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DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
<br /> This Agreement may be executed in one or more counterparts,and by the different parties hereto in separate counterparts,each of which when executed will be deemed
<br /> to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
<br /> by facsimile or other electronic delivery will be effective as delivery of a manually executed counterpart of this Agreement
<br /> Access Code:The log in code and password combination assigned to each User allowing access to the CDX Service.
<br /> CDX(Commercial Data Exchange):The CDX Application and the Database Content that is available as part of the CDX Service.
<br /> CDX Application:Xceligent's proprietary software application used to provide the CDX Service.
<br /> CDX Service:Xceligent's standard web-based commercial real estate service offered by Xceligent that provides subscribers a means to profile commercial real estate
<br /> property,listing and transaction information and exchange such information with other subscribers.
<br /> Database Content:Any commercial real estate property listings,including but not limited to,transaction information,attachments,and images entered into the CDX by
<br /> Subscriber,Subscriber's Users and/or Xceligent.
<br /> Derivative Works:Reports or any other products produced utilizing or derived from Database Content.
<br /> Users: Those designees of Subscriber with Access Codes registered to access the CDX.
<br /> p the CDX Service are quoted as a monthly rate,Subscriber er Subscription i nF fees
<br /> the extent that the Subscription Fees for Subscriber will be invoiced in advance for such Subscription Fees. All fees
<br /> are non-refundable.
<br /> If Xceligent terminates this Agreement pursuant to Section 4.2 or 4.3 of this Agreement,all fees due by Subscriber through the end of the current term are accelerated
<br /> and immediately due and payable.
<br /> The Monthly Subscription Rate for any Renewal Term may be changed by Xceligent by providing Subscriber with written notice of such change at least ninety(90)days
<br /> prior to the end of the then current Term, Xceligent will directly bill Subscriber for all of its Users.
<br /> The following personnel associated with Subscriber are required to be Users:(i) All licensed real estate professionals that derive the majority of their annual income from
<br /> the sale or lease of commercial real estate,as well as administrative personnel;(ii)if Subscriber's primary focus is commercial real estate development,all real estate
<br /> professionals engaged in the sale or lease of real estate,regardless of whether they hold real estate licenses are required to be Users,as well as administrative personnel,
<br /> and(iii)if Subscriber is not a real estate brokerage firm(considered an"Affiliate Subscriber"),all personnel associated with an Affiliate Subscriber who are issued an
<br /> Access Code by Xceligent.
<br /> Subscriber shall,in addition to paying its Subscription Fees,pay all sales taxes,use fees,excise fees,tariffs and any other charges by governments related to its use of
<br /> the CDX Service,excluding those based upon Xceligent's net income.
<br /> Late payments will accrue interest at 1'/z%per month(or,if lesser,the maximum rate permissible by law)measured from the date the amount was due until the date such
<br /> amount is paid by Subscriber. If Xceligent commences collection proceedings to recover past due amounts,Subscriber shall pay all reasonable collection costs incurred,
<br /> including reasonable attorney's fees.
<br /> Subscriber may request Users to have access to the CDX Service in addition to the number of Users set forth on page 1 of this Agreement,on the terms described herein.
<br /> Upon enabling the additional Users requested by Subscriber,no further documentation will be required between Subscriber and Xceligent. Xceligent will automatically
<br /> incrementally bill Subscriber at the then applicable monthly rate per User per additional User on the next applicable invoice. It is understood and agreed that the number
<br /> of Users may be increased during the term of this Agreement,but may not be decreased without the prior written consent of Xceligent. Upon any renewal of the term of
<br /> this Agreement,with respect to each additional User who was added during the immediately preceding term,Subscriber will continue to be billed by Xceligent for such
<br /> additional User at the then applicable monthly rate per User.
<br /> If Subscriber's account is thirty(30)days or more overdue then,in addition to any of its other rights or remedies,Xceligent reserves the right to suspend Subscriber's
<br /> access to the
<br /> CDX Service,without liability to Subscriber,until such amounts are paid in full.
<br /> The Term of this Agreement shall commence on the execution date by Xceligent and shall remain in effect for a period no , h
<br /> on page 1 of this Agreement(the"Initial Term"). IF NOT OTHERWISE TERMINATED T
<br /> p less than stated
<br /> AS HEREIN PROVIDED,THIS AGREEMENT SHALL
<br /> AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR PERIODS FOLLOWING THE END OF THE INITIAL TERM (EACH, A Initials:
<br /> "RENEWAL TERM,AND TOGETHER WITH THE INITIAL TERM,THE"TERM"). EITHER PARTY MAY TERMINATE THIS AGREEMENT
<br /> WITH WRITTEN NOTICE SIXTY(60)DAYS PRIOR TO THE END OF THE CURRENT TERM.
<br /> Either party may provide notice of termination of this Agreement and exercise its rights and remedies provided in this Agreement and by law in the event of a material
<br /> breach by the other party which remains uncured after 30 days written notice of such breach. The cure period will not apply to any breach by Subscriber of Sections 5.1,
<br /> 5.2 or 7.1 of this Agreement. Additionally,Subscriber shall not have more than two(2)notice and cure opportunities in any twelve month period.
<br /> Either party may terminate this Agreement if any of the following occurs:(a)the other party becomes insolvent,(b)voluntary or involuntary proceedings by or against the
<br /> other party are instituted in bankruptcy or under any insolvency law, (c)a receiver or custodian or similar agent is appointed for the other party, (d) proceedings are
<br /> instituted by or against the other party for corporate reorganization or the dissolution of such party,which proceedings,if involuntary,shall not have been dismissed within
<br /> 30 days after the date of filing,(e)the other party makes an assignment for the benefit of creditors,(f)all or substantially all of the assets of the other party are seized or
<br /> attached and not released within 30 days thereafter,or(g)the other party has ceased its on-going business operations.
<br /> Except as specifically provided herein, termination of this Agreement shall be without prejudice to any right of the party seeking termination to also sue for damages
<br /> resulting from any breach of this Agreement. .
<br /> Upon the expiration or termination of this Agreement:(a)all rights granted to Subscriber under this Agreement will cease,except the following Sections of this Agreement
<br /> will survive:2,3.1,3.2,3.6,4.5,7,8,9 10 and 11,(b)Subscriber shall immediately pay all amounts owed under this Agreement, and(c)Subscriber shall and shall cause
<br /> all of its User's to cease using the CDX Service and no longer utilize and promptly destroy all Database Content not entered into by Subscriber or Subscriber's Users
<br /> received hereunder.
<br /> Xceligent will give an Access Code to each User. It is understood and agreed that in Code, terms g' g order to receive an Access Code,a User must accept Xceligent's terms and conditions
<br /> on the CDX web site.
<br /> Subscriber and/or Subscriber's User's shall comply with all Xceligent's security procedures to maximize the security of the CDX Service,including prevention of sharing
<br /> Access Codes and unauthorized access to the CDX Service. Each Access Code is personal to the User and such User is obligated to keep the Access Code confidential
<br /> and may not share the Access Code with any other employee of Subscriber or any third party. Subscriber shall be responsible for any breach of such obligations by any
<br /> of its Users. Subscriber shall immediately notify Xceligent if any third party gains or has the potential to gain access to any of Subscriber's User's Access Codes,and shall
<br /> be fully responsible for any and all activities that occur under any Access Code,whether conducted by a User or a third party.
<br /> Xceligent may from time to time change,update or enhance the CDX Service,by posting a notice of the change on the CDX web site.
<br /> Subscriber is solely responsible for acquiring and installing all equipment,hardware,software(including web browser software),telecommunications lines,Internet access
<br /> connections and other items(the"Access Systems")necessary to use the CDX Service.
<br /> During the Term,Subscriber agrees not to compete with Xceligent in the development and marketing of a software or database application that will offer a computerized
<br /> data service for commercial real estate.
<br /> Xceligent represents and warrants that the up-time for User's access to the CDX Service will be 99.7%measured on a monthly basis for all Users accessing the CDX
<br /> Service in the preceding calendar month. The up-time computation under this Section 6.2 shall exclude:(i)down-time resulting from factors beyond the reasonable control
<br /> of Xceligent,including but not limited to actions or inactions of any User or any third parties not affiliated with Xceligent or failures that resulted from any User's equipment
<br /> and/or third party equipment;and(ii)down-time resulting from scheduled maintenance or upgrades.Subscriber's sole remedy for service outages for the CDX Service will
<br /> be a prorated credit on the next invoice. Any unused credits at the end of the end of the Term shall extend the Term until such unused credits are reduced to zero(by
<br /> applying such credits against the then applicable monthly rate).
<br /> No more than twice in any 12 month consecutive period,Xceligent may audit Subscriber during normal business hours for the purpose of ensuring Subscriber's compliance
<br /> with the terms and conditions of this Agreement,upon at least ten days prior written notice;provided,however,that the limit on the number of audits per year shall not
<br /> apply if an audit indicates any Subscriber non-compliance under this Agreement. If the audit indicates there is a breach in Subscriber's compliance with this Agreement:
<br /> (i)Xceligent may,if the breach is not curable,immediately terminate this Agreement and pursue its legal remedies or if the breach is curable,terminate this Agreement
<br /> and pursue its legal remedies if such breach is not cured within 15 days or such additional time as mutually agreed upon by the parties if such breach is not curable in
<br /> fifteen 15 days.
<br /> Subscriber may not submit any image to the CDX if Subscriber has granted exclusive rights to the image to a third party,nor may Subscriber submit any image to the CDX
<br /> and thereafter grant exclusive rights to the image to a third party. Subscriber may not submit any image obtained from the CDX to a third party if a requirement of submitting
<br /> the image is the granting of exclusive rights to the image. Xceligent may reject or refuse to use,distribute or display any Database Content that it considers to be defective,
<br /> libelous, inaccurate, incomplete or that violates, misappropriates or infringes any rights of any third party. Neither Subscriber nor any User may submit any property
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