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    ApartmentGeofencing.com Master Services Agreement

    This Master Services Agreement is entered into between Intrinsic Digital, Inc. a Maryland corporation located at 1910 Towne Center Blvd, Suite 250, Annapolis, MD 21401 t/a ApartmentGeofencing.com (the "Service Provider"), and  ("Client", and together with Service Provider, the "Parties", and each, a "Party").

    WHEREAS, Service Provider is in the business of providing online marketing services, allowing Customer to bid on and purchase online display advertisements.

    WHEREAS, Client is in the business of leasing units in multifamily apartment buildings.

    WHEREAS, Client wishes to retain Service Provider to provide the services set forth in the attached Exhibit A for the package and services chosen by Client and set forth the applicable Insertion Order (the "Services").

    NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

    1. Service Provider Services and Responsibilities.

      1. Service Provider Services. Service Provider shall use best efforts to provide to Client the services and additional services (the "Services") set forth in one or more insertion orders (each, an "Insertion Order"). Additional Insertion Orders shall be deemed accepted and incorporated into this Agreement only if signed by Client and countersigned by the Service Provider.  Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in the relevant Insertion Order and this Agreement and in a professional and diligent manner consistent with industry standards and good business practice.

      2. No Exclusivity. Service Provider retains the right to perform the same or similar type of services for third parties in Client's industry during the Term of this Agreement.

      3. Status Reports. For each Service, Service Provider shall provide monthly written status reports.

     

    1. Client Obligations and Responsibilities.

      1. Client shall use commercially reasonable efforts to:

        1. Appoint and, in its reasonable discretion, replace a Client representative to serve as the primary contact with respect to this Agreement, which representative will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the Client “Primary Contact”).

        2. Provide copies of or access to Client's information, documents, samples, products, or other material (collectively, "Client Materials") as Service Provider may request in order to carry out the Services in a timely manner and ensure that they are complete and accurate in all material respects.

        3. Respond to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform the Services in accordance with the requirements of this Agreement.

    2. Intellectual Property Rights.

      1. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, (collectively "Intellectual Property") therein. Subject to and in accordance with the terms and conditions of this Agreement, Client grants Service Provider a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the Term to use Client's Intellectual Property solely to the extent necessary to provide the Services to Client.

      2. In the course of providing the Services, Service Provider will be using certain pre-existing materials consisting of documents and materials of Service Provider, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, in each case developed or acquired by Service Provider prior to the commencement or independently of this Agreement (collectively, the "Pre-Existing Materials"). Service Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property therein. Service Provider hereby grants Client a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise required in connection with Client's receipt or use of the Services. All other rights in and to the Pre-Existing Materials are expressly reserved by Service Provider.

      3. In the course of providing the Services, Service Provider will be using certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software (including the program called Simpli.fi) that are not proprietary to Service Provider (collectively, the "Third-Party Materials" or “Media”). Client shall have a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Services. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Client or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise.

    3. Fees and Expenses; Payment Obligations.

      1. Fees and Expenses.

        1. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Service Provider:

          1. a monthly fee in the amount set forth on Exhibit A attached hereto for the package and services chosen by Client and set forth in the applicable Insertion Order (the "Fixed Fee Services"), which amount shall be inclusive of any costs of materials or other expenses of Service Provider in providing such Services; and

          2. on a time and materials basis for the Services and at rates set forth on Exhibit A (the "Additional Services") for the package and services, if any, chosen by Client and set forth in the applicable Insertion Order.

        2. At the commencement of this Agreement or the addition of any Services to this Agreement, Service Provider shall issue an invoice for Services to be provided during the full month succeeding the date of this Agreement. That initial invoice shall be payable immediately, and Service Provider shall not be liable to provide such Services until such invoice is paid.

        3. Thereafter, Service Provider shall, on or before the first day of each month, issue an invoice to Client for the Services to be provided commencing the first day of the next full month. Monthly invoices shall be payable within thirty (30) days of receipt and Service Provider shall not be liable to provide such Services until such invoice is paid.

      2. Taxes. All fees payable by Client under this Agreement are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts. Client shall be solely responsible for the payment of any sales and use taxes assessed against the sale of Client's goods.

    4. NO REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. OTHER THAN THE RESPRSENTATIONS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF.

    5. Indemnification.

      1. Client Indemnification Obligations. Client shall defend, indemnify, and hold harmless Service Provider, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Service Provider Indemnified Party"), from and against any and all judgments, settlements, fees, costs and expenses (“Losses”) arising out of or resulting from any third-party Claim or direct Claim. Herein, a “Claim” includes allegations of:

        1. material breach by Client of any representation, warranty, covenant, or other obligations set forth in this Agreement;

        2. gross negligence or more culpable act or omission of Client (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and

        3. that any Client Materials or Client Intellectual Property or Service Provider's receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party arising under the laws of the United States.

      2. Service Provider Indemnification Obligations. Service Provider shall defend, indemnify, and hold harmless Client, and its officers, directors, employees, agents, successors, and permitted assigns (collectively, "Client Indemnified Party"), from and against any and all Losses, arising out or resulting from any third-party Claim or direct Claim alleging:

        1. material breach by Service Provider of any representation, warranty, covenant or other obligation set forth in this Agreement;

        2. gross negligence or more culpable act or omission of Service Provider Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;

        3. that any of the Services or Client's receipt or use thereof infringes any Intellectual Property of a third party arising under the laws of the United States.

      3. Exceptions and Limitations on Indemnification.

        1. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party's:

          1. willful or reckless or negligent acts or omissions; or

          2. bad faith failure to materially comply with any of its material obligations set forth in this Agreement.

        2. Notwithstanding anything to the contrary in this Agreement, Client shall have no obligations to indemnify or defend Service Provider or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:

          1. any instruction, information, designs, specifications, or other materials provided by Service Provider in writing to Client;

          2. Service Provider's use of any Client Materials or Client Intellectual Property in combination with any materials or equipment not supplied to Service Provider or specified by Client in writing, if the infringement would have been avoided by the use of the Client Materials or Client Intellectual Property not so combined; or

          3. any modifications or changes made to the Client Materials or Client Intellectual Property by or on behalf of any person other than Client.

        3. Notwithstanding anything to the contrary in this Agreement, Service Provider shall have no obligations to indemnify or defend Client against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:

          1. any Client Materials or any instruction, information, designs, specifications, or other materials provided by Client in writing to Service Provider;

          2. Client's use of the deliverables in combination with any materials or equipment not supplied to Client or specified by Service Provider in writing, if the infringement would have been avoided by the use of the deliverables or Intellectual Property of Service Provider not so combined; or

          3. any modifications or changes made to the deliverables by or on behalf of any person other than Service Provider.

      4. Indemnification Procedures. A party seeking indemnification under this Section 6 (the "Indemnified Party") shall give the Party from whom indemnification is sought (the "Indemnifying Party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party's expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

      5. EXCLUSIVE REMEDY. THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 6.

    6. Limitation of Liability.

      1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR INDEMNIFICATION,OR LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY,  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      2. MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR INDEMNIFICATION, OR LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED  TEN (10) TIMES THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    7. Confidentiality.  Any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign of a Party shall be collectively called "Representatives." From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property (as defined in paragraph 3.1 herein), trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party's written request, the Receiving Party and its Representatives shall, promptly return all Confidential Information and copies thereof that it has received under this Agreement.

    8. Term; Termination.

      1. Term. This Agreement will begin on the Effective Date and will remain in effect, unless earlier terminated in accordance with the terms of this Agreement for one year (the “Term”). This Agreement will renew each year on the Effective Date for a subsequent Term of one year unless Client provides notice of the intent not to renew at least 90 days prior to the end of the Term. Each party may terminate this Agreement for any reason or no reason upon thirty (30) days prior written notice to the other party.

      2. Effect of Expiration or Termination.

        1. Expiration or termination of this Agreement will not affect any rights or obligations that are intended to survive the expiration or earlier termination of this Agreement.

        2. Upon the expiration or termination of this Agreement for any reason, each Party shall promptly:

          1. return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information;

          2. permanently erase all of the other Party's Confidential Information from its computer system, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files; and

          3. certify in writing to the other Party that it has complied with the requirements of this clause; provided, however, that Client may retain copies of any Confidential Information of Service Provider incorporated in the deliverables or to the extent necessary to allow it to make full use of the Services and any deliverables.

        3. Subject to Section 6, the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party's rights or remedies/either Party's rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.

    9. Miscellaneous.

      1. Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

      2. Survival. Subject to the limitations and other provisions of this Agreement any provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination.

      3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only upon receipt by the receiving party.

      4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

      5. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.

      6. Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

      7. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

      8. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

      9. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America without giving effect to the conflict of laws provisions thereof.

      10. [Intentionally left blank.]

      11. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Service Provider is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

     

     

     

     

     

     

     

    EXHIBIT A

    Rate Card

    This Rate Card details the various fees that Service Provider charges under this Agreement based on the selection of Services set forth in the Insertion Order (Exhibit B). As used herein, “Media Cost” means the costs attributable to acquiring and delivering the media.

    Package Fees:

     

    NOTES:

    Monthly reports will be provided by property and include relevant metrics on campaigns, Geofences and Creative. Please see reporting example provided separately.

    Properties may change packages at any time without incurring any additional charges in accordance with section 1.1.

    Changes to Geofences or Creative beyond the number provided for free will be billed at an hourly rate of $150/hour in increments of 15 minutes. For example, changing a Geofence takes 15 minutes and changing Creative takes 30 minutes.

     

    NOTES:

    Developing Creative from a pre-existing template takes one business day and includes one round of edits. Information needed from Client is:

    1. Transparent logo in PNG format

    2. Brand guidelines. If you don’t have any, we will use colors and font from your website

    3. Two images (one exterior and one amenity or interior)

    4. Headline (max 30 characters)

    Service Provider will facilitate creating all necessary graphics for display campaigns using the online tool Banner Snack. Pre-existing templates can be found here:

    https://www.bannersnack.com/templates/real-estate.html