Software Subscription Agreement

1.Definitions

• “Authorized Users” means Customer’s employees, agents, or contractors authorized to access the Services under Customer’s account.
• “Brokerage Addendum” means a written addendum executed between Praedium and a brokerage customer that supplements this Agreement and sets forth additional terms applicable to brokerage-level use of the Services.
• “Customer Data” means all data, content, documents, and information submitted by or on behalf of Customer into the Services.
• “Documentation” means user guides, onboarding materials, and help content made available by Praedium.
• “MLS Data” means real estate listing and related data licensed through third-party multiple listing services or data providers.
• “Subscription Term” means the period during which Customer is authorized to access and use the Services.

2.Grant of Subscription

Subject to this Agreement and payment of all applicable fees, Praedium grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes related to real estate brokerage operations.

No rights are granted except as expressly stated herein.

3.Account Registration & User Responsibilities

Customer agrees to:

• Provide accurate, complete account information
• Ensure that all Authorized Users comply with this Agreement
• Maintain the confidentiality of login credentials
• Promptly remove or deactivate access for departing users

The customer is responsible for all activity occurring under its accounts.

3A.Brokerage Accounts

If Customer is a real estate brokerage, or is purchasing or using the Services on behalf of multiple affiliated agents or users, Customer may be required to execute a Brokerage Addendum as a condition of access to certain features or account structures.

Any executed Brokerage Addendum shall supplement and form part of this Agreement. In the event of a conflict between this Agreement and a Brokerage Addendum, the Brokerage Addendum shall control solely with respect to the subject matter addressed therein.

Customer acknowledges that it is responsible for:

• Supervising and managing Authorized Users
• Ensuring compliance with applicable real estate laws and MLS rules
• All acts and omissions of Authorized Users under Customer’s account

4.Use Restrictions

Customer shall not:

• Copy, resell, sublicense, distribute, or commercially exploit the Services
• Reverse engineer, decompile, or attempt to extract source code
• Use the Services in violation of applicable law or regulation
• Use MLS Data outside permitted license terms
• Use the Services for unsolicited communications or spam
• Misrepresent listing ownership, brokerage relationships, or data sources

Praedium may suspend or terminate access for violations of this Section.

5.MLS Data & Third-Party Data

Customer acknowledges that:

• MLS Data is licensed from third parties and is not owned by Praedium
• Use of MLS Data is subject to applicable MLS rules and license agreements
• Praedium may restrict, modify, or disable MLS-related features to maintain compliance
• MLS providers may require audits, usage restrictions, or suspension of access

Praedium makes no warranties regarding the accuracy, completeness, or availability of MLS Data.

6.Customer Data & Privacy

Customer retains all right, title, and interest in Customer Data.

Praedium will:

• Use Customer Data solely to provide and improve the Services
• Implement reasonable administrative, technical, and physical safeguards
• Act as a data processor, not a data owner

Customer is responsible for obtaining all required consents and authorizations from clients, consumers, and Authorized Users.

7.Fees & Payment

• Subscription fees are billed in advance in accordance with the selected plan
• All fees are non-refundable except as required by law
• Failure to pay may result in suspension or termination
• Customer is responsible for all applicable taxes, excluding Praedium’s income taxes

8.Term & Termination

8.1 Term

This Agreement begins upon account activation and continues for the applicable Subscription Term.

8.2 Termination by Customer

Customers may terminate at the end of the current billing period.

8.3 Termination by Praedium

Praedium may suspend or terminate access immediately for:

• Non-payment
• Material breach
• Legal, regulatory, or MLS compliance requirements
• Security or data protection risks

9.Effect of Termination

Upon termination:

• Access to the Services will cease
• Customer Data may be deleted after a reasonable retention period
• Customer remains responsible for outstanding fees

10.Intellectual Property

Praedium retains all right, title, and interest in:

• The Services and underlying software
• Models, analytics, workflows, and configurations
• Documentation, trademarks, and branding

No ownership rights are transferred to Customer.

11.Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

PRAEDIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Praedium does not guarantee:

• Accuracy of MLS Data
• Market outcomes or valuations
• Business, financial, or legal results

12.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) Exclusion of Damages.

IN NO EVENT SHALL PRAEDIUM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST COMMISSIONS, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR BUSINESS INTERRUPTION.

(b) Cap on Liability.

PRAEDIUM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PRAEDIUM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Essential Basis.

THE PARTIES ACKNOWLEDGE THAT THIS SECTION IS AN ESSENTIAL BASIS OF THE BARGAIN.

For the avoidance of doubt, these limitations apply to all Customers, including brokerages and their Authorized Users, unless expressly modified in a Brokerage Addendum.

13.Indemnification

Customer agrees to indemnify and hold harmless Praedium from claims arising out of:

• Customer’s or Authorized Users’ misuse of the Services
• Violation of MLS rules or data licenses
• Customer Data or communications

14.Confidentiality

Each party shall protect the other’s confidential information using reasonable care and use such information solely to perform under this Agreement.

15.Modifications

Praedium may update this Agreement with reasonable notice. Continued use of the Services constitutes acceptance of the updated terms.

16.Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Chicago, Illinois. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Cook County, Illinois, with respect to (a) intellectual property infringement or misappropriation; (b) breach of confidentiality; or (c) violations of data-protection obligations. Customer and Praedium waive any right to a jury trial and agree to resolve disputes individually, not as a class, collective, or representative action.

17.General Provisions

• Independent contractors
• No assignment without consent
• Severability
• Entire agreement
• Order of Precedence:
  (1) any executed Brokerage Addendum,
  (2) this Agreement,
  (3) referenced policies or disclosures
• Electronic acceptance is binding