Last Updated: October 31, 2024

This Master Subscription Agreement is made between STAN A.I. Corp., a Canadian corporation (“STAN”) and the property operator set out in an applicable order form (“Property Operator”).

A. STAN offers a proprietary cloud-based software-as-a-service platform that allows property operators, managers, landlords, condominium and homeowner associations and other entities (collectively, property operators) to manage and automate interactions with subscribing end users that may be residents of the property owner’s properties.

B. Property Operator wishes to obtain services from STAN, as described in order forms entered into between STAN and Property Operator from time to time.

PLEASE READ THE TERMS AND CONDITIONS OF THIS MASTER SUBSCRIPTION AGREEMENT CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN PROPERTY OPERATOR AND STAN AND GOVERNS PROPERTY OPERATOR’S USE OF THE SERVICES PROVIDED BY STAN. BYACCEPTING THESE TERMS AND CONDITIONS, EITHER BY EXECUTING AN ORDER FORM THAT REFERENCES THIS MASTER SUBSCRIPTION AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE, OR OTHERWISE USING THE SERVICES, PROPERTY OPERATOR AGREES TO THE TERMS AND CONDITIONS OF THIS MASTER SUBSCRIPTION AGREEMENTAND ANYADDITIONAL TERMS SET OUT IN APPLICABLE ORDER FORM ENTERED INTO BETWEEN THE PARTIES.

These Terms are effective on the earlier of the date (a) Property Operator enters into and executes an order form outlining the services to be provided by STAN. (b) Property Operator electronically acknowledges and agrees to this Master Subscription Agreement by clicking a link, button, checkbox or otherwise, or (c) Property Operatory uses the services to be provided by STAN under an applicable order form.

The parties agree as follows:

1. DEFINITIONS AND SCHEDULES

1.1 Definitions.

“Admin User” means a natural person who is authorized by Property Operator to use the Services, and to whom Property Operator (or, when applicable, STAN at Property Operator’s request) has supplied a user identification and password (for Services utilizing authentication). Admin Users may include, for example, employees of Property Operator or of third parties with which Property Operator transacts business; provided that an Admin User must not be a natural person working for or on behalf of any person who would reasonably be understood to be a competitor of STAN without the prior written consent of STAN (which consent may be conditioned on the competitor entering into a non-disclosure agreement directly with STAN). The term Admin User does not include End Users.

“Admin Web Portal” means STAN’s standard web portal that enables Admin Users to obtain access to the STAN Platform for administrative purposes. The Admin Web Portal is not white-labelled to include Property Operator Branding Elements.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For the purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the entity or subject entity.

“Agreement” means this Master Subscription Agreement and any schedules, exhibits and addenda, and all Order Forms and Statements of Work, as it or they may from time to time be amended or supplemented.

“Applicable Laws” means, in respect of any person, property, transaction or event, all applicable Canadian, U.S., or foreign federal, provincial, state, municipal or local government laws, statutes, rules, by-laws and regulations, and all applicable official rules, policies, notices, directives, orders, judgments and decrees of any Governmental Authority, all as amended from time to time.

“Beta Services” means STAN services or functionality that may be made available to Property Operator to try at its option and which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, trial, or by a similar description.

“Data Centre Service Provider” means any third party retained by STAN to provide all or part of the Services at one or more secure data centers.

“Documentation” means the STAN documentation and policies applicable to the Services, as amended by STAN from time to time, which are generally available through the Admin Web Portal.

“End User” means a natural person who subscribes to one or more Property Operator Channels or with whom the Property Operator communicates with through the STAN Platform.

“End User Data” means all information, including Personal Data, relating to an identified or identifiable End User (a) that is provided by the End User to the STAN Platform, to the Services, or to STAN (including the End User’s name, phone number and email address), or (b) that is otherwise collected, used, or disclosed by the STAN Platform.

“End User Web Portal” means STAN’s standard web portal that enables End Users to obtain access to the STAN Platform. If so specified in the Order Form, the End User Web Portal will be white-labelled to include the Property Operator Branding Elements.

“Force Majeure Event” means any event or circumstances beyond the reasonable control of a party, including an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet or telecommunications service failure or delay, Third Party Service failure or delay, or a denial of service attack.

“Governmental Authority” means any governmental or regulatory authority, agency, commission or board of any Canadian, U.S., or foreign federal, provincial, state, municipal or local government, parliament or legislature, or any court or, without limitation, any other law, regulation or rule-making entity having or purporting to have jurisdiction in the relevant circumstances, and whether now or in the future constituted or existing, or any person acting or purporting to act under the authority of any of them.

“Identified or Identifiable” means, in relation to information and a natural person, that the natural person is specifically identified in the information or that there is a serious possibility that the natural person could be specifically identified through the use of that information, alone or in combination with other reasonably available information, and in particular by reference to an identifier such as a name, an identification number, location data, or an online identifier, or by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses.

“Minimum Commitment” means the minimum number of End Users or Properties that Property Operator must meet in order to continue use of the Services, as set out in an applicable Order Form.

“Mobile App” means STAN’s standard mobile application that enables End Users to obtain access to the STAN Platform. If so specified in the Order Form, the Mobile App will be white-labelled to include the Property Operator Branding Elements.

“Order Form” means an ordering document describing the Services to be provided under this Agreement that is entered into between Property Operator and STAN or any of their Affiliates, and any addendums or supplements to the ordering document, including any schedules or exhibits to any of them, as it or they may from time to time be amended or supplemented. By entering into an Order Form that references this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Professional Services” means professional services provided by STAN to Property Operator under an Order Form or a Statement of Work, including onboarding, implementation, configuration, training, development and support and maintenance services.

“Property” means a property specified in an Order Form.

“Property Operator Branding Elements” means Property Operator’s trademarks, logos, trade names and service marks, together with any other text, graphical content, URL addresses, images, data, or code provided to STAN by Property Operator, or on Property Operator’s behalf, for use in white-label branding of the Property Operator Channels and, if so specified in the Order Form, the Mobile App and the End User Web Portal.

“Property Operator Channel” means a channel established by Property Operator within the STAN Platform for the purpose of interacting with End Users. Property Operator may have one or more Property Operator Channels within the Services.

“Property Operator Content” means any text, audio, video, images, and other content in a Property Operator Channel that is provided by Property Operator (or by others on behalf of Property Operator), such as (without limitation) information about Properties, tenants, services, events, and policies. Property Operator Content is usually, but not always, provided to facilitate communication and interaction with End Users or train STAN’s underlying proprietary models, algorithms and processes relating to the Services. Property Operator Content does not include Third Party Service Content even if the Third Party Service Content is available within a Property Operator Channel. Property Operator Content does not include End User Data or Property Operator - End User Interaction Data.

“Property Operator - End User Interaction Data” means information about interactions between Property Operator and an End User, including communications between them and the content of those communications. The existence of a Property Operator - End User interaction is End User Data. The content of a Property Operator - End User interaction may be, but is not necessarily, End-User Data. Property Operator - End User Interaction Data does not include information about interactions between a Third Party Service Provider and an End User, including communications between them and the content of those communications, even if the Third Party Service Content is available within a Property Operator Channel.

“Property Operator Service Data” means aggregated statistical or analytical data derived from the operation of the Services for Property Operator, including (a) aggregated building engagement statistical or analytical data derived from Property Operator - End User Interaction Data, and (b) for those Third Party Services that are available in a Property Operator Channel, statistical or analytical data derived from the number or general character of interactions between the Third Party Service Provider and an End User within that Property Operator Channel (but not any otherwise derived from the content of those communications without the express consent of the End User). The number of Property Operator - End User interactions for a Property during a given period is one example of Property Operator Service Data. Property Operator Service Data is aggregated across multiple End Users, and is anonymized so that individual End Users cannot be identified from the Property Operator Service Data. Property Operator Service Data does not include aggregated statistical or analytical data derived from the operation of the STAN Platform generally, provided that statistical or analytical data derived from the operation of the STAN Platform generally must be anonymized by STAN so that statistical or analytical data from the operation of the Services for Property Operator cannot be derived therefrom.

Except as expressly provided above, Property Operator Service Data does not include aggregated statistical or analytical data derived from interactions between a Third Party Service Provider and an End User, even if the Third Party Service Content is available within a Property Operator Channel.

“Services” means the Property Operator Channel services that are ordered by Property Operator under an Order Form and made available by STAN to Property Operator as software as a service (SaaS) services. Services do not include Third Party Services or Professional Services.

“STAN Platform” means STAN’s proprietary cloud-based End User communication platform comprised of various components, which is made available by STAN as a SaaS service.

“Statement of Work” means a statement of work specifying Professional Services to be provided under this Agreement that is entered into between Property Operator and STAN or any of their Affiliates, including any schedules, exhibits and addenda, as it or they may from time to time be amended or supplemented. By entering into a Statement of Work that references this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement.

“Third Party Service” means a service that is provided by a third party to End Users through the STAN Platform. For example, Third Party Services might include safety or wellness services.

“Third Party Service Content” means any text, audio, video, images, and other content that is provided by a Third Party Service Provider (or by others on behalf of the Third Party Service Provider), such as (without limitation) information about the Third Party Services, even if the Third Party Service Content is available within a Property Operator Channel.

“Third Party Service Provider” means the provider of a Third Party Service.

2. PROVISION OF SERVICES BY STAN

2.1 Services. STAN will make the Services available to Property Operator pursuant to this Agreement and the applicable Order Forms.

2.2 Not for use in Emergencies. The Services, and any use or communications in relation to or resulting from the Services, are not a replacement for property management services, nor is STAN a replacement for emergency services or emergency service providers. Property Operator agrees it is solely responsible to inform End Users of the limitations of STAN and ensure that STAN is not used in the event of an emergency, or to provide legal notice in relation to the Properties. If, in providing the Services, STAN reasonably believes an End User requires emergency services, Property Operator agrees that we may, but are not obligated to, use its judgment to contact such emergency services we deem necessary. Without limiting any other section of this Agreement, Property Operator agrees that STAN shall not be liable or responsible for any claims, fees, damages (howsoever caused) or losses which arise from our decision to either contact or not contact, emergency service providers. In such scenarios, STAN may also advise the End User to contact Property Operator or emergency services directly.

2.3 Properties. From time to time, Property Operator and STAN may enter into Order Forms to designate Properties for which the Services will be provided. Each Order Form effects a subscription for the Services for the Properties identified in the Order Form, on the terms of the Order Form and this Agreement. Each Property must be approved by STAN in its sole discretion and, unless otherwise approved by STAN, must be (a) a Property in relation to which Property Operator or a Property Operator Affiliate is an owner, lessor or property manager, and (b) a type of Property for which the Services are. Unless Property Operator enters into a subsequent Order Form with STAN, Property Operator agrees that the terms of this Agreement shall apply to (a) any additional Properties or other projects where STAN and the Property Operator agree to in writing; (b) any future use of STAN, for any Property, where you

elect to continue to subscribe past your initial Minimum Commitment; or (3) in the event you decide to re-subscribe to STAN, for any Property, after a period of inactivity. If a Property Operator Affiliate is named in an Order Form or is otherwise an owner, lessor or property manager of a Property, then the provisions of this Agreement shall apply to the Property Operator Affiliate and Property Operator shall remain responsible for all acts and failures to act of the Property Operator Affiliate to the same extent as if such acts or failures to act were by Property Operator.

2.4 Sale of a Property. If Property Operator or the Property Operator Affiliate, as applicable, will cease to be an owner, lessor or property manager of a Property, whether by reason of a sale, termination of lease, termination of agreement or other event, then (a) Property Operator shall provide not less than thirty (30) days prior notice in writing to STAN of such event, (b) the parties will in good faith attempt to assign the subscription for the Property to the purchaser or other successor to the interest of Property Operator, or if the parties are unable to so assign the subscription for the Property, then the Property Operator shall assign the subscription to another Property that it current owns or operates; and (c) if the parties are unable to carry out the obligations set out in Section 2.5(b), unless otherwise agreed in writing between the parties at the time, either party may terminate the Services in relation to such Property at any time thereafter by not less than thirty (30) days’ notice in writing to the other party. If either party so terminates the Services in relation to such Property, then: (a) Property Operator will pay to STAN a termination fee equal to the balance of the fees that would otherwise have been payable for the remainder of the terminated subscription term; and (b) the parties will amend the applicable Order Form to reflect that termination.

2.5 Property Operator Channels White-Labelled. Where specified in an applicable Order Form, STAN will apply the Property Operator Branding Elements provided by Property Operator from time to time, to the Property Operator Channels and, if so specified in the Order Forms, to the Mobile App and the End User Web Portal. Property Operator authorizes the inclusion of a “Powered by STAN” or similar STAN attribution in the Services, STAN Platform, Property Operator Channels, Mobile App and End User Web Portal.

2.6 Professional Services. STAN will provide Professional Services in accordance with any Order Form or Statement of Work signed by both parties.

2.7 Onboarding Services. After the parties enter into an Order Form, STAN will begin an on-boarding process to establish the Property Operator Channels relating to each Property. The on-boarding process will require your assistance to configure STAN by providing responses to common questions from End-Users and other information we may request, including unique information about your Properties. Stan will be programmed to adapt to respond to a growing list of queries or processes posed or requested by you and your End-Users. From time to time, you may be required to provide additional information or responses to common questions to ensure STAN is providing accurate and correct information to End-Users. You agree to provide us with updates when information becomes out of date, or otherwise needs clarification. All on-boarding services provided under this Agreement will be completed remotely.

2.8 Beta Services. From time to time, STAN may make Beta Services available to Property Operator. Property Operator may choose to try such Beta Services or not in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement. However, all restrictions, STAN reservations of rights, and Property Operator obligations concerning the Services, and use of any related Third Party Services, will apply equally to Property Operator’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire on the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. STAN may discontinue Beta Services at any time in its sole discretion and may never make them generally available. STAN will have no liability for any harm or damage arising out of or in connection with a Beta Service.

2.9       Modifications. STAN may modify the Services, STAN Platform, Property Operator Channels, Mobile App and End User Web Portal from time to time without notice to Property Operator, provided that where any such modification

materially degrades or decreases the functionality or features of the foregoing, STAN will provide advance reasonable notice relating to same.

2.10 STAN Personnel, Subcontractors and Service Providers. STAN will be responsible for the performance of its personnel, subcontractors and service providers and for their compliance with STAN’s obligations under this Agreement, except as otherwise specified in this Agreement. For greater certainty, Third Party Service Providers are not subcontractors or service providers of STAN.

2.11 Third Party Services. If Property Operator elects to use any Third Party Services with the Services, then Property Operator grants STAN permission to allow the Third Party Service Provider to access the Services as required for the interoperation of the Third Party Services with the Services. STAN is not responsible for any disclosure, modification or deletion of End User Data, Property Operator - End User Interaction Data, Property Operator Service Data, or Property Operator Content resulting from access by the Third Party Service Provider. Any use by Property Operator of a Third Party Service, and any exchange of data between Property Operator and the Third Party Service Provider, is solely between Property Operator and the Third Party Service Provider. STAN does not warrant or support Third Party Services or other non-STAN products or services, whether or not they are designated by STAN as “certified” or otherwise, unless otherwise expressly provided in an Order Form. STAN does not guarantee the continued availability of Third Party Services. If STAN reasonably forms the view that a Third Party Service used with the Services by Property Operator is causing or will cause STAN to violate Applicable Laws or third-party rights, then STAN may notify Property Operator. Promptly after receipt of such notice by Property Operator, the parties will meet and negotiate in good faith to resolve the issue. If within 10 days after receipt of such notice by Property Operator (or such longer period as may be agreed between the parties, each acting reasonably) the parties do not agree on a solution or Property Operator does not instruct STAN to disable the applicable Third Party Service, then STAN may disable the applicable Third Party Service until the potential violation is resolved.

2.12 Applicable Laws.

(a) STAN will comply with all Applicable Laws which are (i) generally applicable to STAN, (ii) generally applicable to STAN’s provision of SaaS services to Property Operator, or (iii) applicable to STAN’s collection, use or disclosure of Personal Data of End Users.

(b) Property Operator will comply with all Applicable Laws which are (i) generally applicable to Property Operator, (ii) generally applicable to Property Operator’s use of the Services, or (iii) applicable to Property Operator’s collection, use or disclosure of Personal Data of End Users.

(c) If either party becomes aware that the Services do not comply or might not comply with all Applicable Laws referenced in this section, then such party will promptly notify the other party in writing. On receipt of such notice, the parties will negotiate in good faith to agree on a solution that will enable Property Operator to continue to use the Services and that will enable both Property Operator and STAN to comply with all Applicable Laws. If the issue can be resolved by a commercially reasonable change to the Services or the STAN Platform or to the manner in which Property Operator uses the Services, then the parties, acting reasonably and in good faith, will attempt to reach agreement on the nature of the change and, if the change will result in a material cost being incurred by STAN, the portion of that cost that will be borne by Property Operator. If the parties are unable to reach agreement within 60 days after the commencement of such negotiations, then either party may terminate this Agreement by 30 days’ notice in writing to the other party. If either party so terminates this Agreement, then STAN will refund Property Operator any prepaid fees covering the remainder of the subscription terms of the terminated subscriptions.

3. USE OF SERVICES BY PROPERTY OPERATOR

3.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Services are purchased as subscriptions for the term stated in the applicable Order Form; and (b) any added subscriptions for Services will terminate on the same date as the initial subscription for Services.

3.2 Service Limits. Property Operator’s access to the Services may be subject to service limits specified in Order Forms. Property Operator will not exceed any such service limits.

3.3 Property Operator Responsibilities. Property Operator will (a) be responsible for its Affiliates’ and Admin Users’ compliance with this Agreement, the Documentation and the Order Forms, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Documentation, and notify STAN promptly of any such unauthorized access or use, (c) use Services and Documentation only in accordance with this Agreement, the Documentation, the Order Forms and Applicable Laws, (d) comply with terms of service of any Third Party Services with which Property Operator uses the Services and be responsible for its Affiliates’ and Admin Users’ compliance with such terms of service, and (e) provide sufficient and timely access to Properties, Property Operatory Branding Elements, data (including Property Operator Content), information and personnel as may be necessary or reasonably requested by STAN to enable STAN to provide the Services.

3.4 Property Operator Restrictions. Property Operator will not (a) make any Services, Third Party Services or Documentation available to, or use any Services, Third Party Services or Documentation for the benefit of, anyone other than Property Operator or End Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services, Third Party Services or Documentation, or include any Services, Third Party Services or Documentation in a service bureau or outsourcing offering, (c) use the Services or Third Party Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Services or Third Party Services to store or transmit Malicious Code, or to send spam, (e) interfere with or disrupt the integrity or performance of the STAN Platform or any Services, Third Party Services, or third-party data, (f) attempt to gain unauthorized access to the STAN Platform or any Services, Third Party Services or Documentation or their related systems or networks, (g) permit direct or indirect access to or use of any Services, Third Party Services or Documentation in a way that circumvents a contractual service limit, or use any Services or Third Party Services to access or use any STAN intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy the Services or the Third Party Services or any part, feature, function or user interface of the Services or the Third Party Services, (i) copy Documentation except for internal use by Property Operator, (j) frame or mirror any part of any Services, Third Party Services or Documentation, other than framing for its own internal business purposes or as permitted in the Documentation, (k) access or use any Services, Third Party Services, or Documentation in order to build a competitive product or service or to benchmark with a non-STAN product or service, or (l) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component relating to the Services or Third Party Services (to the extent such restriction is permitted by Applicable Laws). Unless otherwise specified in an Order Form, an Admin User’s password may not be shared with any other person and an Admin User’s identification may only be reassigned to a new natural person replacing one who will no longer use the Services.

4. FEES AND PAYMENT

4.1 Fees. Property Operator will pay all fees and expenses specified in Order Forms, Statements of Work or this Agreement. Except as otherwise specified in an Order Form or a Statement of Work, (a) payment obligations are non-cancellable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term (except if Property Operator or the Property Operator Affiliate, as applicable, ceases to be an owner, lessor or property manager of the Property, as provided under “Sale of a Property”). Property Operator represents and warrants to STAN that all information provided by Property Operator to STAN that is used by STAN to calculate the fees is and shall be accurate, true and complete, in all material respects. Property Operator agrees that STAN may change

(increase or decrease) the fees associated with the Services, provided that: (i) STAN shall provide you with at least thirty (30) days’ notice prior to such pricing change to come into effect; and (ii) STAN shall not increase the fees associated with the Services more than once during any consecutive twelve (12) month period, unless otherwise approved by the Property Operator. Upon providing Property Operator with notice of the pricing changes, Property Operator agrees that all other terms of this Agreement shall remain in force and in effect.

4.2 Invoicing and Payment. Unless otherwise stated in the Order Form or Statement of Work, (a) fixed fees will be invoiced in advance and variable fees and expenses in arrears, (b) fees and expenses are due net 30 days from the invoice date, and (c) fees and expenses are payable by the methods of payment set out in the Order Form or invoice. Property Operator is responsible for providing complete and accurate billing and contact information to STAN, and notifying STAN of any changes to such information. If Property Operator does not notify STAN in writing of any issue that Property Operator may have with an invoice within 60 days of the invoice date, then Property Operator is deemed to have accepted the invoice and Property Operator waives any right to dispute the amount of the invoice.

4.3 Overdue Charges. If Property Operator fails to make any payment when due, without limiting STAN’s other rights and remedies: (a) STAN may charge interest on the past due amount at the rate of 1.5% per month (19.56% per annum when compounded) or, if lower, the maximum amount permitted under Applicable Laws; (b) Property Operator shall reimburse STAN for all reasonable costs incurred by STAN in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (c) if such failure continues for ten (10) days or more, STAN may suspend Property Operator's, its Admin User's and any End Users access to any portion or all of the Services, STAN Platform or Property Operator Channels until such amounts are paid in full.

4.4 Taxes. STAN's fees and expenses do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, HST, GST, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Property Operator is responsible for paying all Taxes associated with its purchases under this Agreement. If STAN has the legal obligation to pay or collect Taxes for which Property Operator is responsible under this section, STAN will invoice Property Operator and Property Operator will pay that amount unless Property Operator provides STAN with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, STAN is solely responsible for taxes assessable against it based on its income, property and employees. All payments by Property Operator under this Agreement will be without deduction or withholding for Taxes unless Property Operator is compelled by Applicable Laws to deduct or withhold Taxes, in which event Property Operator will pay to STAN such additional amounts necessary to enable STAN to receive, after all deductions and withholdings for such Taxes, a net amount equal to the full amount which would otherwise have been payable under this Agreement if no such deduction or withholding was required.

4.5 Maintaining Records and Right to Audit. Property Operator agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the subscription term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. STAN may, at its own expense, on reasonable prior notice, periodically inspect and audit Property Operator’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Property Operator has underpaid STAN with respect to any amounts due and payable during an applicable subscription term, Property Operator shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4.3. Property Operator shall pay for the costs of the audit if the audit determines that Property Operator’s underpayment equals or exceeds ten percent (10%) for any quarter. Such inspection and auditing rights will extend throughout the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

5. END USERS

5.1 Support of End Users. If an Order Form specifies that the Mobile App,End User Web Portal, and/or other communication channels will be white-labelled to include the Property Operator Branding Elements, then Property Operator is the sole point of contact for all End Users, and Property Operator will provide all support and assistance required by End Users. If the Order Form does not so specify, then STAN is the sole point of contact for all End Users, and STAN will provide all support and assistance required by End Users. End Users are solely responsible any data charges and similar fees associated with their respective access and use of the Services through the Mobile App or otherwise through a mobile device.

5.2 Communication with End Users. STAN only assists Property Operators with responses to routine questions from End Users and certain other functions. STAN will rely on the Property Operator Content to provide such responses, to configure such responses to End Users. STAN disclaims any and all responsibility. Property Operator agrees that STAN is authorized and permitted, acting on Property Operator’s behalf and as its agent, to provide responses to End User questions and comments STAN deem reasonable based on the Property Operator Content. In the course of communicating with End Users, STAN may, but is not required to, indicate STAN is an agent of Property Operator and acting as a ‘digital assistant’ to provide responses on Property Operator’s behalf. Notwithstanding the foregoing, any responses. Notwithstanding the foregoing, STAN: (i) expressly disclaims and provides no representations, warranties or covenants in relation to the responses provided to End Users, or use thereof, including any and implied warranties and conditions of fitness for a particular purpose, usefulness, non-infringement, legality, title, completeness or accuracy; and (ii) STAN will have no liability or indemnification obligations for any loss, harm, damage or claim arising out of or in connection with such responses, except for that caused by the gross negligence, wilful misconduct or fraudulent representations or actions of STAN. To the extent you or your employees, contractors or third parties at your direction, provide us with the personal information of another person, including for example personal information pertaining to a resident of a Property, you represent and warrant to us that you have their authorization and informed consent to provide us with that information for us to use in accordance with our Privacy Policy. In addition to our Privacy Policy, you agree, represent and warrant that you have obtained all necessary consents and approvals for us to send your End-Users and members of your organization, commercial electronic messages pertaining to our services and the use of STAN.

5.3 End User Personal Data.

(a) STAN is a data controller for the Personal Data that is collected, used, or processed by the STAN Platform generally, including the Personal Data of End Users. Property Operator is a data controller for the Personal Data of End Users that is collected, used, or processed by Property Operator as a consequence of End Users’ use of the Property Operator Channels and the interactions of End Users with Property Operator through the Property Operator Channels.

(b) STAN will establish an end user privacy policy at www.stan.ai/privacy-policy (http://www.stan.ai/privacy-policy) (“STAN End User Privacy Policy”) relating to STAN’s collection, use, processing, and disclosure of the Personal Data that is collected, used, or processed by the STAN Platform generally, including the Personal Data of End Users. STAN will establish terms of use (“STAN End User Terms of Use”) relating to end users’ general use of the STAN Platform, including use by End Users. STAN may amend the STAN End User Privacy Policy and the STAN End User Terms of Use from time to time. STAN will not collect, use, process or disclose Personal Data of End Users except as permitted under the STAN End User Privacy Policy, or as otherwise consented to by the End User, or as otherwise permitted under Applicable Laws.

(c) Property Operator may elect to establish an End User privacy policy (“Property Operator End User Privacy Policy”) relating to Property Operator’s collection, use, processing, and disclosure of the Personal Data of End Users that is collected, used, or processed by STAN as a consequence of End Users’ use of the Property Operator Channels and the interactions of End Users with Property Operator through the Property Operator Channels. Property Operator may elect to establish terms of use (“Property Operator End User Terms of

Use”) relating to End Users’ general use of the Property Operator Channels. Property Operator may amend any Property Operator End User Privacy Policy and any Property Operator End User Terms of Use from time to time. Property Operator will not collect, use, process or disclose Personal Data of End Users except as permitted under any Property Operator End User Privacy Policy, or as otherwise consented to by the End User, or as otherwise permitted under Applicable Laws.

(d) The STAN Platform will require any natural person subscribing to become an end user of the STAN Platform to agree to the STAN End User Privacy Policy and the STAN End User Terms of Use. For greater certainty, STAN may suspend or terminate an End User’s subscription to the Platform, including the Services, for a breach or a reasonably suspected breach of the STAN End User Terms.

(e) If Property Operator elects to have a Property Operator End User Privacy Policy or Property Operator End User Terms of Use or both, then the Services will require any natural person subscribing to a Property Operator Channel (and thereby becoming an End User under this Agreement) to agree to the Property Operator End User Privacy Policy or the Property Operator End User Terms of Use or both, as applicable. For greater certainty, Property Operator may suspend or terminate an End User’s subscription to the Property Operator Channels for a breach or a reasonably suspected breach of any Property Operator End User Terms (but may not suspend or terminate an End User’s access to other parts of the STAN Platform).

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of STAN Rights. Notwithstanding anything to the contrary contained in this Agreement, STAN and its licensors have and will retain all right, title and interest in and to the STAN Platform, the Services, the Documentation, the Property Operator Service Data and the software and systems used to provide the STAN Platform and the Services (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. Each Third Party Service provider and its licensors have and will retain all right, title and interest in and to its Third Party Services, documentation, and the software and systems used to provide the Third Party Services (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. Property Operator acknowledges that it is obtaining only a limited right to use the Services, Third Party Services and Documentation. No rights are granted to Property Operator under this Agreement other than as expressly set forth in this Agreement.

6.2 License by STAN for Documentation. STAN grants to Property Operator a worldwide, non-exclusive, non-transferable, royalty-free license to use the Documentation solely for Property Operator’s internal business purposes associated with its use of the Services, and solely for the applicable subscription term. Property Operator will reproduce STAN's copyright notice on all copies of the Documentation. On the expiry of the applicable subscription term, Property Operator will destroy or delete all copies of the Documentation then in its possession or control.

6.3 License by STAN for Deliverables. Unless otherwise provided in a Statement of Work, on Property Operator’s payment of fees and expenses payable under a Statement of Work, STAN grants to Property Operator a worldwide, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) each deliverable provided by STAN to Property Operator under the Statement of Work, solely for Property Operator’s internal business purposes associated with its use of the Services, and solely for the applicable subscription term for the associated Services.

6.4        License by Property Operator for Property Operator Content and Property Operator Branding Elements. As between Property Operator and STAN, Property Operator owns all right, title and interest in and to all Property Operator Content and Property Operator Branding Elements.     Property Operator grants STAN, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Property Operator Content

and Property Operator Branding Elements as necessary for STAN to provide the Services in accordance with this Agreement.

6.5 Know-How. With the exception of Property Operator’s Confidential Information, STAN and its personnel may use and disclose their general skills, knowledge, experience and know-how, including, without limitation, general processes, learnings, concepts, methods, methodologies, techniques, ideas and other residual information gained or learned in the provision of the Services. Nothing herein shall prevent STAN from creating, developing, providing services or products which are the same or materially the same as the deliverables or anything developed pursuant to the Statements of Work for itself or for any third-party, provided that it does not incorporate or reference any Property Operator Confidential Information.

6.6 License by Property Operator to Use Feedback. Property Operator grants to STAN and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Property Operator or its Affiliates or Admin Users.

6.7 Property Operator Service Data. STAN will limit access to Property Operator Service Data to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with STAN containing protections not materially less protective of the Property Operator Service Data than those in this Agreement. STAN will not otherwise disclose Property Operator Service Data to any person other than Property Operator, without the prior written consent of Property Operator. STAN will only use Property Operator Service Data to the extent necessary to perform, deliver, support, test and improve the Services, to develop new products and services, to understand usage, and for any other STAN internal business purposes that do not require disclosure of Property Operator Service Data.

6.8 Export of Property Operator Content. Upon request by Property Operator made within 30 days after the effective date of termination or expiration of this Agreement, STAN will make any Property Operator Content then in STAN’s possession or control available to Property Operator for export or download in an industry standard JSON file. After such 30 day period, STAN will have no obligation to maintain or provide any Property Operator Content, and will delete or destroy all copies of Property Operator Content in its systems or otherwise in its possession or control, unless legally prohibited. On the request of Property Operator, an officer of STAN will certify that STAN has complied with these obligations.

7. CONFIDENTIALITY AND SECURITY

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Property Operator includes non-public Property Operator Content. Confidential Information of STAN includes the Platform, the Services and the Documentation. Confidential Information of each party includes the terms of this Agreement and all Order Forms and Statements of Work (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed by the Receiving Party to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party.

7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those in this Agreement. Property Operator shall not disclose STAN’s Confidential Information to any person who would reasonably be understood to be a competitor of STAN or the personnel of any such person without the prior written consent of STAN (which consent may be conditioned on such party entering into a non-disclosure agreement directly with STAN). STAN may disclose relevant aspects of Property Operator’s Confidential Information to Third Party Service Providers, to the extent that such disclosure is reasonably necessary for the provision of Third Party Services. Neither party will disclose the terms of this Agreement or any Order Form or Statement of Work to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliates, legal counsel or accountants will remain responsible for such Affiliates’, legal counsel’s or accountant’s compliance with this “Confidentiality” section.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, then the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to that Confidential Information.

7.4 Return of Confidential Information. Except as otherwise expressly provided below, on the request of the Disclosing Party, the Receiving Party will (a) return or destroy all tangible forms of Confidential Information of the Disclosing Party in its possession or control, (b) use all commercially reasonable efforts to erase or destroy all electronic copies of such Confidential Information, and (c) certify to the Disclosing Party that such materials have been either returned, erased or destroyed, in each case except as to signed original copies of any contractual documents or other materials customarily held by the Receiving Party as legal archival material. Notwithstanding the above, the Receiving Party may retain copies of the Confidential Information of the Disclosing Party for archival, audit, legal and/or regulatory purposes.

7.5 STAN Security. STAN will implement and maintain appropriate technical and organizational measures, as determined by STAN, designed to protect the security of End User Data, Property Operator - End User Interaction Data, Property Operator Service Data, and non-public Property Operator Content, including measures designed to protect such data from unauthorized access, use, modification, deletion, loss or disclosure.

7.6 Security Incidents.

(a) STAN will report to Property Operator any material security breach or other event where there is an actual material loss, theft, unauthorized access, acquisition, use, disclosure, alteration, or destruction of or to End User Data, Property Operator - End User Interaction Data, Property Operator Service Data or non-public Property Operator Content within the possession or control of STAN, or a significant risk of any of them (a “Security Incident”) promptly following determination by STAN that a Security Incident has occurred, and in any event within 48 hours following such determination. The initial report will be made to the security contacts designated by Property Operator from time to time.

(b) Property Operator will report to STAN any Security Incident (not previously reported by STAN to Property Operator) promptly following determination by Property Operator that a Security Incident has occurred, and in any event within 48 hours following such determination. The initial report will be made to the STAN security contacts designated by STAN from time to time.

(c) STAN will investigate the Security Incident. STAN will provide Property Operator with detailed information about the Security Incident to the extent reasonably possible and to the extent known. STAN will take reasonable steps within its systems to mitigate the effects of the Security Incident. STAN will use commercially reasonable efforts to provide to Property Operator the information required by Property Operator to fulfil any obligations under Applicable Laws to notify Property Operator regulators and data subjects of the Security Incident. Property Operator acknowledges that the Services are provided from a multi-tenant cloud environment used by many STAN customers, and that STAN may be obligated to provide notice of the Security Breach to other STAN customers, end users, and other third parties.

8. WARRANTIES AND DISCLAIMERS

8.1 Warranties for Services. STAN warrants that during an applicable subscription term (a) the Services will perform materially in accordance with the applicable Documentation, and (b) STAN will not materially decrease the overall functionality of the Services. For any breach of this warranty, Property Operator’s exclusive remedy and STAN’s entire liability will be for STAN to use commercially reasonable efforts to cause the Services to comply with the warranty within a reasonable period of time after receipt of notice in writing from Property Operator.

8.2 Warranties for Professional Services. STAN warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Property Operator’s exclusive remedy and STAN’s entire liability will be the re-performance of the applicable portion of the Professional Services. If STAN is unable to re-perform the Professional Services as warranted, Property Operator will be entitled to recover the Professional Services fees paid to STAN for the deficient Professional Services. Property Operator must make any claim under this warranty to STAN in writing within 30 days of the delivery of the applicable work in order to receive warranty remedies.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, STAN MAKES NO WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND STAN SPECIFICALLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY STATUTORY OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIRD PARTY SERVICES AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. STAN DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR OR MALICIOUS CODE FREE OR WITHOUT INTERRUPTION OR DELAY, THAT THE SERVICES WILL MEET ALL OF PROPERTY OPERATOR’S REQUIREMENTS, OR THAT THE SERVICES SATISFY ALL APPLICABLE LAWS OR REGULATORY REQUIREMENTS THAT ARE APPLICABLE TO PROPERTY OPERATOR. STAN DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY DATA CENTRE SERVICE PROVIDER. STAN DISCLAIMS ALL LIABILITYAND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY RESPONSES TO END USERS DERIVED, CREATED OR DEVELOPED FROM THE PROPERTY OPERATOR CONTENT.

8.4 Future Functionality. Property Operator agrees that, unless otherwise expressly provided in an Order Form, Property Operator’s purchases of the Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by STAN regarding future functionality or features.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by STAN. STAN will defend Property Operator against any claim, demand, suit or proceeding made or brought against Property Operator by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Property Operator”), and will indemnify Property Operator from any damages, legal fees and costs finally awarded against Property Operator as a result of, or for amounts paid by Property Operator under a settlement approved by STAN in writing of, a Claim Against Property Operator, provided Property Operator (a) promptly gives STAN written notice of the Claim Against Property Operator, (b) gives STAN sole control of the defense and settlement of the Claim Against Property Operator (except that STAN may not settle any Claim Against Property Operator unless the settlement unconditionally releases Property Operator of all liability), and (c) gives STAN all reasonable assistance, at STAN’s expense. If STAN receives information about an infringement or misappropriation claim related to the Services, STAN may in its discretion and at no cost to Property Operator (d) modify the Services so that they are no longer claimed to infringe or misappropriate, subject to STAN’s warranties under “Warranties for Services”, (e) obtain a license for Property Operator’s continued use of the Services in accordance with this Agreement, or (f) if the options under clauses (d) or (e) are not possible on terms that STAN considers to be commercially reasonable, terminate Property Operator’s subscriptions for the Services on 30 days’ written notice and refund Property Operator any prepaid fees covering the remainder of the subscription terms of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim Against Property Operator arises from (g) a Third Party Service or Property Operator’s use of a Third Party Service, (h) Property Operator’s breach of this Agreement, the Documentation, applicable Order Forms or the service terms applicable to Third Party Services, (i) use or combination of the Services with any other product or service, (j) modification of the Services or any component without STAN’s express written approval, or (k) use of the Services for any purpose or in any manner other than as specifically contemplated by this Agreement without STAN’s express written approval. This “Indemnification by STAN” section states STAN’s sole liability and Property Operator’s exclusive remedy for any type of claim described in this section.

9.2 Indemnification by Property Operator. Property Operator will defend STAN against any claim, demand, suit or proceeding made or brought against STAN by a third party alleging that any Property Operator Content, any Property Operator Branding Elements, or any Property Operator communication with End Users infringes or misappropriates such third party’s intellectual property rights or other rights, or arising from Property Operator’s gross negligence, willful misconduct or use or misuse of the Services, Third Party Services or Documentation in breach of this Agreement, the Documentation, any Order Form or Applicable Laws (each a “Claim Against STAN”), and will indemnify STAN from any damages, legal fees and costs finally awarded against STAN as a result of, or for any amounts paid by STAN under a settlement approved by Property Operator in writing of, a Claim Against STAN, provided STAN (a) promptly gives Property Operator written notice of the Claim Against STAN, (b) gives Property Operator sole control of the defence and settlement of the Claim Against STAN (except that Property Operator may not settle any Claim Against STAN unless the settlement unconditionally releases STAN of all liability), and (c) gives Property Operator all reasonable assistance, at Property Operator’s expense.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STAN AND ITS AFFILIATES, SUBCONTRACTORS, SERVICE PROVIDERS, LICENSORS, THIRD PARTY SERVICE PROVIDERS AND OTHER CHANNEL OWNERS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “STAN TEAM”) FOR ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, INCLUDING LEGAL FEES AND EXPENSES (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RELATED TO THE SERVICES OR UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ALL LOSSES ARISING OUT OF OR RELATED TO THE SERVICES OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY PROPERTY OPERATOR FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THESE LIMITATIONS WILL

APPLY WHETHER AN ACTION IS IN CONTRACT (INCLUDING AN INDEMNITY) OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL ANY MEMBER OF THE STAN TEAM HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES OR GOODWILL, FAILURE TO REALIZE EXPECTED SAVINGS, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, COVER, BUSINESS INTERRUPTION OR DOWNTIME COSTS, THIRD-PARTY DAMAGES, LOSS OF DATA, OR PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, WHETHER AN ACTION IS IN CONTRACT (INCLUDING UNDER AN INDEMNITY) OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM, TERMINATION AND SUSPENSION

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions under this Agreement have expired or have been terminated.

11.2 Term of Subscriptions. The term of each subscription will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term.

11.3 Termination for Breach. Either party may terminate this Agreement for cause on 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. If this Agreement is so terminated by Property Operator, then STAN will refund Property Operator any prepaid fees covering the remainder of the subscription terms of the terminated subscriptions. In no event will termination relieve Property Operator of its obligation to pay any fees for the period prior to the effective date of termination. If this Agreement is so terminated by STAN, then Property Operator will pay to STAN an amount equal to the aggregate of all fees payable for the Services for the remainder of the subscription terms applicable to the Services.

11.4 Termination for Convenience. STAN may terminate this Agreement by providing Property Operator thirty (30) days written notice. If this Agreement is so terminated by STAN in accordance with this section, then Property Operator will pay to STAN an amount equal to the aggregate of all fees payable for the Services for the remainder of the subscription terms applicable to the Services.

11.5 Surviving Provisions. Any provision of the Agreement that contemplates performance or observance subsequent to termination of the Agreement will survive termination of the Agreement and continue in full force and effect, including those relating to confidentiality, security, proprietary rights, warranties, disclaimers, indemnification, limitation of liability and non-solicitation.

11.6 Suspension. STAN may suspend use of some or all of the Services if STAN believes the suspension is reasonably needed to prevent unauthorized access to the STAN Platform, or for other security reasons, or to otherwise protect STAN’s systems or other customers. In such circumstances, STAN will give as much notice as reasonably possible before STAN suspends, except where STAN reasonably believes that STAN needs to suspend immediately. STAN may also suspend use of some or all of the Services on 30 days written notice to Property Operator if (a) Property Operator does not pay any undisputed amounts that are due under this Agreement within 30 days of their due date, or (b) Property Operator, a Property Operator Affiliate or an Admin User is in material breach of this

Agreement, and if either such breach remains uncured at the expiration of such 30 day notice period. A suspension will remain in effect only for so long as the condition or need exists.

12. GENERAL PROVISIONS

12.1 Export Compliance. The STAN Platform, the Services, other STAN technology, and derivatives of them may be subject to export laws and regulations of Canada, the United States, and other jurisdictions. STAN and Property Operator each represents that it is not named on any Canadian or U.S. government denied-party list. Property Operator will not permit any Affiliate or Admin User to access or use any Service in a country named on Canada's Area Control List under Canada's Export and Import Permits Act, in a U.S.-embargoed country or region or provide the Services to an Affiliate that is, or appoint as an Admin User any person or entity that is, prohibited from receiving U.S. exports, or otherwise use the Services in violation of any Canadian or U.S. export law or regulation.

12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

12.3 Employee Non-Solicitation. During the term of this Agreement and for one year after the expiry of the term, Property Operator will not, either on its own account or for any other person, endeavour to employ or contract with any employee of STAN, its Affiliates, or its or their contractors, with whom Property Operator has dealt in relation to this Agreement. This restriction will not prevent Property Operator from making general advertisements or other solicitations to the public or from hiring any employee of STAN, its Affiliates, or its or their contractors who responds to such an advertisement or who otherwise initiates discussions with Property Operator. In the event of a breach of this provision, Property Operator will pay to STAN an amount equal to six months’ salary of the applicable employee, as liquidated damages and not as a penalty.

12.4 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between STAN and Property Operator regarding the Services, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Property Operator purchase order or in any other Property Operator order documentation (excluding Order Forms and Statements of Work) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be (a) the applicable Order Form, (b) the applicable Statement of Work, (c) any schedule, exhibit or addendum to this Agreement, (d) the body of this Agreement, and (e) the Documentation.

12.5 Force Majeure Events. Neither party will be liable for damages caused by delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event. This provision will not excuse a failure to make any payment when due.

12.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.7 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

12.8 Publicity. Each party will obtain the other party’s prior written consent before making any public communication related to this Agreement or the Services. Notwithstanding the above: (a) STAN may issue a press release announcing the relationship between Property Operator and STAN, provided that Property Operator will have the right to review and approve the press release prior to distribution, (b) STAN may publicize the launch of the Services for each Property (in coordination with Property Operator), (c) STAN may list Property Operator as a customer of STAN on the STAN website and on other STAN sales and promotional materials, and (d) for each of these purposes, STAN may make reasonable use of Property Operator’s logos and trademarks. Any STAN use of Property Operator’s logos

and trademarks will be subject to any applicable trademark use guidelines provided by Property Operator to STAN from time to time.

12.9 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must 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 party giving Notice from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email (in each case, with confirmation of transmission) if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the third business day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

12.10 Waivers. A waiver of any term or breach of this Agreement is effective only if it is in writing and signed by or on behalf of the waiving party. No omission, delay or failure to exercise any right or power, or any waiver by either party of any breach or default, whether express or implied, or any failure to insist on strict compliance with any provision of this Agreement, will constitute a waiver of any other provision. Any waiver of any provision of this Agreement will not constitute a continuing waiver unless otherwise expressly provided.

12.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Applicable Laws, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.12 Assignment. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without STAN’s prior written consent (not to be unreasonably withheld). Notwithstanding this restriction, You may assign this Agreement in its entirety (including all Order Forms and Statements of Work) without the consent of STAN but with reasonable notice in the event of a merge, sale or acquisition of all or substantially all of your assets or shares. You will obtain from the permitted assignee and deliver to STAN an undertaking in writing in favour of STAN (in form and content acceptable to STAN, acting reasonably) to be bound by and to perform all of your obligations under this Agreement. You and the permitted assignee will be jointly and severally liable to STAN for all of the assigning party’s obligations under this Agreement. Any assignment in contravention of the above will be null and void.

12.13 Interpretation. The parties agree that this Agreement was drafted with the participation of both parties and will not be construed either against or in favour of either party. All amounts specified in this Agreement or an Order Form or a Statement of Work are in US dollars, unless otherwise specified. The term “including” and similar terms will mean “including without limitation”. Except where otherwise expressly provided in this Agreement, remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. The parties agree that this Agreement and all dealings in connection with this Agreement will be in English, and all Services will be provided in English, unless otherwise agreed by the parties.

12.14 Dispute Resolution.

(a) If any dispute or disagreement of any kind arises at any time with respect to this Agreement, its interpretation or application, its performance by the parties, or in respect of any defined legal relationship associated with or derived from this Agreement or its performance (a “Dispute”), the parties agree that good faith negotiations shall take place between the parties with the objective of resolving the Dispute. If such good faith negotiations have not resolved the Dispute within a period of 14 days, the dispute or disagreement shall be referred to the Chief Executive Officers of the parties or their designates who will attempt in good faith to resolve such dispute or disagreement.

(b) If within the next following period of 14 days, the Dispute has not been resolved to the satisfaction of the parties, the Dispute shall be referred to binding arbitration pursuant to the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable. Within ten days of the giving of such notice of arbitration, the parties will jointly select a single arbitrator who will be independent of the parties and acceptable to the parties. If a single arbitrator has not been selected during such ten day period, then, unless the parties agree otherwise, the Dispute will be resolved by a single arbitrator appointed pursuant to the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable, on application by either party.

The fees and expenses of the arbitrator will be borne equally between the parties. The arbitrator may order interest on any award and the arbitrator may award costs to either party. In the absence of any such award of costs, each of the parties will bear its own costs of the arbitration. The arbitration will take place in Toronto, Ontario, unless the parties agree otherwise.

(c) The parties agree that negotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final and binding, except that (i) either party may appeal an arbitration award to the courts of Ontario on a question of law, and (ii) either party may apply to the courts of Ontario for an interim measure of protection or for any order for equitable relief which the arbitrator does not have the jurisdiction to provide.

(d) Subject to any express rights of suspension provided in this Agreement, the parties will continue to perform their obligations under this Agreement pending resolution of any Dispute.

12.15 Governing Law and Venue. This Agreement, and any disputes arising out of or related to this Agreement, will be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Subject to “Dispute Resolution”, the provincial and federal courts located in Toronto, Ontario will have exclusive jurisdiction over any disputes arising out of or related to this Agreement, and each party consents to the exclusive jurisdiction of those courts.

12.16 Amendments. The “Last Updated” date above indicates when this Agreement was last amended. STAN may unilaterally amend all or any part of this Agreement at any time by updating this Agreement at www.stan.ai/master-subscription. (https://www.stan.ai/master-subscription) STAN will provide Property Operator with notice of the proposed amendments by posting an amended version of this Agreement with a new version date. We will include a link to the previous version of this Agreement beneath the new version date. The amendments will take effect thirty (30) days after the date on which the amended version is posted. Prior to that date, the previous version of the Agreement will continue to apply. If Property Operator disagrees with any amendments, Property Operator may refuse the amendments and cease using the Services within the 30-day notice period. There will be no cost or penalty for doing so. If Property Operator continue to access or use the Services after the 30-day period, Property Operator thereby agree to the amended Agreement. Property Operator agrees to review this Agreement regularly to determine its rights and responsibilities.

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