Terms and Conditions

COLLEGE HOUSE PARTNERS, LLC TERMS AND CONDITIONS TO LIMITED LICENSE TO USE REAL ESTATE MARKET ANALYSIS REPORT

THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH COLLEGE HOUSE PARTNERS, LLC OFFERS YOU (SOMETIMES REFERRED TO AS YOU OR USER) ACCESS TO ITS REPORT.

1. Background. College House Partners, LLC, a Delaware limited liability company (hereinafter sometimes referred to as “We”, “Our” “Licensor” and/or “Us”) owns, maintains, operates, and promotes rental property listing websites that markets to people seeking residential housing in and around college/university campuses in the United States. In connection with this service, Licensor creates and owns various Real Estate Market Analysis Reports, which are reports of information regarding residential properties that have been leased or rented in various markets, especially in the areas of collegiate housing that are developed, collected, compiled and organized by Licensor (the “REMR”). User wishes to purchase and use the data from the REMR solely in connection with its internal business purposes only and Licensor desires to provide User the REMR under the terms of these terms and conditions. These terms and conditions set forth the understanding concerning the manner and circumstances whereby User can obtain the REMR for use solely in connection with its business and Licensor wishes to provide User the REMR under the terms of these terms and conditions. 

2. Grant of Access and Licenses to Real Estate Market Reports. 
3. REMR Access. Licensor hereby grants User a terminable, nonexclusive, non-transferrable, non-assignable, non-sublicensable and limited license to use the REMR solely for User’s internal business purposes only. User shall not share the REMR with any unauthorized party. 
4. Restrictions on Use of REMR. User agrees not to use the REMR, or any data or other information contained within or derived from the REMR, for any purpose not specifically authorized in Section 2(a) of these terms and conditions. In addition, User may not (i) copy or allow copies to be made of the REMR, or any portion of the REMR or extract data therefrom, except as expressly permitted under these terms and conditions; (ii) sell, lease, sublicense, distribute, disclose or otherwise transfer the REMR, any portion of the REMR, the extracted data, or any accompanying documentation, to any person, firm or entity; (iii) alter, modify, adapt, decompile, or reorganize the REMR or any portion of the REMR; or (iv) disclose, publish or distribute the REMR in any form to any third party or place the REMR onto a server that is accessible via a public network, such as the Internet; provided, however, that User may share the REMR on a confidential basis with certain third-party stakeholders including, without limitation, lenders, investors, and other similar parties, solely for the purpose of conducting the business, or advancing the business interest, of the User. In connection with the foregoing, User will provide prompt written notification to Licensor of each such third-party stakeholder (but in no case less than 3-days) and User also warrants that any such party shall adhere to all of the terms, conditions, and obligations herein and remains responsible for such third-party’s breach thereof. 

3. License Fee; Payment of User Fees; Authorized Representative Authority to Bind User. 
4. User Fee. Licensor shall provide the rights granted to User herein for the fee set forth on Licensor’s website or as otherwise agreed between Licensor and User (the “User Fee”).
5. Payment of User Fees. User hereby authorizes Licensor to charge User for the applicable User Fee as selected by User by charging such fees on the credit card information or ACH information provided to Licensor or such other mechanism as the parties may mutually agree from time to time. In the event that User and Licensor agree to a payment mechanism other than credit card or ACH, User acknowledges and agrees that Licensor may add an additional 1.5% processing fee to the applicable payment amount.
   
   
6. Ownership. Licensor owns all right, title and interest, including all copyright rights, trademark rights, trade secret rights, and any and all other intellectual property rights, in and to the REMR. User acknowledges that it has no rights in or to the REMR or any non-User owned data therein. Licensor may employ tools and techniques to protect the proprietary nature of the REMR and the underlying data including the use of watermarks, or other tools or applications Licensor believes necessary to ensure the use of any REMR conforms to the terms of these terms and conditions.

5. Representations and Warranties. 
6. Each party represents and warrants to the other parties that: (a) it has full right, power and authority to enter into these terms and conditions and to perform its obligations under these terms and conditions (including granting the right herein); (b) these terms and conditions will constitute the legal, valid and binding obligation on each party, enforceable against such party in accordance with its terms; (c) it will perform its activities in these terms and conditions in compliance with applicable laws, including data protection laws. and (d) the information contained in the REMR may include material, or non-public information and that it is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.
7. THE REMR AND ALL CONTENT AND DATA THEREIN IS PROVIDED BY LICENSOR TO USER ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE ACCURACY OF THE REMR AND FURTHER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE REMR, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Additionally, and not in limitation of the foregoing, User acknowledges and agrees that Licensor is under no obligation to, and will not, undertake any modifications to the REMR, including, without limitation, modifications arising from any difficulties User may experience in using the REMR. 
8. Notwithstanding the above, Licensor represents and warrants (1) that Licensor has the full right, title and authority to grant User the rights and licenses granted herein; and (2) that the compilations of data, information or other content contained in the REMR is its original work or, to the extent that the compilations or other content are not Licensor’s original work, Licensor has the right to grant User all rights granted to User under these terms and conditions.

6. Limitation on Liability; Indemnification. 
7. Limitation of Liability. LICENSOR’S LIABILITY WILL BE LIMITED TO DIRECT DAMAGES AND LICENSOR WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCURRED BY USER, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF LICENSOR HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE. Use of the REMR is at User’s sole risk. Licensor does not make any warranty as to the results that may be obtained from use of the REMR, or as to the accuracy, reliability, completeness, or content of any information or materials, service, software or merchandise that may be provided by Licensor. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a Licensor employee, reseller or other representative or otherwise, which is not contained in these terms and conditions shall be deemed to be a warranty by Licensor for any purpose or give rise to any liability of Licensor whatsoever, and User shall not rely on any such statement, information or advice. 
8. Indemnification. User shall, at User’s sole cost and expense, indemnify, defend and hold harmless Licensor and its affiliates from and against all claims by third parties and pay all costs, including reasonable attorneys’ fees, and damages resulting from such claims arising out of: (a) any breach of this these terms and conditions by User, (b) violation of any law or regulation by User, (c) the infringement, misappropriation or violation by User of any patent, copyright, trademark, trade secret or other proprietary or privacy right of a third party or (d) any use of REMR by User.   Licensor shall, at Licensor’s sole cost and expense, indemnify, defend and hold harmless User and its affiliates from and against all claims by third parties and pay all costs, including reasonable attorneys’ fees, and damages resulting from such claims arising out of: (a) any breach of these terms and conditions by Licensor, (b) violation of any law or regulation by Licensor, or (c) the infringement, misappropriation or violation by Licensor of any patent, copyright, trademark, trade secret or other proprietary or privacy right of a third party. 

7. Assignment. Neither party may assign these terms and conditions, or their rights and obligations hereunder, without the other party’s prior written consent provided that these terms and conditions may be assigned to the successor in interest to Licensor or User if the assignment is pursuant to a sale of Licensor or User or substantially all the assets of Licensor or User, respectively.

8. Unauthorized Use and Disclosure. User acknowledges that the REMR and its underlying data and information has been developed or acquired by Licensor at significant time and expense. User agrees not to disclose the REMR or any of the underlying data or information to any unauthorized party, firm or entity or to use the REMR for any purpose not contemplated by these terms and conditions. User agrees to formulate, adopt and use appropriate safeguards, similar to the safeguards it has adopted to protect its own proprietary information, to protect the REMR and the underlying data and information contained therein from any unauthorized use or disclosure. Each User shall immediately notify Licensor of any unauthorized use or disclosure of the REMR or any of the underlying data or information. In addition, each party agrees that it will not purchase or sell any securities on the basis of any material, non-public information received pursuant to these terms and conditions or share such information with any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

9. Notices. All notices or other communications required or permitted to be given under these terms and conditions shall be in writing and will be deemed to have been delivered: (a) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient); or (b) when delivered, if sent by overnight courier service, in each case, properly addressed to the party to receive the same. Notices shall be addressed to the parties at the following addresses, or to such other addresses as the parties, by written notice, may designate: Licensor: College House Partners, LLC Attn: College House Partners, LLC  Suite No. 402, Building Twelve 3495 Piedmont Road NE  Atlanta, Georgia  30305 E: accounting@collegehouse.com User: The information provided by User to the Licensor. Notices given under these terms and conditions will be deemed effective upon receipt. Either party may change its address or email to another address or email by giving ten (10) days’ notice to the other party. 

10. No Joint Venture. These terms and conditions shall not constitute, create or in any way be interpreted as creating a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth in these terms and conditions. Neither party shall have the authority to bind or create any obligations for the other party, nor shall either party represent that it is the agent or authorized representative of the other party. 

11. Miscellaneous. These terms and conditions set forth the entire understanding of the parties with respect to the subject matter they addresses. These terms and conditions supersedes all prior agreements, arrangements, understandings, representations, and negotiations relating to such subject matter, whether oral or written. These terms and conditions may be amended, modified or supplemented by Licensor from time to time upon written notice to User. The failure of either party to enforce any right under these terms and conditions or to take action against the other party for breach of the terms and conditions will not be deemed a waiver of any right relating to a subsequent breach of that provision or any other provision. Any waiver must be specific, in writing, and executed by the waiving party, and will not be continuing unless it so states explicitly. These terms and conditions will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns and transferees. If any provision of these terms and conditions shall be held invalid or unenforceable, the remainder of these terms and conditions shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, the remainder of these terms and conditions shall nevertheless remain in full force and effect in all other circumstances. Sections 2, 4, 7- 11 shall survive termination or expiration of these terms and conditions. Section headings are for convenience only, and do not express, limit or expand any provision of these terms and conditions. 

12. Governing Law. These terms and conditions shall be governed by and interpreted under the laws of the State of Georgia, without reference to Georgia’s choice of law rules. Each party hereby consents to the personal jurisdiction of the Federal or Georgia courts located in or serving Fulton County, Georgia, and agrees that all disputes arising from these terms and conditions shall be prosecuted exclusively in such courts. Each party hereby agrees that any such court shall have in person jurisdiction over such party and consents to service of process by notice sent by regular mail to the address set forth above and/or by any means authorized by Georgia law.