, memoranda or other similar documents prepared by Owner, Greystar, or Provider, or their respective employees or agents, in connection with Goods or Services shall be the sole and exclusive property of Owner or Greystar, as applicable. Title to all goods, materials and equipment provided for or by Owner as a part of Good or Services or uncompleted Goods or Services shall vest in Owner, and Provider shall provide documentation to Owner which evidences the same.

10.2. Independent Contractor

Nothing contained in the Property Contract or these Terms shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture between the parties, it being understood that the only relationship between the parties is that Provider is an independent contractor of Owner. Provider shall not be, or hold itself out to be, the agent of Owner or Greystar. Provider’s workforce shall be solely the employees and/or agents of Provider, and not those of Owner or Greystar. Nothing contained in the Property Contract or these Terms shall create any contractual or other relationship between Owner or Greystar, on the one hand, and any subcontractor or supplier of Provider, on the other hand.

10.3. Enforceability; Waiver; Remedies Cumulative

The invalidity or unenforceability of any provision shall not affect or limit the validity and enforceability of any other provisions. The waiver by any party of a breach of any provision of the Property Contract or these Terms shall not operate or be construed as a waiver of any subsequent breach by any party. Except as expressly stated to the contrary in the Property Contract or these Terms, no remedy herein contained or otherwise conferred upon or reserved to either party shall be considered exclusive of any other remedy, but such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute.

10.4. Notices

Any notice provision set forth in the Property Contract shall apply to all notices given in connection with the Property Contract and these Terms. If the Property Contract does not contain a notice provision, all notices given in connection with the Property Contract or these Terms shall be in writing and either (i) personally delivered, (ii) sent by United States mail, registered or certified, postage prepaid, return receipt requested, (iii) sent by a nationally recognized overnight delivery service, freight prepaid, return receipt requested, or (iv) sent by electronic mail (with confirmation of delivery), at the address(es) set forth in the Property Contract, or to any such other addresses as any of the parities may later specify in writing to the other party. Notice shall be deemed given upon receipt if delivered personally, upon the date of delivery (or refusal to accept delivery) as evidenced by the return receipt if sent pursuant to subclauses (ii) or (iii) above, or, if delivered by electronic mail, the date sent if sent during business hours of the recipient or the following business day if sent after the recipient’s business hours.

10.5. Governing Law; Venue

1. (a) The governing law set forth in the Property Contract shall apply to the Property Contract and these Terms. If the Property Contract does not contain a governing law provision, the Property Contract and these Terms shall be construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction.
2. (b) The choice-of-venue provision set forth in the Property Contract shall apply to the Property Contract and these Terms. If the Property Contract does not contain a choice-of-venue provision, all proceedings arising out of the Property Contract or these Terms shall be brought in a court of competent jurisdiction in Dallas County, Texas. Provider irrevocably and unconditionally waives any objection to venue of any suit, action, or proceeding in such courts.

10.6. Assignment

The Property Contract may not be assigned by Provider (including assignment and operation of law) without the prior written consent of Owner, nor shall any account receivable of Provider arising out of the Property Contract be assigned without the prior written consent of Owner. In the event Provider shall make any such assignment without such consent, Owner may treat such assignment as a nullity, and Provider agrees to notify the proposed assignee of the terms of this restriction. Nothing herein shall preclude or prohibit Owner from assigning or transferring the whole or any part of the Property Contract or these Terms, including Owner’s rights, benefits or obligations under the Property Contract or these Terms, to any corporation, partnership or individual. The Property Contract and these Terms shall inure to the benefit of, and constitute a binding obligation upon, the parties hereto and their respective successors and permitted assigns. The terms of this Section 10.6 shall prevail over any conflicting provisions in the Property Contract.

10.7. Interpretation

Whenever the context so requires, and the singular includes the plural and vice versa. Caption headings are for convenience only and are not to be used to construe or interpret these Terms.

10.8. Waiver of Jury Trial

Provider knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in any action brought with respect to the Property Contract or these Terms, or any of the transactions contemplated hereby or thereby or any course of conduct, dealing, statements (whether oral or written) or actions of any party. Provider shall not seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

10.9. No Right to Use Greystar or Owner’s Name; No Publicity

Without the prior written approval of Greystar or Owner, as applicable, Provider shall not make any public statement related to the relationship between Provider and Greystar or Owner, including Greystar’s or Owner’s status as a client. Provider shall not use the name or any of the trademarks, intellectual property, or proprietary marks of Greystar or Owner in any manner without Greystar’s or Owner’s, as applicable, prior written consent in each instance. The terms of this Section 10.9 shall prevail over any conflicting provisions in the Property Contract.

10.10. Entire Agreement

The Property Contract or these Terms set forth the entire agreement between Provider and Owner relating to Goods or Services and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any document submitted by Provider

will modify, amend, alter, waive, or reduce these Terms, unless agreed to by Owner in writing by expressly referencing the section(s) of these Terms that are being modified.

10.11. Severability

The failure of either party to enforce strict compliance with any provision of these Terms shall not constitute a waiver of its right to enforce such provisions in the future or at a different time. To the extent one or more provisions of these Terms are determined to be void, invalid or unenforceable as a matter of law, the remaining provisions shall remain in full force and effect

10.12. Force Majeure

A party shall not be liable or responsible to the other party, and shall not be deemed to have defaulted under or breached the Property Contract, for any failure or delay in fulfilling or performing any term of the Property Contract or these Terms, when and to the extent such party’s failure or delay is caused by or results from an event of occurrence beyond such party’s reasonable control (a “Force Majeure Event”), including, but not limited to, acts of God, inclement weather, war, insurrection, terrorists acts, labor strikes, pandemics or epidemics, government action, inability to obtain necessary materials or supplies, inability to obtain necessary permits, licenses or approvals, or any other event commonly included within the definition of force majeure. Promptly, but in any event within twenty- four hours of the start of a Force Majeure Event, the affected party shall provide written notice to the other party of the Force Majeure Event and a reasonable basis for declaring a Force Majeure Event. In the event that the Force Majeure Event continues for a period of 30 consecutive days following such written notice, the unaffected party may, in its sole discretion, terminate the Property Contract upon five days’ prior written notice.