Nestora Master Subscription Agreement

Parties

This Master Subscription Agreement ("Agreement") is entered into by and between Ingress Technology LLC ("Provider") and the customer identified in an applicable order form, statement of work, invoice, or written subscription document ("Customer").

Services

Provider offers Nestora, a hosted community management software platform for homeowners associations, condominium associations, residential communities, and property management organizations.

Subscription License

Subject to this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, subscription-based right to access and use Nestora during the applicable subscription term for Customer's internal community management purposes.

Dedicated Environment

Provider shall provide Customer with a dedicated Nestora environment. Customer Data shall be maintained for Customer's community and logically separated from data belonging to other customers.

Customer Data Ownership

Customer retains all ownership and control rights in resident, guest, vehicle, amenity, event, administrative, and community data submitted to the Services ("Customer Data"). Provider receives only a limited right to process Customer Data to provide, maintain, secure, and support the Services.

Customer Responsibilities

Customer is responsible for user approvals, administrator actions, community policies, accuracy of Customer Data, resident communications, and compliance with laws applicable to Customer's use of the Services.

Fees and Payment

Customer shall pay all fees specified in the applicable order form, invoice, or subscription document. Unless otherwise stated, fees are non-refundable and payable in advance. Late payments may result in suspension of Services after reasonable notice.

Confidentiality

Each party shall protect the other party's confidential information using reasonable care and shall use such information only for purposes of performing under this Agreement.

Security

Provider shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encrypted communications, access controls, authentication controls, and backup procedures.

Service Availability

Provider shall use commercially reasonable efforts to make the Services available, excluding planned maintenance, emergency maintenance, third-party outages, force majeure events, and circumstances outside Provider's reasonable control.

Term and Renewal

The initial subscription term shall be stated in the applicable order form or invoice. Unless otherwise stated, subscriptions renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Termination

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice. Provider may suspend or terminate Services for non-payment, security risk, unlawful use, or misuse of the Services.

Data Export and Deletion

Upon termination, Customer may request an export of Customer Data in a commercially reasonable electronic format. Unless otherwise agreed, export access may remain available for thirty (30) days after termination. Provider may delete Customer Data after that period unless retention is required by law or contract.

Disclaimer

The Services are provided "as is" and "as available" except as expressly stated in this Agreement. Provider disclaims all implied warranties to the maximum extent permitted by law.

Limitation of Liability

Provider's total liability under this Agreement shall not exceed the amounts paid by Customer to Provider for the Services during the twelve (12) months before the claim. Provider shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

Governing Law

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

Incorporated Documents

The following documents are incorporated into this Agreement by reference:

• Data Processing Addendum � governs how Ingress Technology processes Customer Data on behalf of Customer.
• Security Statement � describes the technical and organizational safeguards maintained by Ingress Technology.
• Mobile Application End User License Agreement � governs end user access to the Nestora mobile application.

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