1. Community Websites Subscription. This Agreement between CoStar Realty Information, Inc., the authorized reseller of Network Communications, Inc.’s services in the United States (together, “Seller”), concerns any of the following: (a) website design, development and marketing services identified in the FinderSites Service Order Form to create, host, maintain, and promote a community website (“Community Website”); (b) providing search engine optimization services including the creation of content (“Website Content”) for the Community Website, which may include, without limitation, neighborhood and community information, but will not include creation or maintenance of a blog for Customer; (c) a quarterly email blast promoting the Community Website to prospective residents; (d) reporting lead and traffic activity from the Community Website; (e) assisting with the acquisition of a domain for the Community Website; and/or (f) providing a trackable phone number (collectively, the “Services”). Any domain utilized the in the creation and management of a Community Website (“Domain Name”) will be registered in the Customer’s name and owned by the Customer. During the Term of the FinderSites Agreement, a designee of Seller will be the administrator of the Domain Names. The list of Community Websites that are the subject of this agreement is contained in Schedule A. The registration, renewal, transfer, reactivation, and payment of any fees due for all Domain Names are the sole responsibility and asset of the Customer.

2. Term, Termination, and Fees. The initial term shall commence upon execution of the Agreement by Seller and shall continue for the term specified on the Community Websites Service Order Form (“Initial Term”). After the Initial Term, this Agreement shall renew automatically for terms equal in length to the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”), unless at least 60 days prior to the last date of the Initial Term or Renewal Term, either party has provided the other written notice of non-renewal. The customer shall pay the applicable Monthly Fee on the 1st of each month during the Term. Seller reserves the right to suspend or cancel a performance, in whole or in part, at any time, for Customer’s failure to make timely payments, in which event Customer shall owe a lump sum equal to the Monthly Fee times the number of months remaining in the then-current Term. Seller reserves the right to increase the Monthly Fees or to modify or discontinue the services, service levels, or pricing stated in this Agreement at any time upon thirty (30) days written notice. Customer may cancel this Agreement prior to the expiration of the Initial Term upon thirty (30) days written notice if a cancellation fee (equal to the applicable Monthly Fee times the number of months remaining in the then current Term) is paid in full upon notice of cancellation. A Customer on a twenty-four (24) month Initial Term may cancel this Agreement prior to the expiration of the Initial Term upon thirty (30) days written notice if a cancellation fee equal to the non-discounted monthly fee times the number of months that have been billed at the discounted fee less the amount that has already been paid by the Customer. If that number of months is less than twelve (12) months, the cancellation fee will be the non-discounted fee times twelve months less the amount already paid by the Customer. Cancellation notices sent pursuant to this Section 3 must be accompanied by the cancellation fee plus all other fees due to Seller and must be in writing and sent certified mail to Seller at Costar Group, Inc. Attn: Billing Department, 1331 L Street, NW, Washington, DC 20005. The thirty (30) day notice period begins upon Seller’s receipt of the notice and payment of all fees payable pursuant to this Section, whichever is later.

3. Design. Each new Community Websites customer is allowed two (2) rounds of site revisions during the development process. The allowable revisions during these two (2) rounds are limited to site copy, content, photos, and floor plans. Any subsequent changes to the site during the development process after the initial two (2) rounds shall be billed at $300.00 per hour in addition to the recurring Monthly Fee set forth on the Service Order Form. Any requests for design changes including adjustments to headers, spacing, fonts, technical devices, settings, and/or maps are subject to an additional fee based on the scope of the changes. The customer is allowed to select custom colors at no additional cost during the initial site development phase. Once the site is launched, any additional color changes will incur a cost of $150 per round of color changes.

4. Server Hosting. Seller shall maintain the Community Website on Seller’s web servers and shall make maintenance modifications to the Community Website from time to time in accordance with agreed-upon instructions. Such modifications shall be implemented as soon as practical under the circumstances. Seller agrees to use its best efforts to make Customer’s Community Website available to Internet users approximately 24 hours/day. Seller also agrees to use its best efforts to ensure reasonable response times for users accessing the Community Website.

5. Confidential Information. “Confidential Information” means any confidential technical data, trade secret, know-how, or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other forms. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon prior written consent of the disclosing party; (vii) is disclosed pursuant to a judicial order, the requirement of a governmental agency or by operation of law. Seller agrees that it will not disclose any Confidential Information to any third party and will not use the Customer’s Confidential Information for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement without the prior written consent of the Customer, which may be withheld for any reason or for no reason. Seller further agrees that Confidential Information shall remain the sole property of the Customer and that it shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the Customer to Seller with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

6. Ownership of Work Product by Customer. The registration, renewal, transfer, reactivation, and payment of any fees due for all Domain Names are solely the responsibility and asset of the customer. Seller holds no responsibility for any failure on the part of the Customer in this respect. During the term of the agreement, the Customer will point the DNS record for each applicable Community Website URL to the appropriate Seller IP address. The Customer may choose to appoint Seller as an administrator to the account, however, Seller holds none of the responsibilities for the registration, renewal, transfer, reactivation, and payment of any fees due for any and all Domain Names. The registration and use of the Domain Name by the Customer are subject to the terms and conditions of use applied by the relevant domain registry. Upon termination of this Agreement for any reason except non-payment or termination prior to the end of the then-current term, all Website Content shall be licensed to the Customer, on a perpetual non-exclusive basis. All Community Website designs; code; feed processes; stock imagery acquired by Seller; layouts; templates; and other designs are and will remain the property of Seller and will not transfer to the Customer upon termination or cancellation for any reason.

7. Representations and Indemnification. Each party represents and warrants to the other party that it has the right and full power and authority to enter into this Agreement and fully perform its obligations hereunder. Seller represents and warrants that it will not knowingly design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Seller becomes aware of any such possible infringement in the course of performing any work hereunder, Seller shall notify Customer in writing. Customer agrees to cooperate fully with Seller to resolve any such claims of infringement, including immediately removing content alleged to be infringing upon receipt of notification from Seller. Seller agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, and agents, harmless against any such alleged or actual infringement, arising out of Seller’s breach of its representation and warranty in this Section. Customer shall hold harmless and defend Seller, its officers, directors, members, employees, representatives, and agents from any liability, claim, or demand arising out of, directly or indirectly, end-user use of the Community Website or content or material provided by Customer.

8. Call Recording. If Customer has requested incoming call recording services (“Recording Services”), Customer hereby acknowledges and agrees that incoming calls to Customer’s properties’ toll-free and other telephone numbers provided by Sellers may be recorded and monitored by Sellers, and each of Customer’s properties hereby consents to such recording or monitoring. Customer shall notify and obtain the express consent of each person answering or participating in such calls at its properties utilizing Recording Services. The customer agrees that it will utilize the Recording Services solely for lawful purposes in the ordinary course of its business. Customer shall defend, indemnify, and hold Sellers and their respective members, officers, directors, employees, representatives, agents, and contractors harmless from and against any and all claims, indemnification obligations, suits, damages, expenses, and liability (including reasonable attorneys’ fees) arising from Customer’s use of the Recording Services

9. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8 ABOVE, SELLER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SELLER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR COMMUNITY SITES WILL BE FREE OF ERRORS. IN NO EVENT SHALL THE SELLER OR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR VENDORS (THE “SELLER PARTIES”) BE LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY THE CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE COMMUNITY WEBSITE REGARDLESS OF HOW SUCH LOSS, COST OR DAMAGE ARISES. UNDER NO CIRCUMSTANCE WILL ANY OF THE SELLER PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THE SELLER PARTIES EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. SELLER MAKES NO GUARANTEE WITH RESPECT TO THE SECURITY OR THE EFFECTIVENESS OF THE SERVICES.

10. Independent Contractor. Seller, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Seller shall be solely responsible for and shall hold Customer harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation relating to Seller’s performance under this Agreement.

11. No Agency. Customer does not undertake by this Agreement or otherwise to perform any obligation of Seller, whether by regulation or contract. In no way is Seller to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

12. General. Customer shall not assign all or any part of this Agreement without Seller’s prior written consent. This Agreement shall survive a change in ownership of individual apartment communities that are the subject of this Agreement. The parties’ obligations hereunder are binding on their successors, legal representatives, and assigns. Subject to the right to opt-out as provided by applicable law, Customer consents to receipt of marketing and promotional materials from Seller via facsimile, email, or otherwise. This Agreement (which includes all Order Forms subject to this Agreement) contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, amendments, representations, and understandings of the parties, whether written or oral, with respect to the subject matter hereof. The terms of this Agreement shall not otherwise be waived, altered, modified, amended, or supplemented except by a written instrument signed by a duly authorized representative of each party. Handwritten changes to the Agreement made by Customer shall have no effect, even if the Agreement is accepted by Seller for processing and services are subsequently delivered to Customer hereunder. Failure of either party to insist upon strict compliance with this Agreement shall not be considered a waiver of such terms and conditions or any other terms and conditions, which may be enforced at any later date. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision shall be eliminated and the remaining provisions shall remain in full force and effect. Except for payment obligations, neither party shall be liable to the other party for failure to perform by reason of a force majeure event or any other cause beyond such party’s reasonable control. This Agreement is governed in all respects by the laws of the District of Columbia, without reference to its conflicts of laws principles. The parties hereby agree that all claims arising under or related to this Agreement shall be brought exclusively in a federal or state court in the District of Columbia and hereby irrevocably consent to the personal jurisdiction of such courts. Sections 6, 7, 8, 10, 12 and this Section 13 shall survive any termination or expiration of this Agreement.

Last Updated May 3, 2019