This Master Services Agreement (together with the Order Form(s) and other attachments, this “Agreement”) is between Monument Software, Inc., a Delaware corporation (“Monument”) and Customer, as defined in the Order Form. The parties agree as follows:

1. Definitions.

“ACH” stands for Automated Clearing House, a network that allows electronic payments.

“ACH Authorization” means a written authorization, in a form reasonably acceptable to Monument, executed by Customer that (i) identifies a bank account designated by Customer (the “Designated Account”), (ii) authorizes Monument to initiate ACH debit entries against the Designated Account for all amounts owed by Customer under this Agreement, including Implementation Fees, Licensing Fees, Payment Processing Fees, the Early Termination Buyout, the Pre-Go-Live Cancellation Fee (if applicable), any Buyout Discount Recapture Amount (if applicable), and any other amounts payable by Customer hereunder, and (iii) remains in full force and effect throughout the Term. Customer shall maintain the Designated Account in good standing with sufficient funds to satisfy all such ACH debits and shall promptly update the ACH Authorization upon any change to the Designated Account or its account information.

“Add-On” means an additional feature, module, product, or service not included in the Software License Tier currently selected in the Order Form that Customer elects to enable, in exchange for payment of the applicable Add-On Fee. An Add-On applies only if expressly elected in the applicable Order Form (whether in the Add-On Schedule or otherwise) or added during the Term in accordance with Section 3.R (Add-Ons). If an Order Form does not expressly elect any Add-On, no Add-On Fee shall apply and the Unit Price shall equal the Software License Tier Unit Price.

“Add-On Fee” means, with respect to each Add-On elected by Customer, the incremental monthly amount per Unit that is added to the Software License Tier Unit Price in consideration of such Add-On, as set forth opposite such Add-On in the Add-On Schedule of the applicable Order Form (or in a change order or amendment adding such Add-On during the Term). Each Add-On Fee is a per-Unit, per-month amount and forms part of the Unit Price as provided in the definition of “Unit Price” and in Section 3.R (Add-Ons). Add-On Fees are subject to the Annual Adjustment Percentage in the same manner as the Software License Tier Unit Price, as set forth in Section 3.E (Unit Price Annual Adjustments).

“Add-On Schedule” means the schedule set forth in the applicable Order Form that lists each elected Add-On, a brief description of its capabilities, and the corresponding Add-On Fee. The Add-On Schedule applies only if expressly included in the applicable Order Form. The presence of an Add-On in the Add-On Schedule constitutes Customer’s election of that Add-On and its corresponding Add-On Fee.

“AI Agent” means any artificial-intelligence or machine-learning system, model, application, or other autonomous or semi-autonomous software that accesses the MCP Server or the API, or that initiates requests, Tool Calls, or actions, on Customer’s behalf, whether or not supervised by a natural person in real time.

“AI Provider” means any third party that provides a large language model, foundation model, agentic framework, or other artificial-intelligence service that Customer uses, directly or indirectly, to operate an AI Agent. AI Providers are Third-Party Services for purposes of this Agreement.

“All Customer Facilities” means all Facilities owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate.

“Annual Adjustment Percentage” means the greater of (i) 4.00% and (ii) the percentage change in the Consumer Price Index during the 12-month period ending November 30 of the immediately preceding calendar year.

“API” means Monument’s application programming interface, which is a documented set of rules, protocols, and services exposed by Monument that enables other applications to request data, invoke functions, or trigger actions in a standardized manner, subject to Monument’s terms of use, security, and compliance requirements. The API is further described in Section 8 (API Access).

“API Key” means a unique identifier generated by Monument to authenticate and authorize access to the API, and to track usage, enforce rate limits, and control access rights to the API. API Keys are issued pursuant to executed API Key Order Forms as described in Section 8 (API Access).

“API Parameters” has the meaning given in the API Services Agreement incorporated under Section 8.B (API Tiers).

“API Tier” means a tier of access to the API, as described in Section 8 (API Access), including the Standard API Tier and the Growth API Tier defined in the API Services Agreement incorporated under Section 8.B (API Tiers) and any higher API Tier made available to an eligible Customer under a separate Customer API Agreement.

“Applicable Law” means all international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements applicable to the Services, Implementation Services, or either party’s performance under this Agreement.

“Average Minimum Pricing” means, with respect to any calendar month during the Term, the per-Unit floor below which the Weighted Average Effective Unit Price for such month may not fall, as more fully described in any Order Form that elects Average Unit Pricing. The Average Minimum Pricing for any month equals the then-current Unit Price under the applicable Order Form after giving effect to (a) any Annual Adjustment Percentage increases that have taken effect on or before the first day of such month, and (b) any additional discounts then in effect under the Order Form (such that, during any discount period, the Average Minimum Pricing equals the discounted Effective Unit Price (per month) shown in the Additional Discounts schedule for such period). For purposes of determining whether the Weighted Average Effective Unit Price meets or exceeds the Average Minimum Pricing for any month, and for purposes of calculating the Minimum Aggregate Licensing Fee, the Maximum Billable Units Per Facility cap (if any) set forth in the applicable Order Form shall be applied first, so that only Units within the cap are counted in the numerator and denominator of the Weighted Average Effective Unit Price calculation and in the Effective Unit Count used to compute the Minimum Aggregate Licensing Fee.

“Average Unit Pricing” means the optional pricing mechanic, electable in an Order Form, that permits Customer to set its own Effective Unit Price on a per-Facility basis (with a single uniform Effective Unit Price applied to all Units within a given Facility), subject to the requirement that the Weighted Average Effective Unit Price for each month is equal to or greater than the Average Minimum Pricing. Average Unit Pricing does not permit Customer to set different Effective Unit Prices for individual Units within a single Facility; all Units within a given Facility shall be priced at the same Effective Unit Price for any given month. Average Unit Pricing applies only if expressly elected in the applicable Order Form. If an Order Form does not elect Average Unit Pricing, the Effective Unit Price for every Unit within the Facility Scope shall equal the then-current Unit Price under the Order Form (after giving effect to any applicable additional discounts and Additional Considerations), and Customer shall have no right to set per-Facility pricing.

“Baseline Unit Count” means, for each calendar month during the Term, the total number of Units within the Facility Scope as of the relevant determination date (which, for monthly invoicing, is the date the monthly invoice for such month is issued, and, for any other purpose under this Agreement (including calculation of the Early Termination Buyout), is the date of the event giving rise to the calculation), subject to the Maximum Billable Units Per Facility cap (if any) set forth in the applicable Order Form. For periods prior to Go-Live, the Baseline Unit Count shall equal the total number of Units that would be within the Facility Scope as of the relevant determination date, determined (a) for Full Facility Scope, by reference to all Facilities then owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate, and (b) for Partial Facility Scope, by reference to the Facilities listed in the Order Form. The estimated Unit count set forth in the Order Form shall be presumed to be the Baseline Unit Count pre-Go-Live unless Customer provides Monument with written, verifiable Unit-level data establishing a different figure. For an Order Form with Full Facility Scope, the Baseline Unit Count is the total number of Units across the Full Facility Scope (including all Units at New Facilities and at Facilities of any Customer Affiliate). For an Order Form with Partial Facility Scope, the Baseline Unit Count is the total number of Units across the Partial Facility Scope. Units shall be counted whether or not the Unit is then-currently leased, vacant, online, offline, available, or unavailable. If the applicable Order Form sets a Maximum Billable Units Per Facility, then the number of Units counted in respect of any single Facility for purposes of the Baseline Unit Count shall not exceed the Maximum Billable Units Per Facility, regardless of the actual number of Units physically or virtually defined in the Platform at such Facility.

“Branded Website” means a Rental Website branded with Customer Marks and powered and hosted by Monument.

“Buyout Discount” means an optional, one-time, dollar-denominated credit that Monument may extend to Customer, in the amount expressly set forth in the applicable Order Form, to be applied solely as a credit against amounts otherwise payable by Customer to Monument in accordance with Section 3.S (Buyout Discount). The Buyout Discount applies only if expressly elected in, and a corresponding dollar amount is expressly set forth in, the applicable Order Form. If an Order Form does not expressly elect a Buyout Discount and specify a corresponding dollar amount, no Buyout Discount shall apply. The Buyout Discount is a credit only; it is not a cash payment, rebate, or refund, is not redeemable for cash, and shall never be paid to Customer in cash or otherwise. Except as expressly provided in Section 3.S (Buyout Discount), the Buyout Discount does not reduce, offset, or otherwise modify the Unit Price, the Software License Tier Unit Price, the Effective Unit Price, the Effective Unit Count, the Baseline Unit Count, or any amount used to calculate the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment), and the Buyout Discount is not an “Additional Discount” for purposes of Section 3.E (Unit Price Annual Adjustments).

“Buyout Discount Recapture Amount” means the entire Buyout Discount set forth in the applicable Order Form (the full dollar amount of the Buyout Discount, without regard to how much of the Buyout Discount has or has not been applied as a credit as of the relevant date), which becomes due and payable by Customer upon a termination to which Section 3.S(7) (Buyout Discount) applies.

“Casualty/Condemnation Event” means a total casualty loss or condemnation of a Facility that renders such Facility permanently inoperable for self-storage operations, provided that Customer delivers to Monument written evidence reasonably supporting such casualty or condemnation (including an insurance claim, governmental condemnation notice, or structural report) within thirty (30) days of such event, as further described in Section 9.I (Casualty or Condemnation of a Facility).

“Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Monument’s Confidential Information includes non-public information regarding features, functionality, and performance of the Platform, Implementation Services, Documentation, and Usage Data. Customer’s Confidential Information includes the Customer Data.

“Contracted Feature” means any feature, Add-On, module, or service expressly listed in the applicable executed Order Form as included for Customer (whether as part of Customer’s elected Software License Tier, as an elected Add-On, or as an Additional Software Feature), and the API Tier included for Customer as provided in Section 8 (API Access), as further described in Section 2.O (Continued Availability of Contracted Features).

“Cost-Plus All-In Baseline” means, for each transaction processed under the Cost-Plus Payment Pricing Model, the sum of (a) the Processing Cost actually charged to Monument by the Partner Provider for such transaction, plus (b) the markup, per-transaction fees, and other amounts payable to Monument with respect to such transaction as set forth in the Cost-Plus Pricing Schedule of the applicable Order Form. The Cost-Plus All-In Baseline is the operative “Standard” rate for all fee-by-fee comparison, snap-back, and Variable Payment Processing Remittance calculations under this Agreement whenever the Cost-Plus Payment Pricing Model is in effect.

“Cost-Plus Payment Pricing Model” means the Payment Pricing Model under which Customer is charged, for each card transaction, the Processing Cost actually charged to Monument by the Partner Provider plus the markup and per-transaction amounts set forth in the Cost-Plus Pricing Schedule of the applicable Order Form, together with flat fees for ACH and other non-card services as set forth in such Schedule.

“Cost-Plus Pricing Schedule” means the schedule of markup, per-transaction fees, and other amounts payable by Customer to Monument under the Cost-Plus Payment Pricing Model, as set forth in the applicable Order Form.

“Customer Data” means all non-public data uploaded by or on behalf of Customer to the Platform, Branded Website, or Hybrid Website, created by Customer or a user authorized by Customer to use the Platform, Branded Website, or Hybrid Website, or made available to Monument by Customer in the course of the Services. “Customer Data” does not include Usage Data.

“Customer Indemnifiable Claim” has the meaning given in Section 11.B (By Customer).

“Customer Affiliate” means, with respect to Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means (a) the ownership of, or the power to vote, more than fifty percent (50%) of the voting securities or comparable equity interests of an entity, (b) the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities, by contract, or otherwise, or (c) the power to appoint a majority of the directors, managers, or comparable governing body of such entity. For the avoidance of doubt, Customer Affiliates include any holding company, parent, subsidiary, sister entity, or single-purpose entity owning or operating Facilities under common control with Customer. This definition is operative only with respect to Order Forms designated as Full Facility Scope.

“Customer Marks” means Customer’s name, logo, trademarks, service marks, trade dress, and other indicia of origin.

“Customer-Set Payment Processing Fees” means the rates and fees for Payment Processing Services that Customer elects, on a per-Facility basis, to charge end-payors (including Tenants) in excess of the Standard Payment Processing Fees, as set forth in the Variable Payment Processing Fees Schedule of the applicable Order Form. Customer-Set Payment Processing Fees may only be elected if Variable Payment Processing Fees is expressly elected in the applicable Order Form. Customer-Set Payment Processing Fees must equal or exceed the corresponding Standard Payment Processing Fees on a fee-by-fee basis, where “Standard Payment Processing Fees” has the model-dependent meaning set forth in this Section 1 (such that, where the Cost-Plus Payment Pricing Model is in effect, the comparison is made against the Cost-Plus All-In Baseline). Any entry below the corresponding Standard Payment Processing Fees on a fee-by-fee basis shall be disregarded and the Standard Payment Processing Fees shall apply to the affected transaction.

“Data Extraction Fee” means the fee of $3,000 that Monument may invoice and collect from Customer, upon Customer’s written request delivered during the Data Retention Period, in consideration of providing Customer with a full export of all Customer Data, as further described in Section 9.F (Handling of Your Data in the Event of Termination).

“Data Retention Period” means the period of not less than sixty (60) days following the effective date of termination of an Order Form during which Monument continues to make Customer Data available for Customer’s retrieval, as further described in Section 9.F (Handling of Your Data in the Event of Termination).

“Documentation” means Monument-provided user documentation relating to the Platform (e.g., user manuals and online help files).

“Early Termination Buyout” means the one-time lump-sum payment payable by Customer upon a termination of an Order Form for convenience, calculated as set forth in Section 9.C (Early Termination by Customer for Convenience; Buyout Payment).

“Effective Unit Count” means, for each calendar month during the Term, the sum of all Units located at Live Facilities as of the date the monthly invoice for such month is issued, subject to the Maximum Billable Units Per Facility cap (if any) set forth in the applicable Order Form, and subject to the following: (a) Once a Facility has become a Live Facility, Customer shall not, and shall cause each Customer Affiliate not to, deactivate, disable, remove, suspend, or otherwise cause such Facility (or any Unit at such Facility) to cease being a Live Facility on the Platform during the Term, except (i) in the case of a complete and bona fide financial divestiture of such Facility by Customer and all Customer Affiliates (including, without limitation, sale, transfer, or other disposition of all of Customer’s and each Customer Affiliate’s ownership, leasehold, operating, management, and control interests in such Facility to an unaffiliated third party), which, for Order Forms with Full Facility Scope, shall be effected in accordance with Section 9.H (Divestiture of Live Facilities), or (ii) in the case of a Casualty/Condemnation Event with respect to such Facility in accordance with Section 9.I (Casualty or Condemnation of a Facility). For the avoidance of doubt, vacating, closing, idling, taking offline, marking Units as unavailable, or otherwise discontinuing operations at a Live Facility without a complete financial divestiture or a Casualty/Condemnation Event shall not remove such Facility from the count of Live Facilities for purposes of calculating the Effective Unit Count, and Units at such Facility shall continue to be included in the Effective Unit Count throughout the remainder of the Term. (b) Once a Facility has become a Live Facility, Customer shall not, and shall cause each Customer Affiliate not to, use any facility management or transaction processing software or service that competes with, or provides substantially the same functionality as, the Platform (a “Competing Service”) with respect to such Facility at any time during the Term. The foregoing restriction applies regardless of the Facility Scope designation of the applicable Order Form and shall survive any attempted deactivation of such Facility from the Platform in violation of clause (a) above. Any use of a Competing Service with respect to a Live Facility shall constitute a material breach of this Agreement. Customer’s obligations under clauses (a) and (b) are absolute and unconditional throughout the Term and are not subject to setoff, reduction, or excuse based on Customer’s actual use, operational decisions, or business preferences regarding any Live Facility. The covenants in clauses (a) and (b) are in addition to, and do not limit, any other obligations of Customer under this Agreement, including the Mandatory Onboarding of New Facilities provisions of Section 2.C (Mandatory Onboarding of New Facilities) (with respect to Order Forms designated as Full Facility Scope) and the Customer’s Binding Commitment provisions of the applicable Order Form.

“Effective Unit Price” means, with respect to each Unit, the per-Unit price actually used to calculate the monthly Licensing Fee invoiced to Customer for such Unit. The Effective Unit Price for each Unit shall be determined as follows: (a) if the applicable Order Form does not expressly elect Average Unit Pricing, the Effective Unit Price for every Unit within the Facility Scope shall equal the then-current Unit Price under the Order Form (after giving effect to any Annual Adjustment Percentage increases and any applicable additional discounts set forth in the Order Form), and Customer shall have no right to set per-Facility pricing; or (b) if the applicable Order Form expressly elects Average Unit Pricing, the Effective Unit Price shall be set by Customer on a per-Facility basis (with a single uniform Effective Unit Price applied to all Units within a given Facility), subject to the Average Minimum Pricing requirement; Customer may not set different Effective Unit Prices for individual Units within a single Facility. In all cases, the Effective Unit Price is further subject to any Maximum Billable Units Per Facility cap and any Minimum Monthly Fee floor set forth in the applicable Order Form.

“End Users” means end users seeking to search for and rent Units through a Branded Website or a Hybrid Website, together with any other end user of a Branded Website or a Hybrid Website.

“Implementation Fee” means all fees resulting from Implementation Services, as defined in the Order Form.

“Implementation Services” means any implementation, custom configuration, training, or consulting services relating to the Services as specified in an Order Form.

“Implementation-Related IP” means any technology, and all Intellectual Property Rights therein, that Monument develops in the course of providing Implementation Services, as further described in Section 5.C (Implementation-Related IP).

“Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.

“Late Payment” means a failure to collect full payment via ACH on the first business day of a calendar month for the amount due on the monthly invoice (whether for Licensing Fees or Implementation Fees), as further described in Section 3.I (Invoices and Invoice Payments).

“Facility” (plural “Facilities”) means a Customer’s distinct self-storage facility at a single geographic location which contains individual Units for which the Services relate. The term “Facility” includes any self-storage facility owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate, whether existing as of the Order Form Effective Date or acquired, leased, opened, developed, taken over, or otherwise brought under Customer’s or any Customer Affiliate’s control at any time during the Term.

“Facility Scope” means the scope of Facilities to which an Order Form applies, as defined in such Order Form. The Facility Scope of an Order Form shall be either (i) the Full Facility Scope or (ii) a Partial Facility Scope. If an Order Form does not clearly designate the Facility Scope as either Full Facility Scope or Partial Facility Scope, the Facility Scope of such Order Form shall be deemed to be the Full Facility Scope by default.

“Feedback” means any feedback, comments, or suggestions Customer gives Monument concerning the Services or Implementation Services, as further described in Section 5.D (Feedback).

“Force Majeure Event” means any cause or condition beyond Monument’s reasonable control that delays or prevents Monument’s performance under this Agreement, as further described in Section 17.M (Force Majeure).

“Full Facility Scope” means every Facility owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate at any time during the Term, including all New Facilities, and including every Unit located at, associated with, or operated as part of any such Facility. The Full Facility Scope automatically expands to include any New Facility upon the earliest of acquisition, lease commencement, opening, taking-over of management, or commencement of operations of such New Facility, without the need for any amendment, change order, or additional signature.

“Go-Live Buyout Amount” means the product of the Baseline Unit Count, the Unit Price, and the full number of months of the Contract Term, as further described in Section 9.C (Early Termination by Customer for Convenience; Buyout Payment).

“Partial Facility Scope” means only those Facilities expressly listed by name and address in the applicable Order Form. If two or more Order Forms with Partial Facility Scope are executed and in effect at the same time, the Partial Facility Scope is the aggregate sum of all Facilities specifically listed across all such Order Forms. New Facilities are not included within any Partial Facility Scope unless and until added to an Order Form by a written amendment or change order signed by both parties.

"Go-Live Date" means the date on which Customer first commences transaction processing on the Platform in at least one Facility in the Facility Scope.

“Hybrid Website” means a Customer-hosted website that is embedded with Monument code.

“Licensing Fee” means the monthly cost to Customer to license the Software License Tier, Add-Ons, and obtain Services.

“Live Facility” means any Facility at which (a) Customer (or any Customer Affiliate) has commenced transaction processing on the Platform for at least one Unit, and (b) such transaction processing has not ceased as a result of (i) a complete and bona fide financial divestiture of such Facility by Customer and all Customer Affiliates to an unaffiliated third party or (ii) a Casualty/Condemnation Event. Once a Facility becomes a Live Facility, it remains a Live Facility for the remainder of the Term notwithstanding any subsequent suspension, deactivation, removal, vacancy, closure, idling, taking offline, marking of Units as unavailable, or other discontinuation of operations, unless and until a complete and bona fide financial divestiture (as described in clause (b)(i)) or a Casualty/Condemnation Event (as described in clause (b)(ii)) has occurred. “Live Facilities” means, collectively, all Facilities that are Live Facilities as of the applicable determination date.

“Maximum Billable Units Per Facility” means the per-Facility cap on the number of Units that may be counted toward the Baseline Unit Count and the Licensing Fee Calculation, as elected by Customer in an Order Form. If an Order Form expressly elects a Maximum Billable Units Per Facility and specifies a numeric value, then for purposes of the Baseline Unit Count and the Licensing Fee Calculation, the number of Units counted in respect of any single Facility shall not exceed such numeric value, regardless of the actual number of Units physically or virtually defined in the Platform at such Facility. Units in excess of the Maximum Billable Units Per Facility shall continue to be supported and managed by the Platform in all other respects but shall not contribute to the Baseline Unit Count or the Licensing Fee. If an Order Form does not expressly elect a Maximum Billable Units Per Facility, no such cap shall apply and all Units at each Facility shall count toward the Baseline Unit Count.

“MCP Server” means Monument’s Model Context Protocol server and related endpoints that expose the API (or a subset of it) for access by AI Agents and other software using the Model Context Protocol. The MCP Server is a component of, and a means of accessing, the API, and all provisions of this Agreement applicable to the API apply to the MCP Server except as expressly supplemented in Section 8 (API Access).

“Minimum Aggregate Licensing Fee” means, for any month in which Average Unit Pricing is elected, the product of (x) the Average Minimum Pricing for such month and (y) the total number of billable Units in the Facility Scope for such month (after giving effect to any Maximum Billable Units Per Facility cap), as further described in Section 3.D (Licensing Fee Calculation).

“Minimum Monthly Fee” means the minimum monthly Licensing Fee floor, as elected by Customer in an Order Form. If an Order Form expressly elects a Minimum Monthly Fee and specifies a numeric value, then notwithstanding the Baseline Unit Count, the Unit Price, any discounts, or any other provision of the Order Form or this Agreement to the contrary, the total monthly Licensing Fee invoiced to Customer shall not be less than such Minimum Monthly Fee for any month during the Term. If the Licensing Fee otherwise calculated for a given month would be less than the Minimum Monthly Fee, the Licensing Fee for that month shall be the Minimum Monthly Fee. If an Order Form does not expressly elect a Minimum Monthly Fee, no such floor shall apply.

“Monument Indemnifiable Claim” has the meaning given in Section 11.A (By Monument).

“Monument Indemnified Parties” means Monument and its officers, directors, employees, agents, service providers, licensors, and affiliates.

“Monument IP” means the Platform, any elements of the Rental Website provided by Monument, Implementation Services, Documentation, and Usage Data, including all Intellectual Property Rights therein, as further described in Section 5.B (Monument IP).

“New Facility” means any Facility that is acquired, leased, opened, developed, taken over, or otherwise brought under the ownership, lease, operation, management, or control of Customer or any Customer Affiliate after the Order Form Effective Date of an Order Form with Full Facility Scope. This term is operative only with respect to Order Forms designated as Full Facility Scope.

“Order Form” means an ordering document or online order specifying the Services to be provided under this Agreement that is entered into between Customer and Monument, including any addenda and supplements thereto.

“Order Form Effective Date” means the date an Order Form goes into effect. Monument will not commence any work on behalf of Customer prior to the Order Effective Date. Unless the applicable Order Form expressly provides otherwise, the Order Form Effective Date is the later of the two signature dates set forth in the Order Form.

“Partner Provider” means a fully independent company that provides Third-Party Services.

“Payment Pricing Model” means the pricing structure elected by Customer in the applicable Order Form for charges related to Payment Processing Services, which shall be either (i) the Standard Payment Pricing Model or (ii) the Cost-Plus Payment Pricing Model. If an Order Form does not clearly elect a Payment Pricing Model, the Payment Pricing Model shall be deemed to be the Standard Payment Pricing Model by default.

“Payment Processing Fees” means all fees for the Payment Processing Service.

“Payment Processing Service” means the optional functionality through which Customer can accept and process payments from Tenants. Payment Processing Service on Monument is a Third-Party Service (as defined below) and is fulfilled by our Partner Provider, Payrix, and is subject to Payrix’s Terms And Conditions (https://portal.payrix.com/terms) (the “Payrix Terms”)**.** By agreeing to these terms and/or continuing to use the Services, you agree to be bound by the Payrix Terms, and the same may be modified by Payrix from time to time. As a condition of Monument enabling payment processing services through Payrix, you agree to provide Monument accurate and complete information about you and your business, and you authorize Monument to share such information and transaction information related to your use of the payment processing services provided by Payrix.

“Platform” means Monument’s software-as-a-service application, which provides a facility management software with CRM, lead tracking, tenant billing, facility reporting, and various other functions.

“Pre-Go-Live Cancellation Fee” means the fee payable by Customer in the circumstances, and calculated as, set forth in Section 9.G (Pre-Go-Live Cancellation Floor).

“Processing Cost” means the third-party costs actually charged to Monument by the Partner Provider in connection with processing Customer’s credit and debit card payments, consisting of (i) interchange fees set by the card-issuing banks, (ii) assessments and network fees set by the card networks (including Visa, MasterCard, Discover, and American Express), and (iii) processor fees charged by the Partner Provider to Monument under Monument’s agreement with the Partner Provider. Processing Cost does not include any markup, margin, or fee retained by Monument. Each component of Processing Cost is set by a third party (the card-issuing banks, the card networks, or the Partner Provider, as applicable) and is subject to change outside of Monument’s control as further described in Section 3.O (Rate Changes; Notice).

“Qualifying Divestiture” means the complete and bona fide financial divestiture of a Facility by Customer and all Customer Affiliates (including, without limitation, the sale, transfer, or other disposition of all of Customer’s and each Customer Affiliate’s ownership, leasehold, operating, management, and control interests in such Facility) to an unaffiliated third party, as further described in Section 9.H (Divestiture of Live Facilities).

“Rental Website” means Customer’s consumer-facing website into which the Platform is integrated.

“Service Fees” means all fees described in the applicable Order Forms, including the Licensing Fee and the Payment Processing Fees.

“Services” means Monument’s provision of the Platform and, if applicable, the Hybrid Website and/or Branded Website, including any related software and services, in each case, as may be described in the applicable Order Forms.

“Services Start Date” means the Order Form Effective Date unless the Order Form specifies a different Services Start Date. The Service Start Date is typically the date the Customer will start using Platform to conduct business.

“Software License Tier” is a Monument-defined subset of software features and functions in the Platform, as specified in an Order Form.  Monument reserves the right to change the features available in each Software License Tier at its own discretion, subject to Section 2.O (Continued Availability of Contracted Features).

“Software License Tier Unit Price” means the monthly price per Unit for the Software License Tier selected in the applicable Order Form, exclusive of any Add-On Fees, as set forth in the Order Form and as adjusted from time to time by the Annual Adjustment Percentage in accordance with Section 3.E (Unit Price Annual Adjustments).

“Standard Payment Pricing Model” means the Payment Pricing Model under which Customer is charged the per-transaction fees, discount rates, and other amounts set forth in the Standard Pricing Schedule of the applicable Order Form.

“Standard Payment Processing Fees” means, for each transaction, the standard rates and fees payable to Monument for Payment Processing Services determined as follows: (a) if the applicable Order Form elects (or is deemed to elect) the Standard Payment Pricing Model, the rates and fees set forth in the Standard Pricing Schedule of such Order Form applicable to such transaction; or (b) if the applicable Order Form elects the Cost-Plus Payment Pricing Model, the Cost-Plus All-In Baseline applicable to such transaction. The Standard Payment Processing Fees apply to all transactions processed for Customer unless and to the extent the Order Form expressly elects Variable Payment Processing Fees and specifies Customer-Set Payment Processing Fees for a particular Facility.

“Standard Pricing Schedule” means the schedule of per-transaction fees, discount rates, and other amounts payable by Customer to Monument under the Standard Payment Pricing Model, as set forth in the applicable Order Form.

“Support Services” means the technical support Monument provides to Customer during normal business hours (excluding U.S. federal holidays), or as otherwise described in the applicable Order Form and Documentation, as further described in Section 2.I (Support Services).

“Tenant” means a client of Customer who rents a Unit.

“Tenant Prospect” means a potential client of Customer who may have an interest in renting a Unit.

“Term” means the term of this Agreement, as further described in Section 9.A (Term).

“Third-Party Services” means third-party products or services, including plugins, mobile applications, integrations, and related services, that Monument and third parties may make available through the Services or that Customer may elect to purchase or use, as further described in Section 7 (Third-Party Services).

“Tool Call” means a request by an AI Agent, made through the MCP Server, to invoke a function, retrieve data, or perform an action exposed by the MCP Server.

“Unit” means each individual self-storage space intended for lease that is defined in Platform, whether physical or virtual.

“Unit Price” means the monthly price per Unit for Customer to license Platform and obtain Services, equal to the sum of (a) the Software License Tier Unit Price plus (b) the aggregate of all Add-On Fees for the Add-Ons then elected by Customer under the applicable Order Form. If no Add-On is elected, the Unit Price equals the Software License Tier Unit Price. Wherever this Agreement refers to the “Unit Price” (including in the Licensing Fee Calculation under Section 3.D (Licensing Fee Calculation), the Effective Unit Price, the Average Minimum Pricing, the Annual Adjustment under Section 3.E (Unit Price Annual Adjustments), and the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment)), such reference is to the Unit Price as so determined, inclusive of all then-elected Add-On Fees, except where this Agreement expressly refers to the “Software License Tier Unit Price.”

“Usage Data” means data relating to use of the Platform, the Hybrid Website, the Branded Website, or Implementation Services, or any End User’s use of any of the foregoing, that is aggregated and/or deidentified.

“User Feedback” means any feedback, comments, or suggestions concerning the Branded Website, Hybrid Website, or Platform that Customer receives from an End User.

“Variable Payment Processing Fees” means the optional Payment Processing Services pricing mechanic, electable in an Order Form on a Facility-by-Facility basis, that permits Customer to charge end-payors (including Tenants) Customer-Set Payment Processing Fees in excess of the Standard Payment Processing Fees, in exchange for Customer’s right to receive the Variable Payment Processing Remittance. Variable Payment Processing Fees apply only if expressly elected in the applicable Order Form and only with respect to the Facilities specifically listed in the Variable Payment Processing Fees Schedule of such Order Form. If an Order Form does not expressly elect Variable Payment Processing Fees, the Standard Payment Processing Fees apply to all transactions at all Facilities within the Facility Scope and Monument shall have no obligation to remit any Variable Payment Processing Remittance to Customer.

“Variable Payment Processing Remittance” means the amount Monument is obligated to remit to Customer in respect of a calendar month under the Variable Payment Processing Fees mechanic, calculated as the difference between (a) the aggregate Customer-Set Payment Processing Fees actually received by Monument from the Partner Provider in respect of transactions processed at Facilities for which Customer has elected Variable Payment Processing Fees during such calendar month and (b) the aggregate Standard Payment Processing Fees applicable to such transactions (applying the model-dependent meaning of “Standard Payment Processing Fees” corresponding to the Payment Pricing Model then in effect, such that, under the Cost-Plus Payment Pricing Model, the deduction in this clause (b) equals the aggregate Cost-Plus All-In Baseline for such transactions), in each case after deduction of any chargebacks, returns, refunds, reversals, Taxes, and amounts owed by Customer to Monument under this Agreement. Monument’s obligation to remit the Variable Payment Processing Remittance is conditioned upon Monument’s actual receipt of the corresponding funds from the Partner Provider; Monument shall have no obligation to remit any Variable Payment Processing Remittance for funds Monument has not actually received.

“Webhook” is a component of the API and means an event-driven HTTP callback originating from Monument’s system to a Customer-defined URL endpoint, sending data about a specific event.

“Weighted Average Effective Unit Price” means, with respect to any calendar month during the Term in which an Order Form electing Average Unit Pricing is in effect, the quotient of (a) the sum, taken across all Live Facilities in the Facility Scope, of the product of (i) the Effective Unit Price set by Customer for each such Live Facility for such month and (ii) the number of billable Units at such Live Facility for such month (after giving effect to any Maximum Billable Units Per Facility cap), divided by (b) the Effective Unit Count for such month (the total number of billable Units at Live Facilities, after giving effect to any Maximum Billable Units Per Facility cap). Expressed as a formula:

*Weighted Average Effective Unit Price = Σ (Effective Unit Priceᶠ × Billable Unitsᶠ) / Effective Unit Count (Billable Units at Live Facilities)*

where the summation is taken across each Live Facility F in the Facility Scope for the applicable month.

2. Services.

A.  Order Forms. Each Order Form is subject to, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form states that a specific provision of this Agreement will be superseded by a specific provision of the Order Form.

B.  Facility Scope Designation; Precedence Among Order Forms. Each Order Form must clearly designate its Facility Scope as either Full Facility Scope or Partial Facility Scope. If an Order Form fails to clearly designate the Facility Scope, the Facility Scope shall be deemed to be the Full Facility Scope by default, and Customer expressly acknowledges and agrees to this default designation. If at any time during the Term two or more Order Forms are in effect between Customer and Monument and at least one such Order Form is designated (or deemed designated) as Full Facility Scope, then the Full Facility Scope Order Form shall control and shall supersede any and all then-current Order Forms with Partial Facility Scope, which shall automatically be deemed terminated and of no further force or effect upon the Order Form Effective Date of the Full Facility Scope Order Form. For the avoidance of doubt, only one Order Form with Full Facility Scope may be in effect at any time; if more than one Order Form with Full Facility Scope is executed, the most recently executed Full Facility Scope Order Form shall control.

C.  Mandatory Onboarding of New Facilities (Full Facility Scope Only). This Section 2.C applies only with respect to Order Forms designated as Full Facility Scope. During the Term of any Order Form with Full Facility Scope, Customer shall be obligated to onboard each and every New Facility onto the Platform, and each such New Facility shall automatically become subject to all terms of this Agreement and the applicable Order Form upon the earliest of acquisition, lease commencement, opening, taking-over of management, or commencement of operations of such New Facility. Customer shall provide Monument with written notice of each New Facility no later than thirty (30) days prior to the earliest such event (or, if not reasonably practicable, as promptly as commercially reasonable thereafter). Customer shall cooperate in good faith with Monument to onboard each New Facility, including by providing all data, access, credentials, and other resources reasonably required. Customer’s failure to onboard any New Facility in accordance with this Section 2.C shall constitute a material breach of this Agreement. For the avoidance of doubt, ordinary-course monthly Licensing Fees accrue with respect to a New Facility only once it becomes a Live Facility and are calculated on the Effective Unit Count as set forth in Section 3.D (Licensing Fee Calculation); the inclusion of New Facility Units in the Baseline Unit Count is solely for purposes of calculating the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment). Customer shall not, directly or indirectly, use any facility management or transaction processing software other than the Platform with respect to any Live Facility within the Full Facility Scope without Monument’s prior written consent.

D.  Access to the Platform. Subject to Customer’s compliance with this Agreement, Monument grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of the applicable Order Form to use the Software License Tier and Add-Ons specified in such Order Form, solely in connection with Customer’s internal business operations. Monument may modify or update the Platform from time to time to keep the Platform current and relevant for its customer base generally, subject to Section 2.O (Continued Availability of Contracted Features).

E.  Operation of a Hybrid Website. To the extent specified in the applicable Order Form, and subject to Customer’s compliance with this Agreement, Monument grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Term to use the Hybrid Website, solely in connection with Customer’s internal business operations.

F.  Branded Websites. Subject to Customer’s compliance with this Agreement, Monument will use reasonable efforts to customize and establish a Branded Website and enable Customer to make the Branded Website available (on a hosted, as-a-service, basis) for access and use by end users seeking to search for and rent Units through the Branded Website. The primary name of the Branded Website shall be a domain name provided and registered by Customer.

G.  Hybrid Website. In lieu of the Branded Website and subject to Customer’s compliance with this Agreement, Monument may provide Customer with software to insert into its own website to facilitate access and use by end users seeking to search for and rent Units through Customer’s site.

H.  Subcontractors. Monument may use subcontractors or other third parties (including for the processing of information) to perform its obligations under this Agreement, but Monument will remain responsible for all such obligations, except that Monument will not be liable for providers of Third-Party Services, which are governed by independent terms between Customer and the Third-Party Service provider.

I.  Support Services. Subject to Customer’s payment of all Service Fees and compliance with this Agreement, Monument will use commercially reasonable efforts to provide the Support Services.

J.  Implementation Services. To the extent specified in the applicable Order Form, Monument will use reasonable efforts to provide the Implementation Services to Customer. Customer will: (1) cooperate with and assist Monument in the performance of Implementation Services; and (2) provide any resources specified in the Order Form or otherwise reasonably requested by Monument to facilitate the Implementation Services.

K.  Mutual Trademark License. Each party (“Licensor”) grants to the other (“Licensee”) the right to use Licensor’s trademarks, logos, and trade names (“Marks”) solely during the Term and in connection with the performance of Licensee’s obligations or exercise of Licensee’s rights under this Agreement. Licensee will comply with any trademark usage policies provided by Licensor. All goodwill arising out of Licensee’s use of Licensor’s Marks will vest in Licensor.

L.  Attribution Requirements. All Hybrid Websites and Branded Websites will include the phrase “powered by Monument” (or other attribution notice reasonably required by Monument) in the placement, size, and format reasonably required by Monument.

M.  Rental Website Services. As part of Customer’s Monument subscription, Monument includes a templated Rental Website at no additional cost. Using Monument’s standard template, Monument will: (a) apply Customer’s brand identity (logo, colors, fonts); (b) migrate existing content from Customer’s previous site (e.g., blogs, FAQs, images, social links); (c) update DNS records and publish the site; (d) cover ongoing hosting for the Website; and (e) support and resolve issues related to the standard Monument template. Monument does not provide the following as part of Customer’s subscription: (i) content management (day-to-day updates to blogs, FAQs, or general website content); (ii) SEO management (strategy, content creation, optimization, or measurement); (iii) digital marketing (such as running paid ads, managing social media campaigns, creating marketing content, sending promotional emails, or analytics/measurement of marketing performance); (iv) managing a Google My Business profile; (v) design services beyond applying Customer’s existing brand identity (e.g., new layouts, graphics, or media creation); (vi) custom website pages or feature enhancements beyond the standard template; (vii) implementation or support for third-party plugins; or (viii) domain registration or renewals.

N.  API Access. The API access included in the Services is governed by Section 8 (API Access), under which the API Tier included for Customer depends on the Software License Tier selected in the applicable Order Form. If Customer is eligible to upgrade to a higher API Tier and requires such an upgrade, or requires any API usage beyond the API Parameters applicable to Customer’s included API Tier, Customer and Monument must execute a separate Customer API Agreement, which governs the technical and commercial terms (including all fees, higher usage limits, and overage charges) applicable to any such higher API Tier. The provisioning of API Keys and MCP Server access is subject to Section 8 (API Access), including the execution of an API Key Order Form. Any separate Customer API Agreement shall not alter the pricing set forth in the applicable Order Form.

O.  Continued Availability of Contracted Features. This Section 2.O does not apply to third-party integrations or Third-Party Services. Monument reserves the right to make updates and improvements to the features available in each Software License Tier; provided that Monument shall not materially reduce or remove any feature, Add-On, module, or service expressly listed in the applicable executed Order Form as included for Customer (whether as part of Customer’s elected Software License Tier, as an elected Add-On, or as an Additional Software Feature) without (i) providing Customer with at least ninety (90) days’ prior written notice of such change, and (ii) if such change constitutes a material reduction of the Services Customer contracted for, offering Customer the right to terminate the affected Order Form in accordance with Section 9.J (Termination for Loss of Core Functionality). For the avoidance of doubt, any Contracted Feature shall remain available to Customer for the full Contract Term of the applicable Order Form regardless of any changes Monument makes to its standard Software License Tier offerings.

3. Service Fees.

A.  Implementation Fee. This Section 3.A applies only with respect to Order Forms that expressly specify an Implementation Fee amount (whether stated as a one-time fee, a monthly recurring fee from the Services Start Date through the Go-Live Date, or otherwise). If the applicable Order Form does not specify an Implementation Fee amount (or expressly states that no Implementation Fee is payable), no Implementation Fee shall be due under this Agreement with respect to such Order Form, and the ACH Authorization, banking-information, invoicing, and collection mechanics set forth in this Section 3.A shall not apply as a condition to the commencement of Implementation Services under such Order Form; provided, however, that (i) Customer shall remain obligated to execute and deliver an ACH Authorization prior to the Go-Live Date for purposes of collecting Licensing Fees, Payment Processing Fees, and other amounts payable under this Agreement, and (ii) all other terms of this Agreement applicable to Implementation Services (including Customer’s cooperation obligations under Section 2.J (Implementation Services) and the impact of Customer-caused delay on Customer’s payment and termination obligations elsewhere in this Agreement) shall continue to apply.

If the applicable Order Form specifies an Implementation Fee amount, then the following provisions shall apply: (1) As a condition precedent to the commencement of any Implementation Services and to Monument’s obligation to begin invoicing for Implementation Fees under such Order Form, Customer shall (i) execute and deliver to Monument an ACH Authorization in accordance with the definition thereof, and (ii) provide Monument with valid, complete, and verifiable banking information for the Designated Account sufficient for Monument to initiate ACH debits. Monument shall have no obligation to commence Implementation Services until such ACH Authorization and banking information have been delivered to Monument’s reasonable satisfaction, and any delay in the commencement of Implementation Services or the Go-Live Date resulting from Customer’s failure to timely provide the foregoing shall not reduce, offset, or excuse any of Customer’s obligations under this Agreement. (2) Starting on the Services Start Date, Monument will email Customer an invoice the Implementation Fees described in such Order Form on the first business day of each calendar month and shall attempt to collect payment for such invoice via ACH debit from the Designated Account on the first business day of such calendar month. A failure to collect full payment on the first business day of the calendar month for the amount on the monthly Implementation Fee invoice shall be deemed a Late Payment and shall be subject to Sections 3.J (Late Payments) and 3.K (Invoice Disputes), and shall also entitle Monument to suspend or delay Implementation Services until full payment is collected. Any delay in Go-Live Date caused by Customer’s failure to provide required data, access, credentials, ACH Authorization, banking information, or timely cooperation shall not reduce or offset Implementation Fees accrued during such delay period. Implementation Fees will continue to accrue monthly until the Go-Live Date occurs, with no cap on total Implementation Fees. (3) Customer agrees to the collection of all Implementation Fee invoices exclusively via ACH debit from the Designated Account under the ACH Authorization, and Customer shall maintain the Designated Account in good standing with sufficient funds throughout the period from the Services Start Date through the Go-Live Date. Each Implementation Fee invoice is due and payable on the first business day of the calendar month in which it is issued, consistent with the collection mechanics set forth in Section 3.I (Invoices and Invoice Payments). If the applicable Order Form elects a Buyout Discount, each Implementation Fee invoice shall be offset by the then-remaining Buyout Discount balance as set forth in Section 3.S (Buyout Discount) before any net amount is collected via ACH debit, and the amount actually collected via ACH debit shall be the Implementation Fee invoice amount net of such offset.

B.  Go-Live Date. Licensing Fees shall commence on the Go-Live Date as defined in Section 1 (Definitions). Implementation Fees shall continue to accrue monthly until the Go-Live Date occurs.

C.  Service Fees. Starting on the Go-Live Date, Customer will pay Monument all Service Fees in accordance with the terms of the applicable Order Forms. The Service Fees include the Licensing Fee and the Payment Processing Fees.

D.  Licensing Fee Calculation

Default. Unless the applicable Order Form expressly elects Average Unit Pricing, the Licensing Fee for each calendar month shall be calculated by multiplying the Effective Unit Price by the Effective Unit Count for such month. In this default case, the Effective Unit Price for every Unit within the Facility Scope equals the then-current Unit Price, and Customer shall have no right to set per-Facility pricing.

When Average Unit Pricing Is Elected. If the applicable Order Form expressly elects Average Unit Pricing, the Licensing Fee for each calendar month shall instead be calculated by multiplying, for each Facility within the Facility Scope, the Effective Unit Price set by Customer for such Facility by the number of billable Units at such Facility (after giving effect to any Maximum Billable Units Per Facility cap), and summing such products across all Facilities within the Facility Scope; Customer may set its own Effective Unit Price on a per-Facility basis (with a single uniform Effective Unit Price applied to all Units within a given Facility), provided that (x) the Weighted Average Effective Unit Price for each month must equal or exceed the Average Minimum Pricing for such month, and (y) Customer shall comply with the pricing-submission and true-up obligations set forth in the applicable Order Form (and, in any event, in this Section 3.D). For the avoidance of doubt, Average Unit Pricing does not permit Customer to set different Effective Unit Prices for individual Units within a single Facility; all Units within a given Facility shall be priced at the same Effective Unit Price for any given month.

Caps and Floors. In all cases (whether or not Average Unit Pricing is elected), the foregoing calculations are subject to the following: (i) if the applicable Order Form expressly elects a Maximum Billable Units Per Facility, then the number of Units counted toward the Baseline Unit Count in respect of any single Facility shall not exceed the Maximum Billable Units Per Facility, regardless of the actual number of Units defined at such Facility; and (ii) if the applicable Order Form expressly elects a Minimum Monthly Fee, then notwithstanding the foregoing calculations and any other provision of this Agreement or the Order Form to the contrary, the monthly Licensing Fee invoiced to Customer shall not be less than the Minimum Monthly Fee for any month during the Term. If the applicable Order Form elects a Buyout Discount, the Buyout Discount is applied as a credit against the monthly Licensing Fee determined under this Section 3.D (after giving effect to any Minimum Monthly Fee floor and any Minimum Aggregate Licensing Fee) in accordance with, and subject to the precedence rule in, Section 3.S (Buyout Discount); such credit may reduce the net cash amount invoiced for a month below the Minimum Monthly Fee (and below any Minimum Aggregate Licensing Fee), including to zero.

Optional Pricing Elections; Defaults. For the avoidance of doubt, each of the Maximum Billable Units Per Facility, the Minimum Monthly Fee, and Average Unit Pricing is independently optional, and each applies only if expressly elected in the applicable Order Form. If the applicable Order Form does not expressly elect a Maximum Billable Units Per Facility, no per-Facility cap on Units shall apply, and all Units at each Facility within the Facility Scope shall count toward the Baseline Unit Count. If the applicable Order Form does not expressly elect a Minimum Monthly Fee, no minimum monthly floor shall apply. If the applicable Order Form does not expressly elect Average Unit Pricing, the Default Calculation above shall govern, the Effective Unit Price for every Unit shall equal the then-current Unit Price, and the pricing-submission and true-up provisions of this Section 3.D shall not apply.

Pricing Submission and True-Up (Average Unit Pricing only). This paragraph applies only if the applicable Order Form expressly elects Average Unit Pricing. Customer shall deliver to Monument, no later than the 15th day of the calendar month immediately preceding the month for which the invoice is due, all pricing details necessary for Monument to calculate the monthly invoice, including the single Effective Unit Price assigned by Customer to each Facility within the Facility Scope (which Effective Unit Price shall apply uniformly to all Units at such Facility for the applicable month). Pricing details shall be submitted in the format reasonably requested by Monument. If Customer fails to deliver pricing details by the deadline, Monument may, at its option, (A) invoice Customer using the Effective Unit Prices most recently submitted by Customer, or (B) invoice Customer at the then-current Unit Price applied to every Unit in the Facility Scope. If Monument calculates a monthly invoice using Customer-submitted Effective Unit Prices and the total monthly Licensing Fee (before Taxes) for such invoice is less than the product of (x) the Average Minimum Pricing for such month and (y) the total number of billable Units in the Facility Scope for such month (after giving effect to any Maximum Billable Units Per Facility cap), then Customer hereby authorizes Monument to issue an adjusted invoice in an amount equal to the Minimum Aggregate Licensing Fee, and Customer agrees to pay such adjusted invoice in accordance with the Invoices and Invoice Payments provisions of this Section 3 (Service Fees). Monument may collect any such adjusted amount via ACH pull from the Customer’s account without further notice or consent from Customer.

Aggregate Obligation. If elected, Average Unit Pricing is a method of allocating the Licensing Fee across Facilities; it does not reduce the aggregate Licensing Fee owed by Customer. If both Average Unit Pricing and a Minimum Monthly Fee are elected in the applicable Order Form, the Minimum Monthly Fee shall apply as a separate floor and shall control if it would result in a higher monthly Licensing Fee than the Minimum Aggregate Licensing Fee.

Full Facility Scope Coverage. For Order Forms with Full Facility Scope, the Baseline Unit Count shall include, without limitation, all Units at every Facility owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate, including all Units at New Facilities, regardless of whether such Units are then-currently leased, vacant, online, offline, available, unavailable, or have actually been onboarded onto the Platform (subject in each case to any applicable Maximum Billable Units Per Facility cap). The Baseline Unit Count so determined is used solely to calculate the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) (and any pre-Go-Live amounts that reference it); ordinary-course monthly Licensing Fees are calculated on the Effective Unit Count as set forth in the Default calculation above. Customer’s failure or delay in onboarding any Facility or Unit within the Facility Scope shall not reduce, offset, or otherwise modify the Baseline Unit Count or the resulting Early Termination Buyout.

E.  Unit Price Annual Adjustments. Except as otherwise expressly provided in an Order Form, Monument will increase the Unit Price (including the Software License Tier Unit Price and each Add-On Fee) on January 1st of each calendar year during the Term by the Annual Adjustment Percentage. Where an Order Form sets forth an Additional Discounts schedule, the following shall apply as the default treatment of that schedule (and no superseding language in the Order Form shall be required to give it effect): (i) no Annual Adjustment Percentage increase shall take effect during any period listed in the Additional Discounts schedule; (ii) beginning in the first month following the last period listed in that schedule (the “Discount End Month”), no Additional Discount shall apply and the Effective Unit Price shall equal the then-current Unit Price (i.e., the then-current Software License Tier Unit Price plus all then-elected Add-On Fees), such that the burn-off of any Additional Discount returns pricing to the Software License Tier Unit Price for the selected Software License Tier without eliminating any then-elected Add-On Fees; and (iii) the Annual Adjustment Percentage increase shall first take effect on the first January 1 to occur on or after the Discount End Month, and shall apply on each January 1 thereafter for the remainder of the Term. For the avoidance of doubt, the Buyout Discount is not an Additional Discount, is not listed in any Additional Discounts schedule, and neither the existence, application, nor burn-off of the Buyout Discount defers, reduces, or otherwise affects any Annual Adjustment Percentage increase, the Effective Unit Price, the Software License Tier Unit Price, the Unit Price, or the Discount End Month under this Section 3.E.

F.  Gate Provider Charges.  In the event Customer utilizes a gate provider at a facility that incurs a cost to Monument, Customer will reimburse Monument for that fee.

G.  Future Features. If Customer elects to enable new features/functionality not currently provided, it may result in an increase of the Unit Price. From time to time, Monument may offer new software features, products, or services not included in the Software License Tier selected in an Order Form and therefore not included in the fees set forth in such Order Form. Any such offerings will be made available to Customer at Monument’s discretion and shall be subject to separate terms and pricing, which will be negotiated between the parties on a case-by-case basis. Monument makes no guarantee that such offerings will be provided free of charge or that Customer will be entitled to access them without entering into a separate agreement.

H.  Taxes. Customer shall be responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by federal, state or local governmental entities on the transactions contemplated by the Agreement. When Monument has the legal obligation to pay or collect taxes for which you are responsible, pursuant to this Section 3 (Service Fees), the appropriate amount shall be added to your invoice and thereafter paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority before invoice is sent.

I.  Invoices and Invoice Payments.  On the first business day of each calendar month, Monument will email Customer an invoice for Licensing Fees and attempt to collect payment for it via ACH pull from the Customer’s account. A failure to collect full payment on the first business day of the calendar month for the amount on the monthly invoice is deemed a Late Payment. Customer agrees that all payments from Customer to Monument will occur via ACH.

J.  Late Payments.  Customer acknowledges that its failure to pay any fees or charges when due may result in immediate suspension or termination of the Services. If Monument is unable to collect any of the fees or charges due hereunder, Monument reserves the right to engage a collections agency to collect the fees and charges and Customer acknowledges and agrees that it shall pay all costs incurred by Monument in connection with the collection of such past due amounts, including, without limitation, reasonable attorneys’ and collections agencies’ fees plus interest in an amount equal to the lesser of 1.50% per month or the maximum rate permitted by applicable law.

K.  Invoice Disputes.  If Customer believes Monument has billed Customer incorrectly, Customer must provide notice of dispute to Monument no later than 30 days after the invoice date on the first billing statement in which the error or problem appeared. All Service Fees are non-refundable, except as otherwise specified in this Agreement.

L.  Payment Processing Fees. By entering into this Agreement, Customer authorizes Monument to deduct fees owed to Monument from Customer’s revenue disbursements for all applicable Payment Processing Fees and charges, as detailed in the Order Form. All payments are processed in United States Dollars and Customer is responsible for any transaction fees. For more information on how Payrix handles your data, please refer to the Payrix Terms.

The Payment Pricing Model applicable to Customer shall be the Payment Pricing Model elected (or deemed elected) in the applicable Order Form. Charges for Payment Processing Services shall be calculated and invoiced in accordance with the elected Payment Pricing Model and the Standard Pricing Schedule or Cost-Plus Pricing Schedule, as applicable, set forth in such Order Form. The Parties may switch between the Standard Payment Pricing Model and the Cost-Plus Payment Pricing Model only as set forth in Section 3.Q (Switching Payment Pricing Models Mid-Term).

M.  Variable Payment Processing Fees.

This Section applies only if the applicable Order Form expressly elects Variable Payment Processing Fees and lists at least one Facility in the Variable Payment Processing Fees Schedule of such Order Form. If the applicable Order Form does not elect Variable Payment Processing Fees, this Section shall have no effect, the Standard Payment Processing Fees set forth in the Order Form (applying the model-dependent meaning corresponding to the Payment Pricing Model then in effect) shall apply to all transactions at all Facilities within the Facility Scope, and Monument shall have no obligation to remit any Variable Payment Processing Remittance to Customer.

Election; Per-Facility Application. If elected, Customer-Set Payment Processing Fees apply only to transactions processed at the Facilities specifically listed in the Variable Payment Processing Fees Schedule of the applicable Order Form. For all other Facilities within the Facility Scope, the Standard Payment Processing Fees shall apply. Customer-Set Payment Processing Fees must equal or exceed the corresponding Standard Payment Processing Fees on a fee-by-fee basis, where “Standard Payment Processing Fees” has the model-dependent meaning set forth in Section 1 (Definitions) (such that, where the Cost-Plus Payment Pricing Model is in effect, the comparison is made against the Cost-Plus All-In Baseline). Any Customer-Set Payment Processing Fee that fails this requirement on a fee-by-fee basis shall be disregarded, and the Standard Payment Processing Fees shall apply to the affected transaction.

Changes During the Term. Customer may, from time to time during the Term, add Facilities, remove Facilities, and/or change the Customer-Set Payment Processing Fees applicable to any Facility by submitting to Monument a written change request in substantially the form of the Variable Pay Change Request table set forth in the applicable Order Form (each, a “Variable Pay Change Request”), in the format reasonably requested by Monument. Each Variable Pay Change Request must (a) identify each affected Facility and the Customer-Set Payment Processing Fees to apply to it (or indicate that a listed Facility is to be removed), and (b) specify the date on which Customer requests the changes to take effect (the “Requested Effective Date”). Customer shall submit each Variable Pay Change Request at least forty-five (45) days before its Requested Effective Date. Upon Monument’s receipt of a conforming Variable Pay Change Request, the requested changes shall take effect on the Requested Effective Date, and the then-current Variable Payment Processing Fees Schedule (beginning with the initial Variable Payment Processing Fees Schedule set forth in the Order Form) shall be deemed amended and superseded accordingly as of the Requested Effective Date, without the need for any further amendment or signature. The schedule as so modified shall constitute the operative Variable Payment Processing Fees Schedule from and after the Requested Effective Date and shall remain in effect until further modified by a subsequent conforming Variable Pay Change Request. Each Customer-Set Payment Processing Fee set forth in a Variable Pay Change Request remains subject to the fee-by-fee floor described above; any entry that fails to equal or exceed the corresponding Standard Payment Processing Fees (applying the model-dependent meaning corresponding to the Payment Pricing Model then in effect) is disregarded and the Standard Payment Processing Fees apply to the affected transaction. If a Variable Pay Change Request is submitted fewer than forty-five (45) days before its Requested Effective Date, omits a Requested Effective Date, or is otherwise non-conforming, Monument may disregard it, and the then-current Variable Payment Processing Fees Schedule shall remain in effect until a conforming Variable Pay Change Request takes effect. To remove a Facility from Variable Payment Processing Fees, Customer shall list the Facility in a Variable Pay Change Request and mark its fee entries “REMOVE”; effective on the Requested Effective Date, the Standard Payment Processing Fees shall apply to such Facility. Facilities not listed in a given Variable Pay Change Request are unaffected by that request and remain on their then-current rates. If additional fee categories beyond cards and ACH are subject to Customer-Set Payment Processing Fees, the parties shall append a supplemental schedule signed by both parties; until such schedule is signed, the Standard Payment Processing Fees apply to those categories. Customer remains solely responsible for ensuring that all Customer-Set Payment Processing Fees (as initially set and as redefined) comply with applicable card-network rules and Applicable Law, including any required re-registration, disclosures, and posted notices. The foregoing right is in addition to, and does not limit, Customer’s re-pricing right under Section 3.P (Customer Re-Pricing Right).

Remittance Calculation and Timing. For each calendar month in which Customer-Set Payment Processing Fees are in effect, Monument shall calculate the Variable Payment Processing Remittance owed to Customer as (a) the aggregate Customer-Set Payment Processing Fees actually received by Monument from the Partner Provider in respect of transactions processed at Facilities listed in the Variable Payment Processing Fees Schedule during such calendar month, minus (b) the aggregate Standard Payment Processing Fees (as defined in Section 1 (Definitions), applying the model-dependent meaning corresponding to the Payment Pricing Model then in effect) applicable to such transactions. For the avoidance of doubt, this formula applies whether Customer has elected the Standard Payment Pricing Model or the Cost-Plus Payment Pricing Model; the only thing that changes between the two models is the definition of Standard Payment Processing Fees in clause (b). Monument shall remit such amount to Customer no later than thirty (30) days after the end of the calendar month in which Monument actually received the corresponding funds from the Partner Provider, subject to: (i) deduction for any amounts owed by Customer to Monument under this Agreement (which Monument may set off against the Variable Payment Processing Remittance, including any past-due Service Fees, Implementation Fees, or other amounts); and (ii) reversal or clawback for any chargebacks, returns, refunds, or other reversals affecting the underlying transactions, whether occurring before or after remittance. Monument’s obligation to remit is conditioned upon Monument’s actual receipt of the corresponding funds from the Partner Provider, and Monument shall have no obligation to remit any Variable Payment Processing Remittance for funds Monument has not actually received.

Customer Compliance Obligations. Customer acknowledges that charging end-payors fees in excess of the underlying processor’s costs (commonly referred to as “surcharging” or “convenience fees”) is subject to (i) the rules, regulations, and operating procedures of applicable card networks (including Visa, MasterCard, Discover, and American Express); (ii) the Payrix Terms and any other Partner Provider terms; and (iii) federal, state, and local laws, including consumer protection and surcharge statutes. As between the parties, Customer is solely responsible for ensuring that Customer-Set Payment Processing Fees comply with all such rules, regulations, terms, and Applicable Law, including any required disclosures to Tenants, registration requirements with card networks, posted-notice requirements at points of sale, and prohibitions on surcharging in certain jurisdictions. Monument makes no representation or warranty that Customer-Set Payment Processing Fees are permissible in any jurisdiction or under any Partner Provider terms, and Monument shall have no liability for Customer’s non-compliance.

Indemnity. Customer’s election or implementation of Customer-Set Payment Processing Fees, and any actual or alleged non-compliance therewith, shall constitute a Customer Indemnifiable Claim under Section 11.B (By Customer) of this Agreement, and Customer shall defend, indemnify, and hold harmless the Monument Indemnified Parties from any claims, fines, penalties, losses, costs, and reasonable attorneys’ fees arising therefrom.

Tax Responsibility. Customer is solely responsible for all Taxes associated with the Variable Payment Processing Remittance, including any income, gross-receipts, sales, or other Taxes imposed on amounts received by Customer. Monument may, but is not obligated to, withhold Taxes from the Variable Payment Processing Remittance if required by Applicable Law and shall remit any amount so withheld to the applicable taxing authority.

Suspension or Termination. Monument may suspend or terminate the Variable Payment Processing Fees mechanic at any time upon written notice to Customer if (i) the Partner Provider or any card network prohibits or restricts the practice; (ii) any Applicable Law requires such suspension or termination; or (iii) Monument reasonably determines that Customer is not in compliance with its obligations under this Section. Upon any such suspension or termination, the Standard Payment Processing Fees shall immediately apply to all transactions at all Facilities, and Customer shall not be entitled to any further Variable Payment Processing Remittance other than amounts already accrued and not subject to reversal.

N.  Processing Cost Transparency. To enable Customer to comply with card-network surcharge-registration rules, posted-notice requirements, and Applicable Law, and regardless of whether Customer has elected Variable Payment Processing Fees, Monument shall, no later than the fifteenth (15th) day of each calendar month, provide Customer with a report showing, for the immediately preceding calendar month and for each Facility within the Facility Scope: (a) the aggregate Processing Cost actually charged to Monument by the Partner Provider in respect of card transactions processed for such Facility (expressed both in dollars and as an effective percentage of gross card volume), and (b) the aggregate Standard Payment Processing Fees (as defined in Section 1 (Definitions)) for such Facility. Monument shall use commercially reasonable efforts to provide transaction-level Processing Cost detail upon Customer’s reasonable written request. The reporting obligation in this Section 3.N is independent of the Variable Payment Processing Fees election and applies under either Payment Pricing Model.

O.  Rate Changes; Notice. Customer acknowledges that each component of Processing Cost is set by a third party (the card-issuing banks, the card networks, or the Partner Provider, as applicable) and is subject to change outside of Monument’s control. Any such change will be reflected in the Processing Cost (and, under the Cost-Plus Payment Pricing Model, in the Cost-Plus All-In Baseline) beginning with the effective date on which the change is passed through to Monument, and Customer’s invoiced fees will adjust accordingly without amendment to the applicable Order Form or this Agreement. Monument shall provide Customer with written notice (which may be by email) of any change to the Partner Provider’s processor-fee component of Processing Cost no later than thirty (30) days after Monument receives notice of such change from the Partner Provider; Monument shall use commercially reasonable efforts to provide such notice in advance of the effective date when the Partner Provider’s own notice timing permits. The markup and per-transaction fees set forth in the Cost-Plus Pricing Schedule, and the per-transaction fees and discount rates set forth in the Standard Pricing Schedule, may be changed only by a written amendment signed by both Parties.

P.  Customer Re-Pricing Right (Variable Payment Processing Fees only). If Customer has elected Variable Payment Processing Fees and the Standard Payment Processing Fees applicable to any Facility increase as a result of a Processing Cost change (or, under the Standard Payment Pricing Model, any other adjustment that is not the result of an amendment signed by both Parties), Customer shall have the right, exercisable by written notice to Monument no later than thirty (30) days after Monument’s notice of such change under Section 3.O (Rate Changes; Notice), to update the Customer-Set Payment Processing Fees in the Variable Payment Processing Fees Schedule of the applicable Order Form to a level at or above the new Standard Payment Processing Fees, effective no later than the first day of the second calendar month following Customer’s notice (or such earlier date as Monument can reasonably implement). Until Customer’s updated Customer-Set Payment Processing Fees take effect, the snap-back to the Standard Payment Processing Fees described in Section 3.M (Variable Payment Processing Fees) shall apply to any transaction for which the Customer-Set Payment Processing Fees would otherwise fall below the new Standard Payment Processing Fees. Customer is solely responsible for ensuring that any updated Customer-Set Payment Processing Fees comply with applicable card-network rules and Applicable Law (including any required re-registration, disclosures, and posted notices). Nothing in this Section 3.P obligates Customer to update its Customer-Set Payment Processing Fees; Customer may instead accept the snap-back.

Q.  Switching Payment Pricing Models Mid-Term. The Parties may switch between the Standard Payment Pricing Model and the Cost-Plus Payment Pricing Model only by a written amendment to the applicable Order Form signed by both Parties. Upon any such switch, (a) the definitions and mechanics in this Agreement (including the definitions of Standard Payment Processing Fees and Cost-Plus All-In Baseline and the Variable Payment Processing Remittance formula under Section 3.M (Variable Payment Processing Fees)) automatically adjust to reflect the new Payment Pricing Model without further action; and (b) any Variable Payment Processing Fees Schedule then in effect shall be reviewed by Customer and, if necessary, updated by Customer in accordance with Section 3.P (Customer Re-Pricing Right) to ensure the Customer-Set Payment Processing Fees continue to satisfy the fee-by-fee comparison rule under the new Payment Pricing Model. Until any such update takes effect, the snap-back to the Standard Payment Processing Fees described in Section 3.M (Variable Payment Processing Fees) applies.

R.  Add-Ons. From time to time, Monument may make Add-Ons available for election by Customer. Each Add-On is optional and applies only if expressly elected by Customer, whether (i) in the Add-On Schedule of an Order Form as of the Order Form Effective Date, or (ii) during the Term by a change order or amendment signed by both parties identifying the Add-On, a brief description of its capabilities, and the corresponding Add-On Fee. Upon election of an Add-On, the corresponding Add-On Fee is added to the Software License Tier Unit Price and becomes part of the Unit Price for all purposes under this Agreement, including the calculation of the Effective Unit Price and the Licensing Fee under Section 3.D (Licensing Fee Calculation), the Average Minimum Pricing (where Average Unit Pricing is elected), the Annual Adjustment under Section 3.E (Unit Price Annual Adjustments), and the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment). Each Add-On Fee is a per-Unit, per-month amount applied across the Effective Unit Count in the same manner as the Software License Tier Unit Price; no Add-On Fee is charged on a per-Facility flat basis unless expressly stated in the applicable Order Form. Unless the applicable Order Form expressly provides otherwise, an elected Add-On (and its corresponding Add-On Fee) remains in effect for the remainder of the Term, and Customer may not unilaterally disable an Add-On or cause its Add-On Fee to cease. Monument may modify, discontinue, or deprecate an Add-On consistent with its right to modify or update the Platform under Section 2.D (Access to the Platform), in each case subject to Section 2.O (Continued Availability of Contracted Features); if Monument permanently discontinues an Add-On, the corresponding Add-On Fee shall cease as of the discontinuation date and the Unit Price shall be reduced accordingly. The election of any Add-On does not reduce, offset, or otherwise modify the Software License Tier Unit Price or any other Add-On Fee.

S.  Buyout Discount. This Section 3.S applies only if the applicable Order Form expressly elects a Buyout Discount and sets forth a Buyout Discount dollar amount. If the applicable Order Form does not expressly elect a Buyout Discount and specify a corresponding dollar amount, this Section 3.S shall have no effect and no Buyout Discount shall apply.

(1) Nature of the Credit. The Buyout Discount is a one-time, dollar-denominated credit in the amount set forth in the applicable Order Form, applied solely as a credit against amounts Customer would otherwise owe Monument, in the order set forth in Section 3.S(2) (Buyout Discount), until the Buyout Discount is exhausted or the Term ends, whichever occurs first. The Buyout Discount is a credit only and shall never be paid to Customer as cash, a rebate, or a refund; no portion of the Buyout Discount is redeemable for cash; and in no event shall application of the Buyout Discount result in a negative invoice, a payment or credit balance owed by Monument to Customer, or any carry-forward other than the remaining unapplied Buyout Discount balance available for application against future invoices in accordance with this Section 3.S.

(2) Order of Application. The Buyout Discount shall be applied, on each invoice as issued, in the following order until exhausted: first, against Implementation Fees invoiced under Section 3.A (Implementation Fee), in the order such Implementation Fee invoices are issued; and second, after all Implementation Fees payable under the applicable Order Form have been fully offset (or, if no Implementation Fee is payable under the applicable Order Form, then beginning with the first Licensing Fee invoice), against the Licensing Fee invoiced under Section 3.D (Licensing Fee Calculation) for each subsequent calendar month until the Buyout Discount is exhausted. For the avoidance of doubt, when applied against a monthly Licensing Fee, the Buyout Discount is applied against the entire Licensing Fee for such month (inclusive of the Software License Tier Unit Price component, all elected Add-On Fee components, and any Branded Website or Hybrid Website components), and not merely against the Software License Tier Unit Price component.

(3) Excluded Amounts. The Buyout Discount shall not be applied against, and shall not reduce, any Payment Processing Fees, Taxes, Gate Provider Charges, amounts payable in respect of the Variable Payment Processing Remittance, the Early Termination Buyout, the Pre-Go-Live Cancellation Fee, the Buyout Discount Recapture Amount, or any amount other than Implementation Fees and Licensing Fees as set forth in Section 3.S(2) (Buyout Discount).

(4) Precedence Over Minimum Monthly Fee and Minimum Aggregate Licensing Fee. The Buyout Discount is applied as the final step in determining the net cash amount invoiced for a month, after the monthly Licensing Fee has been finally determined under Section 3.D (Licensing Fee Calculation) (including after giving effect to any Minimum Monthly Fee floor and, where Average Unit Pricing is elected, any Minimum Aggregate Licensing Fee). Notwithstanding any Minimum Monthly Fee, any Minimum Aggregate Licensing Fee, or any other provision of this Agreement or the Order Form to the contrary, the Buyout Discount shall be applied as a credit against the Licensing Fee so determined and may reduce the net cash amount invoiced to Customer for such month below the Minimum Monthly Fee (and below any Minimum Aggregate Licensing Fee), including to zero. The Minimum Monthly Fee and any Minimum Aggregate Licensing Fee continue to determine the gross Licensing Fee against which the Buyout Discount is applied, and the unapplied Buyout Discount balance is reduced by the full amount of the credit so applied against such gross Licensing Fee.

(5) No Effect on Pricing or Annual Adjustment. The existence, application, or burn-off of the Buyout Discount does not reduce, defer, or otherwise affect the Unit Price, the Software License Tier Unit Price, the Effective Unit Price, the Effective Unit Count, the Baseline Unit Count, or the Annual Adjustment Percentage. The Annual Adjustment under Section 3.E (Unit Price Annual Adjustments) shall take effect as scheduled without regard to the Buyout Discount, and the Buyout Discount is not an “Additional Discount” for purposes of Section 3.E (Unit Price Annual Adjustments).

(6) Expiration; No Cash Value. Except as provided in Section 3.S(7) (Buyout Discount), any portion of the Buyout Discount that remains unapplied as of the expiration or termination of the Term shall be forfeited and shall have no further value, and Customer shall have no right to any cash payment, credit, set-off, refund, or other consideration in respect of any unapplied Buyout Discount balance.

(7) Recapture Upon Termination for Convenience or Pre-Go-Live Cancellation. If Customer terminates any Order Form for convenience under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment), or if Customer purports to terminate any Order Form prior to the Go-Live Date in a manner to which the Pre-Go-Live Cancellation Fee under Section 9.G (Pre-Go-Live Cancellation Floor) applies, or if Customer terminates any Order Form under Section 9.J (Termination for Loss of Core Functionality), then the Buyout Discount Recapture Amount shall become immediately due and payable by Customer and shall be added to, and collected together with, the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) or the Pre-Go-Live Cancellation Fee under Section 9.G (Pre-Go-Live Cancellation Floor), or (in the case of a termination under Section 9.J (Termination for Loss of Core Functionality)) collected from Customer as a standalone amount, as applicable. The Buyout Discount Recapture Amount equals the entire Buyout Discount set forth in the applicable Order Form (the full dollar amount, regardless of how much of the Buyout Discount has or has not been applied as a credit as of the date of termination), is in addition to and not in lieu of the Early Termination Buyout, the Pre-Go-Live Cancellation Fee, and any other amounts due upon termination, and is not reduced or offset by any portion of the Buyout Discount previously applied as a credit. This Section 3.S(7) does not apply to a termination by Customer for Monument’s uncured material breach under Section 9.B (Termination for Breach or Insolvency) or to a termination by Monument.

4. Restrictions and Responsibilities.

A.  Use Restrictions. Except as expressly permitted in this Agreement, Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Platform; (2) circumvent or disable any security or other technological features of the Platform; (3) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Platform (except to the extent this restriction is prohibited by Applicable Law); (4) modify, translate, or create derivative works based on the Platform; (5) remove any of Monument’s proprietary notices or labels from the Rental Website or Platform (such as “powered by Monument”); (6) use or host the Branded Website or Hybrid Website or use the Platform in a manner that violates or attempts to circumvent Applicable Law; (7) use the Rental Website or Platform to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (8) use the Rental Website or Platform to distribute any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Platform; (9) engage in unfair, deceptive, or abusive acts or practices or (10) access the Platform or use the Services to develop a competing product or service.

B.  Accounts. Customer is responsible and liable for all actions and inactions by End Users or by any third party that Customer permits to access or use the Platform, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its users’ accounts.

C.  Additional Responsibilities. Customer will: (1) procure, implement, and maintain any network connections, hardware, infrastructure, and third-party software licenses that are necessary for Customer to securely access the Platform and (if applicable) operate the Rental Website; (2) configure Customer Data and the Rental Website in compliance with all Applicable Law; (3) take all reasonable precautions to prevent unauthorized access to the Platform and Rental Website, or disclosure of any data derived in connection with the Services or Monument’s Confidential Information; and (4) promptly notify Monument of any unauthorized access to the Platform or Rental Website or use or disclosure of any data derived in connection with the Services, or Monument’s Confidential Information. Monument is not responsible for performing, and is not liable for any failure to perform, any backup of Customer Data.

D.  Customer’s Obligations and Relationship to Branded and Hybrid Website End Users. As between the Parties, Customer is the sole service provider to Tenant Prospects and Tenants. All access and use of the Branded Website or Hybrid Website by any Tenant Prospects or Tenant will be governed solely by contractual terms entered into between Customer and such current or prospective Tenant, including terms of use and a privacy policy (collectively, “Tenant Terms of Service”), and no current or prospective Tenant will be required or permitted to enter into, or otherwise agree to, an agreement or any binding terms with Monument in connection with such current or prospective Tenant’s access to or use of the Rental Website, except as may be required by law, including with respect to possession or processing of personal data; provided, Customer will provide all assistance reasonably necessary for Monument to enforce the Tenant Terms of Service as a third-party beneficiary thereof. In providing access to and use of the Branded Website or Hybrid Website, Customer will obtain all rights, consents, authorizations, permissions, and other approvals from, and provide all necessary notices to, current and prospective Tenant with respect to their data as necessary to enable Monument and its vendors to collect, use, retain, disclose and otherwise process such current or prospective Tenant’s data (including personally identifiable information) on Customer’s behalf in connection with such current or prospective Tenant’s use of the Rental Website.

E.  Customer’s Obligations to Tenants.  As between the parties, Customer is solely responsible for administering Tenant leases, including the termination of such leases upon any Tenant’s failure to pay amounts due and payable in accordance with the terms of the lease.  Without limiting the foregoing, Customer is solely responsible for adhering to all applicable consumer protection laws, rules and regulations, including laws regarding the imposition of liens and encumbrances, the Fair Credit Reporting Act, the Gramm Leach Bliley Act, and all state law equivalents. Any election to terminate a Tenant’s access to a Unit is made solely by Customer.

F.  Tenant Terms and Privacy Policies. Monument, acting on behalf of Customer, will post Tenant Terms of Service to the Rental Website.  The template Tenant Terms of Service set forth at [www.monument.io/terms-of-service](http://www.monument.io/terms-of-service) and [www.monument.io/privacy-policy](http://www.monument.io/privacy-policy) (as the same may be modified from time to time in Monument’s sole discretion) will automatically be posted by Monument unless Customer provides Monument with an alternative template or informs Monument of any changes to such template. Customer understands and acknowledges that, as between the parties, Customer is solely responsible for ensuring the Tenant Terms of Service provide the disclosures required by applicable law with respect to providing services to consumers and are otherwise legally binding and enforceable in the jurisdiction(s) Customer operates in. Monument provides the template Tenant Terms of Service as a convenience to Customer, and by providing such Tenant Terms of Service is not engaging in the practice of law or providing legal advice to Customer.

5. Intellectual Property and Data Use.

A.  Customer Data. Customer or its licensors owns the Customer Data and Customer Marks, including all Intellectual Property Rights therein. No ownership rights in the Customer Data or Customer Marks are transferred to Monument by this Agreement. Monument does not have any rights to the Customer Data or Customer Marks except for the limited express rights granted in this Agreement. Customer hereby grants Monument a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to Monument’s third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data and Customer Marks (including to the owner of the Units), in any media or distribution methods now known or later developed, solely during the Term and as necessary for Monument to provide the Services and Implementation Services to Customer and/or the owner of the Units, to maintain and improve the Services, and perform Monument’s related business functions.

B.  Monument IP. Monument and its licensors own the Platform, any elements of the Rental Website provided by Monument, Implementation Services, Documentation, and Usage Data, including all Intellectual Property Rights therein. The Monument IP is protected by copyright law and other Applicable Law. No ownership rights in the Monument IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Monument IP except for the limited express rights granted in this Agreement.

C.  Implementation-Related IP. If in the course of providing Implementation Services Monument develops any technology, Monument will own such technology and all Intellectual Property Rights therein unless the parties explicitly agree otherwise in the applicable Order Form. Monument hereby grants Customer a non-exclusive, irrevocable, royalty-free, fully paid, non-sublicensable license to use any Implementation-Related IP, solely during the Term and as necessary for Customer to use the Platform and Implementation Services in accordance with this Agreement.

D.  Feedback. If Customer gives Monument feedback, comments, or suggestions concerning the Services or Implementation Services, Customer hereby assigns to Monument all right, title, and interest in and to the Feedback, and Monument is free to use the Feedback without payment, attribution, or restriction. If Customer receives feedback, comments, or suggestions concerning the Branded Website, Hybrid Website, or Platform from an End User, Customer hereby assigns to Monument all right, title, and interest in and to the User Feedback.

E.  Usage Data. Monument may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Branded Website, Hybrid Website, Platform, Implementation Services, and related systems and technologies (including information provided by third-party analytical tools). Monument may use Usage Data for any purpose, including to improve the Services or Implementation Services, to develop marketing materials and statistical analyses, and to develop new products, services, features, and functionality.

6. Confidentiality.

A.  Non-Disclosure and Non-Use. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who (1) have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement and (2) are subject to confidentiality obligations consistent with those in this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, or for so long as such Confidential Information constitutes a trade secret under Applicable Law).

B.  Compelled Disclosure. This Agreement does not prohibit disclosure of Confidential Information if such disclosure is required by law or the valid order of a court or other governmental authority. Before making any such disclosure of Discloser’s Confidential Information, Recipient will, unless legally prohibited from doing so: (1) give Discloser prompt written notice of such requirement so Discloser may seek a protective order or other remedy; (2) reasonably cooperate with Discloser to oppose the disclosure and/or obtain a protective order or other remedy; and (3) not disclose any of Discloser’s Confidential Information beyond what is legally required.

7. Third-Party Services.

A.  Third-Party Services. Monument and third parties may make available third-party products or services, including plugins, mobile applications, integrations, and related services that may be available through the Services or that Customer may elect to purchase or use. Any use by Customer of such Third-Party Services and any exchange of data between Customer and any Third-Party Service or Third-Party Service provider is solely between Customer and the applicable Third-Party Service provider. Monument does not warrant or provide support for Third-Party Services, whether or not they are designated by Monument as “recommended,” “certified,” or otherwise. As between the parties, Customer is solely responsible for the Third-Party Services, and Monument is not responsible for such Third-Party Services or the acts or omissions of any Third-Party Services provider. Without limiting the foregoing, Monument makes no representations, warranties or guarantees regarding any data that may be ingested from Third-Party Services or otherwise accessed by Customer from Third-Party Services, including with respect to the accuracy thereof.  Customer is solely responsible for all decisions, actions and omissions taken with respect to any data accessed from Third-Party Services.  In addition, Monument cannot and does not guarantee the interoperability of the Services with any Third-Party Services as such interoperability may be impacted by changes in the technical specifications or functionality of such Third-Party Services.   Monument is not responsible for any violations of Applicable Law relating to Third-Party Services or arising from Customer’s use of Third-Party Services. With respect to any integrations identified in an Order Form, integration timelines are contingent upon third-party cooperation and API access; Monument will use commercially reasonable efforts to meet them but is not in breach for delays caused by third-party providers.

B.  Interoperation with the Services. If Customer uses any Third-Party Services with the Services, Customer grants Monument permission to allow the Third-Party Service and its provider to access Customer Data as required for the interoperation of that Third-Party Service with the Services. Monument is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third-Party Service or its provider. Customer is responsible for negotiating any limits on the use of Customer Data by the Third-Party Services directly with the Third-Party Service provider.

C.  No Guarantee. Monument does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Services features), and if such Third-Party Services or related features are discontinued, Customer will not be entitled to any refund, credit, or other compensation.

8. API Access.

A.  Included API Access. Each Customer receives access to an included API Tier at no charge as part of the Services, determined by the Software License Tier selected in the applicable Order Form, as follows: (i) a Customer whose Order Form selects the Core Software License Tier is eligible for the Standard API Tier; and (ii) a Customer whose Order Form selects the Pro Software License Tier or the Enterprise Software License Tier is eligible for the Growth API Tier. The Standard API Tier, the Growth API Tier, their respective API Parameters, and the definitions of “Standard API Tier,” “Growth API Tier,” and “API Parameters” are set forth in the API Services Agreement incorporated under Section 8.B (API Tiers). Each API Tier included under this Section 8 is a Contracted Feature for purposes of Section 2.O (Continued Availability of Contracted Features) and Section 9.J (Termination for Loss of Core Functionality). Customer’s use of the API is solely for Customer’s internal business operations and to enable and facilitate Customer’s use of the Services; Customer shall not use the API to resell, redistribute, or otherwise make available data from the Platform or the Services to any third party. Upgrade eligibility, and the absence of any API upgrade path for the Core Software License Tier, are set forth in Section 8.I (Higher API Tiers; Separate API Agreement).

B.  API Tiers. The API Tiers, including the Standard API Tier and the Growth API Tier, together with their respective API Parameters and the definitions of “Standard API Tier,” “Growth API Tier,” and “API Parameters,” are set forth in the API Services Agreement available at https://www.monument.io/api-services-agreement (the “API Services Agreement”), which is incorporated into this Agreement by reference and forms part of this Agreement. The API Services Agreement sets forth, for each API Tier, its API Parameters and any other characteristics, scope, and limitations applicable to that API Tier. Capitalized terms defined in the API Services Agreement, including “Standard API Tier,” “Growth API Tier,” and “API Parameters,” have the meanings given in the API Services Agreement for all purposes of this Agreement. Monument may update the API Services Agreement consistent with Section 8.E (Modifications to the API; Customer Integrations). In the event of a conflict between the API Services Agreement and this Agreement, this Agreement controls except as to the composition, API Parameters, and related definitions of the API Tiers, as to which the API Services Agreement controls. The API Services Agreement does not set forth any fees; the fees and parameters for any Higher API Tier are set forth in a separate Customer API Agreement as provided in Section 8.I (Higher API Tiers; Separate API Agreement).

C.  API Keys; API Key Order Forms. Subject to this Agreement, Monument grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access the API through one or more API Keys issued pursuant to executed API Key Order Forms. Customer may request one or more API Keys by submitting an API Key Order Form in Monument’s then-current form, and each API Key is subject to this Section 8 and to the specific use case identified in its corresponding API Key Order Form. Monument shall have no obligation to provision any API Key or any MCP Server access until the applicable API Key Order Form has been executed by both parties. Customer is responsible for all access to and use of the API under its API Keys, including any unauthorized access or use, and shall maintain each API Key using industry-standard security controls.

D.  Permitted Use and Restrictions. Customer’s use of the API is limited to the purposes documented in each executed API Key Order Form and to Customer’s internal use to enable and facilitate Customer’s use of the Services. Customer shall not, and shall not permit any third party to: (i) use any API Key for purposes other than those specified in its corresponding API Key Order Form; (ii) share, transfer, or disclose API Keys to any third party without Monument’s prior written consent; (iii) attempt to circumvent usage limits or monitoring systems; (iv) reverse engineer, decompile, or otherwise attempt to derive the source code of the API; (v) use the API to extract or aggregate data for resale, redistribution, or competitive purposes; (vi) use the API in any manner that could damage, disable, overburden, or impair Monument’s systems; (vii) generate automated or programmatic traffic against the API—including load, stress, penetration, or performance testing—without Monument’s prior written consent, or otherwise use the API in a manner that imposes an unreasonable or disproportionately large load on the API, the Platform, or the Services relative to the API Parameters applicable to Customer’s included API Tier (or, for an upgraded or higher API Tier, the limits applicable under the separate Customer API Agreement); or (viii) violate any applicable laws, regulations, or third-party rights through use of the API.

E.  Modifications to the API; Customer Integrations. Monument may modify, discontinue, or deprecate the API or any feature of the API. Because each included API Tier is a Contracted Feature, any material reduction or removal of an included API Tier is subject to Section 2.O (Continued Availability of Contracted Features), including the ninety (90) days’ prior written notice requirement and, where the change constitutes a material reduction of the Services Customer contracted for, the right to terminate the affected Order Form under Section 9.J (Termination for Loss of Core Functionality). Notwithstanding the foregoing, Monument may adjust the API Parameters for any included API Tier (as set forth in the API Services Agreement) upon at least thirty (30) days’ prior written notice to Customer; provided that any such adjustment that constitutes a material reduction or removal of an included API Tier as a Contracted Feature remains subject to Section 2.O (Continued Availability of Contracted Features) and Section 9.J (Termination for Loss of Core Functionality). For breaking changes to, or deprecation of, the API that do not constitute a material reduction or removal of a Contracted Feature, Monument will provide at least sixty (60) days’ notice unless security or legal requirements necessitate shorter notice. Monument is not responsible for any integration developed by Customer through use of the API, and Customer is solely responsible for maintaining and supporting all such integrations; without limiting the foregoing, Monument shall not be responsible for any degradation to the performance of the Services to the extent caused by integrations developed by, or on behalf of, Customer.

F.  MCP Server and AI Agent Access.

(a) Grant. Subject to this Agreement and an executed API Key Order Form that expressly authorizes MCP access, Monument grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to connect Customer’s AI Agents to the MCP Server, solely for Customer’s internal business operations and to enable and facilitate Customer’s authorized use of the Services. The MCP Server is a component of, and a means of accessing, the API; accordingly, all provisions of this Section 8 applicable to the API—including the Permitted Use and Restrictions of Section 8.D and the Usage Limits and Measurement and Service Management and Remedies provisions of the API Services Agreement—apply to Customer’s access to and use of the MCP Server, as supplemented by the MCP-specific provisions of this Section 8. Each MCP request and each Tool Call counts as a Call. Because the Standard API Tier is read-only, for a Customer on the Standard API Tier an AI Agent that performs write operations, or Tool Calls that create, modify, delete, or transmit data, is not permitted; write operations are available only on the Growth API Tier or a higher API Tier and, on the Growth API Tier, are subject to the write-availability limitations set forth in the API Services Agreement incorporated under Section 8.B (API Tiers).

(b) Authentication and Credential Security. Customer shall access the MCP Server only through credentials, API Keys, or tokens issued by Monument, and shall configure each AI Agent to authenticate using such credentials. Customer shall: (i) keep all such credentials confidential and secured using industry-standard controls; (ii) not embed, store, transmit, or expose any credential in any AI model, prompt, training dataset, log, or client-side or third-party-accessible artifact; (iii) scope, limit, and rotate credentials in accordance with the Documentation; and (iv) promptly revoke, and notify Monument of, any credential that is or may be compromised. Customer is responsible for all activity occurring under its credentials, including activity initiated by any AI Agent or AI Provider.

(c) Future Availability of MCP Functionality. Customer acknowledges that some or all of the MCP Server, the Model Context Protocol interface, Tool Calls, and related AI Agent functionality (collectively, the “MCP Functionality”) may not be generally available, or may not be available to Customer, currently, and that Monument makes no representation that any MCP Functionality is currently available. Monument may, in its sole discretion, make some or all of the MCP Functionality available during the Term. Each provision of this Agreement that refers to the MCP Server or any MCP Functionality applies to each element of the MCP Functionality if and when Monument makes it available to Customer, without any amendment to this Agreement, and Customer’s access to and use of any such MCP Functionality is governed by this Agreement from the time it is made available. Nothing in this Section 8.F obligates Monument to develop, release, or make available any MCP Functionality.

G.  AI Agent Responsibility and Security.

(a) Responsibility for AI Agent Actions. Customer is fully responsible and liable for all access, requests, Tool Calls, inputs, outputs, and actions of its AI Agents (and of any AI Provider acting on Customer’s behalf) as if such activity were the action or inaction of Customer itself. The fact that an action was initiated or executed autonomously by an AI Agent, without real-time human review, does not limit Customer’s responsibility or excuse any obligation under this Agreement. Customer is solely responsible for defining the scope, permissions, guardrails, and human oversight applicable to its AI Agents, including review or confirmation controls for any Tool Call that creates, modifies, deletes, transfers, or transmits data or that initiates a financial or other consequential action.

(b) Controls for Consequential Actions. Monument may designate certain Tool Calls or actions as requiring additional authentication, confirmation, or human approval, and may decline, queue, rate-limit, or require re-authorization for any Tool Call that Monument reasonably determines to be high-risk, anomalous, or potentially unauthorized. Customer shall not design or operate any AI Agent to evade, suppress, or circumvent such controls. Monument’s provision of, or failure to provide, any such control does not shift to Monument any responsibility for AI Agent actions, which remains with Customer.

(c) Security; Prompt Injection; Anomalous Behavior. Customer is solely responsible for the security and behavior of its AI Agents and AI Providers, including protecting them against prompt injection, jailbreaking, tool-poisoning, and other adversarial inputs that could cause an AI Agent to take unauthorized actions, exceed its authorized scope, or exfiltrate data. Customer shall implement reasonable controls to prevent its AI Agents from (i) entering loops or generating runaway, repetitive, or excessive requests or Tool Calls; (ii) operating outside the scope authorized in the applicable API Key Order Form; or (iii) accessing, transmitting, or retaining data beyond what is necessary for the authorized use case. Monument shall have no liability for any action taken by, or any output of, an AI Agent, including actions or outputs that are erroneous, hallucinated, or adversarially induced.

(d) Resource Controls; Runaway Agents. Without limiting the Service Management and Remedies provisions of the API Services Agreement, Monument may throttle, rate-limit, queue, reject (including by returning HTTP 429 or 503 responses), or suspend MCP Server access, with or without prior notice, where Monument reasonably determines that an AI Agent is generating excessive, looping, runaway, or abusive traffic, or otherwise threatens the security, stability, integrity, or performance of the MCP Server, the API, the Platform, or the Services, regardless of whether Customer’s usage is within the applicable limits. Customer shall configure each AI Agent to honor any “Retry-After” indication and to implement exponential backoff with jitter as set forth in the Service Management and Remedies provisions of the API Services Agreement.

(e) AI Output Disclaimer. The MCP Server is provided on an “as available” basis in accordance with the No Service Level Commitment provisions of the API Services Agreement, and Monument may modify, deprecate, or discontinue the MCP Server or the Model Context Protocol as described in Section 8.E (Modifications to the API; Customer Integrations). Monument does not warrant that the MCP Server, the API, or any data or output obtained through them will be accurate, complete, current, or suitable for any automated or autonomous use, and Customer is solely responsible for validating any output before relying on it or causing an AI Agent to act on it.

H.  Restrictions on AI and Data Use; AI Providers.

(a) Restrictions on AI and Data Use. In addition to Section 8.D (Permitted Use and Restrictions), Customer shall not, and shall not permit any AI Agent or AI Provider to: (i) use the MCP Server, the API, or any data, output, or response obtained through them to train, fine-tune, or develop any machine-learning or artificial-intelligence model, except solely as necessary for Customer’s permitted internal use and never to develop any model, product, or service that competes with the Services; (ii) scrape, harvest, or bulk-extract data through the MCP Server or the API for resale, redistribution, benchmarking, or competitive analysis; (iii) reverse engineer, replicate, or derive the structure, schema, data model, or functionality of the API, the MCP Server, or the Platform; or (iv) use the MCP Server or the API, or any data or output obtained through them, to build, train, or develop any product or service that competes with, or provides substantially the same functionality as, the Services or the Platform.

(b) AI Providers as Third-Party Services. Customer is solely responsible for its AI Providers and for any access to, disclosure of, or processing of data by its AI Providers. Customer shall ensure that each AI Provider it uses to access or operate against the MCP Server (i) is bound by confidentiality and data-protection obligations no less protective than those in this Agreement, and (ii) does not use, retain, or train on Monument’s Confidential Information, or any Customer Data containing Monument’s Confidential Information, except as necessary to provide the AI service to Customer. Customer’s transmission of any data to an AI Provider is at Customer’s sole risk. AI Providers are Third-Party Services for purposes of this Agreement, including Section 7 (Third-Party Services), and Monument is not responsible for the acts or omissions of any AI Provider.

(c) Compliance. Customer shall ensure that its deployment and use of AI Agents complies with all Applicable Law, including laws and regulations governing artificial intelligence, automated decision-making, data protection, and consumer protection, and that Customer has obtained all rights, consents, and authorizations necessary for its AI Agents to access and process the data they access through the MCP Server. This Section 8.H supplements, and does not limit, Section 16 (Compliance with Applicable Law).

I.  Higher API Tiers; Separate API Agreement. The API Tier included for Customer under Section 8.A (Included API Access)—the Standard API Tier for a Core Software License Tier Customer, or the Growth API Tier for a Pro Software License Tier or Enterprise Software License Tier Customer—is the only API access included in the Services and governed by this Agreement, in each case at no charge. A Customer on the Core Software License Tier receives the Standard API Tier and has no right to upgrade to any higher API Tier under this Agreement, and no API Tier above the Standard API Tier is available to a Core Software License Tier Customer. A Customer on the Pro Software License Tier or the Enterprise Software License Tier may upgrade from the Growth API Tier to a higher API Tier—including additional read-write functionality, higher API Parameters beyond those of the Growth API Tier’s API Parameters—by executing a separate Customer API Agreement. All fees, higher usage limits, overage charges, and other commercial terms applicable to any upgraded or higher API Tier are set forth solely in that separate Customer API Agreement, and no such fees or higher-tier terms are established by this Agreement.

J.  Suspension and Termination of API Access.

(a) Monument may immediately suspend Customer’s access to the API and the MCP Server, without prior notice, if Monument determines in its reasonable discretion that Customer is (i) using any API Key for purposes not specified in the corresponding API Key Order Form; (ii) extracting or aggregating data for resale or redistribution; (iii) using the API in a manner that violates this Agreement; (iv) using the API to build, train, or develop products or services that compete with the Services; or (v) engaging in abusive, fraudulent, or malicious activity, or activity that threatens the security, stability, integrity, or performance of the API, the MCP Server, the Platform, or the Services.

(b) Monument may terminate Customer’s access to the API and the MCP Server immediately upon written notice, and without any cure period, if Customer engages in (i) repeated violations of the usage restrictions or the Permitted Use and Restrictions of this Section 8; (ii) any prohibited activity described in Section 8.D (Permitted Use and Restrictions) or Section 8.H (Restrictions on AI and Data Use; AI Providers); or (iii) any abusive, runaway, unauthorized, or insecure AI Agent activity.

(c) Upon any termination of API access under this Section 8.J, or upon any expiration or termination of this Agreement, all API Keys issued to Customer will be immediately deactivated and Customer shall cease all use of the API and the MCP Server.

(d) Termination of API and MCP Server access under this Section 8.J terminates only Customer’s access to the API and the MCP Server and does not terminate this Agreement or any Order Form; termination of this Agreement remains governed by Section 9 (Term and Termination), including the cure period under Section 9.B (Termination for Breach or Insolvency). Suspension or termination of API access under this Section 8.J does not entitle Customer to any refund, credit, or other compensation and does not relieve Customer of any payment or other obligation under this Agreement.

9. Term and Termination.

A.  Term. The term of this Agreement will commence on the Order Form Effective Date of the first Order Form and will continue until terminated in accordance with this Agreement. This Agreement is fully binding on both parties from the Order Form Effective Date, regardless of whether the Services Start Date or Go-Live Date has occurred, and all obligations of Customer (including payment, exclusivity, and termination obligations) shall be enforceable from such date. The fact that the Contract Term of an Order Form is measured from the Go-Live Date does not delay, suspend, or condition the effectiveness of this Agreement, the Order Form, or any obligation of Customer hereunder. If a Contract Term is not specified in an Order Form, the Contract Term of such Order Form will be 12 months. Upon expiration of an Order Form, the Order Form will automatically renew for a term equivalent to the initial Contract Term of such Order Form, unless otherwise specified in the Order Form or if either party notifies the other in writing of its desire to terminate the applicable Order Form at least 90 days before the expiration of the Order Form.

B.  Termination for Breach or Insolvency. Either party may terminate this Agreement or any Order Form, effective upon written notice to the other party, if the other party materially breaches this Agreement and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

C.  Early Termination by Customer for Convenience; Buyout Payment. Customer may terminate any Order Form for convenience prior to the expiration of its Contract Term (including at any time after the Order Form Effective Date and before the Go-Live Date) by delivering at least thirty (30) days’ prior written notice of termination to Monument and paying to Monument, on or before the effective date of termination, the Early Termination Buyout, calculated as follows: Early Termination Buyout = Baseline Unit Count × Unit Price × Months Remaining in Term, where (a) Baseline Unit Count is the Baseline Unit Count as of the date of the termination notice (determined in accordance with the definition of “Baseline Unit Count,” including its application to pre-Go-Live periods), (b) Unit Price is the then-current Unit Price applicable to Customer under the Order Form (after giving effect to any Annual Adjustment Percentage increases that have taken effect prior to the date of the termination notice, but excluding any temporary promotional or introductory discounts that would no longer apply during the remaining Term), and (c) Months Remaining in Term is (i) if termination occurs on or after the Go-Live Date, the number of full and partial calendar months remaining from the effective date of termination until the scheduled expiration of the then-current Contract Term (with any partial month counted as one full month), or (ii) if termination occurs prior to the Go-Live Date, the full number of months of the Contract Term as set forth in the Order Form, it being acknowledged that no months of the Contract Term have yet run; provided, however, that for any termination for convenience occurring prior to the Go-Live Date, the Early Termination Buyout shall be an amount equal to ten percent (10%) of the Go-Live Buyout Amount, which reduced amount the parties agree is a reasonable estimate of Monument’s anticipated lost revenue and reliance damages for a termination occurring prior to the Go-Live Date.

The parties acknowledge and agree that (i) the Early Termination Buyout represents a reasonable estimate of Monument’s anticipated lost revenue and damages resulting from early termination (including damages resulting from termination prior to Go-Live, which deprives Monument of the Licensing Fee revenue stream it would have earned over the full Contract Term and renders worthless Monument’s investments in onboarding, configuration, data migration, integrations setup, training, third-party integration fees, and personnel time, all of which are made in reliance on Customer’s commitment to the full Contract Term), that actual damages would be difficult or impossible to determine, and that the Early Termination Buyout is not a penalty; (ii) Customer’s payment of the Early Termination Buyout is a condition precedent to any termination for convenience hereunder, including any termination for convenience occurring prior to the Go-Live Date, and any purported termination for convenience without timely payment of the Early Termination Buyout shall be null and void; (iii) the Early Termination Buyout is in addition to, and not in lieu of, any Service Fees, Implementation Fees, Payment Processing Fees, Onboarding Costs, or other amounts accrued and unpaid through the effective date of termination; and (iv) this Section does not apply to a termination by Customer for Monument’s uncured material breach pursuant to Section 9.B (Termination for Breach or Insolvency) or to a termination by Monument. For the avoidance of doubt, Customer expressly waives any argument that the Early Termination Buyout is inapplicable, unenforceable, or reduced to zero on the grounds that (A) the Go-Live Date has not yet occurred, (B) the Contract Term has not yet commenced, (C) no monthly invoice for Licensing Fees has yet been issued, (D) Monument has not yet begun providing Licensing-Fee-bearing Services, or (E) the Baseline Unit Count or Months Remaining in Term cannot be calculated pre-Go-Live; Customer acknowledges that each of the foregoing inputs is defined for pre-Go-Live periods elsewhere in this Agreement. For Order Forms with Full Facility Scope, the Baseline Unit Count used to calculate the Early Termination Buyout shall include all Units across the Full Facility Scope (including New Facilities and Customer Affiliate Facilities) as of the date of the termination notice. In addition, if the applicable Order Form elects a Buyout Discount, then upon any termination for convenience under this Section 9.C the Buyout Discount Recapture Amount shall be added to the Early Termination Buyout and collected together with it as provided in Section 3.S(7) (Buyout Discount); the Buyout Discount does not reduce the Unit Price used to calculate the Early Termination Buyout.

D.  Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms. Upon the termination of this Agreement, all rights and licenses granted by Monument to Customer under this Agreement or the applicable Order Form will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

E.  Post-Termination Obligations. Upon any termination of this Agreement, each party will delete any of the other party’s Confidential Information then held by such party (except that Monument’s retention and handling of Customer Data following termination shall be governed by Section 9.F (Handling of Your Data in the Event of Termination)), except that any copies of Confidential Information created pursuant to automatic back-up procedures will be deleted in accordance with the Recipient’s data retention practices. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 3 (Service Fees), 5 (Intellectual Property and Data Use), 6 (Confidentiality), 8.D (Permitted Use and Restrictions), 8.G (AI Agent Responsibility and Security), 8.H (Restrictions on AI and Data Use; AI Providers), 8.J (Suspension and Termination of API Access), 9.C (Early Termination by Customer for Convenience; Buyout Payment), 9.D (Effect of Termination), 9.E (Post-Termination Obligations), 9.F (Handling of Your Data in the Event of Termination), 9.G (Pre-Go-Live Cancellation Floor), 10.E (Disclaimer), 11 (Indemnification), 12 (Limitations of Liability), 14 (Arbitration), 16 (Compliance with Applicable Law), and 17 (Miscellaneous).

F.  Handling of Your Data in the Event of Termination. Following the termination or expiration of any Order Form for any reason, Monument shall: (a) continue to make Customer Data available for Customer’s retrieval for a period of not less than sixty (60) days following the effective date of termination; and (b) upon Customer’s written request (email is acceptable) delivered during the Data Retention Period, invoice and collect from Customer via ACH the Data Extraction Fee, and within thirty (30) days following Monument’s successful collection of the Data Extraction Fee, provide Customer with a full export of all Customer Data in a standard, machine-readable format. Customer’s ACH Authorization shall remain in effect following termination solely for the purpose of collecting the Data Extraction Fee. Subject to the foregoing, Customer acknowledges and agrees that following the expiration of the Data Retention Period, Monument may immediately deactivate all affected and related Services and shall have no further obligation to continue to store Customer Data or to permit Customer to retrieve such data. Customer further agrees that Monument shall not be liable to Customer or to any third party for any termination of Customer’s access to the Services or deletion of Customer’s data pursuant to this Agreement. Following the termination of Customer’s right to use the Services for any reason other than termination for cause by Monument, Customer shall be entitled to take advantage of any post-termination assistance Monument may generally make available with respect to the Services, such as data retrieval arrangements Monument may elect to make available. Monument may also endeavor to provide Customer with unique post-suspension or post-termination assistance, but Monument shall be under no obligation to do so.

G.  Pre-Go-Live Cancellation Floor. Without limiting Section 9.C (Early Termination by Customer for Convenience; Buyout Payment), if Customer purports to terminate any Order Form for convenience prior to the Go-Live Date and a court or arbitrator of competent jurisdiction determines, notwithstanding the parties’ intent expressed in Section 9.C (Early Termination by Customer for Convenience; Buyout Payment), that the Early Termination Buyout as calculated under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) is unenforceable, inapplicable, or reduced solely because Go-Live has not yet occurred, then in lieu of (and not in addition to) the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment), Customer shall pay to Monument the Pre-Go-Live Cancellation Fee, equal to the greater of (a) all Implementation Fees and other amounts that would have accrued under the Order Form from the Services Start Date through the originally scheduled Go-Live Date had termination not occurred, plus all third-party fees and out-of-pocket costs reasonably incurred by Monument in connection with implementation of the Order Form through the date of termination, plus Monument’s reasonable internal personnel costs (at then-standard rates) for implementation work performed through the date of termination, and (b) ten percent (10%) of the Early Termination Buyout that would have been payable under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) had termination occurred on the originally scheduled Go-Live Date. The parties acknowledge that the Pre-Go-Live Cancellation Fee is a reasonable estimate of Monument’s damages in the scenario described and is not a penalty. Payment of the Pre-Go-Live Cancellation Fee is a condition precedent to any pre-Go-Live termination to which this Section 9.G applies, and any purported termination without timely payment shall be null and void. In addition, if the applicable Order Form elects a Buyout Discount, then upon any termination to which this Section 9.G applies the Buyout Discount Recapture Amount shall be added to the Pre-Go-Live Cancellation Fee and collected together with it as provided in Section 3.S(7) (Buyout Discount).

H.  Divestiture of Live Facilities (Full Facility Scope). This Section 9.H applies only with respect to Order Forms designated as Full Facility Scope. Subject to a Qualifying Divestiture, Customer may divest any Facility within the Full Facility Scope to an unaffiliated third party upon thirty (30) days’ prior written notice to Monument. If the acquiring party agrees in writing to assume Customer’s obligations under this Agreement with respect to such Facility, Customer’s obligations hereunder with respect to that Facility shall terminate upon the closing of such divestiture, and no fee shall be payable under this Section 9.H with respect to such Facility. If the acquiring party does not so agree, Customer shall pay Monument a partial early termination fee equal to (x) the number of Units within the Baseline Unit Count attributable to the transferred Facility as of the date of Customer’s divestiture notice, multiplied by (y) the then-current Unit Price (inclusive of any applicable Additional Discounts then in effect under the applicable Order Form), multiplied by (z) the lesser of (a) the number of full and partial calendar months remaining in the then-current Contract Term (with any partial month counted as one full month) or (b) twelve (12). Such partial early termination fee is due and payable on or before the closing of the divestiture and is a condition to the release of Customer’s obligations with respect to the transferred Facility. For any like-kind exchange under Section 1031 of the Internal Revenue Code in which a Facility is transferred and replacement property is acquired within one hundred eighty (180) days, Customer shall have thirty (30) days following the closing of the acquisition of the replacement property to provide written notice to Monument, and the replacement property shall be treated as a New Facility subject to Section 2.C (Mandatory Onboarding of New Facilities); provided that, where the replacement property is so acquired and such notice is timely given, no partial early termination fee shall be payable under this Section 9.H with respect to the transferred Facility. For the avoidance of doubt, a Qualifying Divestiture effected in accordance with this Section 9.H is not a termination for convenience under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) and does not give rise to the Buyout Discount Recapture Amount under Section 3.S(7) (Buyout Discount).

I.  Casualty or Condemnation of a Facility. This Section 9.I applies to all Order Forms, whether designated as Full Facility Scope or Partial Facility Scope. Upon a Casualty/Condemnation Event, such Facility shall cease to be a Live Facility and its Units shall be removed from the Effective Unit Count and the Baseline Unit Count effective as of the date of such event, and Customer’s obligations under this Agreement with respect to such Facility shall terminate as of such date without payment of any Early Termination Buyout, Pre-Go-Live Cancellation Fee, partial early termination fee under Section 9.H (Divestiture of Live Facilities), Buyout Discount Recapture Amount, or other termination fee with respect to such Facility. For the avoidance of doubt, the foregoing relief applies only to the affected Facility and does not affect Customer’s obligations with respect to any other Facility.

J.  Termination for Loss of Core Functionality. (a) If Monument materially reduces or removes a Contracted Feature in a manner that constitutes a material reduction of the Services Customer contracted for under an Order Form, Customer may terminate the affected Order Form upon written notice to Monument without payment of any Early Termination Buyout. (b) Notwithstanding anything to the contrary in this Agreement, if Monument fails to make the Platform available for transaction processing at any Live Facility for a continuous period exceeding five (5) consecutive business days due to causes within Monument’s reasonable control, Customer may terminate the affected Order Form immediately upon written notice to Monument without payment of any Early Termination Buyout. (c) This Section 9.J does not apply to any unavailability, reduction, or removal arising from or relating to third-party integrations or Third-Party Services, and clause (b) does not apply to any Force Majeure Event under Section 17.M (Force Majeure). A termination under this Section 9.J is not a termination for convenience under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) and is not subject to the Pre-Go-Live Cancellation Fee under Section 9.G (Pre-Go-Live Cancellation Floor); provided that, if the applicable Order Form elected a Buyout Discount, the Buyout Discount Recapture Amount under Section 3.S(7) (Buyout Discount) shall remain due and payable notwithstanding the waiver of the Early Termination Buyout under this Section 9.J.

10. Warranties and Disclaimer.

A.  Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution and delivery of this Agreement by the executing party do not violate Applicable Law or the terms of any other agreement to which it is a party or by which it is otherwise bound.

B.  Monument Warranties. Monument represents and warrants to Customer that Monument will perform the Services and Implementation Services in a good and workmanlike manner.

C.  Customer Warranties. Customer represents and warrants to Monument that: (1) Customer has the necessary rights to authorize Monument to use the Customer Data in accordance with this Agreement, and such use by Monument of Customer Data does not and will not infringe any third-party right, including any Intellectual Property Right or privacy right; (2) Customer’s operation of the Rental Website and provision of the Customer Data to Monument does not and will not breach any agreement to which Customer is a party; and (3) Customer will use the Rental Website, Platform, and Implementation Services in compliance with the Documentation and Applicable Law.

D.  Customer Acknowledgment of Facility Scope Obligations. Customer expressly acknowledges and agrees that, for Order Forms with Full Facility Scope, ordinary-course monthly Licensing Fees are based on the Effective Unit Count (Units at Live Facilities) as set forth in Section 3.D (Licensing Fee Calculation), and that the Baseline Unit Count of all Units across the Full Facility Scope (including New Facilities and Facilities of any Customer Affiliate, and regardless of whether such Units or Facilities are actually onboarded onto the Platform) is used solely to calculate the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment). Customer further acknowledges that the Full Facility Scope designation creates a continuing, affirmative obligation throughout the Term to (a) include all Facilities owned, leased, operated, managed, or controlled by Customer or any Customer Affiliate within the Facility Scope, (b) pay monthly Licensing Fees for all Units at each such Facility once it becomes a Live Facility, and (c) onboard all such Facilities and Units onto the Platform in accordance with Section 2.C (Mandatory Onboarding of New Facilities). Customer represents that it has carefully read, fully understands, and intends to be bound by the Facility Scope designation set forth in each Order Form, and that such designation is a material inducement to Monument’s entry into this Agreement. Customer further acknowledges and agrees that (i) Customer’s payment obligations under any Order Form, including the obligation to pay the Early Termination Buyout under Section 9.C (Early Termination by Customer for Convenience; Buyout Payment) upon any termination for convenience (or, where applicable, the Pre-Go-Live Cancellation Fee under Section 9.G (Pre-Go-Live Cancellation Floor)), are fully binding from the Order Form Effective Date and are not conditioned upon the occurrence of the Services Start Date, the Go-Live Date, the issuance of any monthly invoice, or the commencement of any Licensing-Fee-bearing Services; and (ii) Monument has entered into this Agreement and the applicable Order Form, and has agreed to invest in implementation, integrations, configuration, training, and other onboarding activities, in material reliance on Customer’s commitment to the full Contract Term, and Customer would not be entitled to such investment but for that commitment.

E.  Disclaimer. Except for the limited warranties described in this Section 10 (Warranties and Disclaimer), Monument makes no other express or implied warranties with respect to the Services, Rental Website, Platform, Implementation Services, or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this Section 10 (Warranties and Disclaimer), the Services, Rental Website, Platform, and Implementation Services are provided “as is.” Monument does not warrant that the Services, Rental Website, Platform, or Implementation Services will satisfy Customer’s requirements, are without defect or error, or that the operation of the Rental Website or Platform will be uninterrupted. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to Customer.

11. Indemnification.

A.    By Monument.

Defense. At Customer’s option and request, Monument will defend Customer from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on an allegation that Customer’s use of the Platform or any elements of the Rental Website provided by Monument in accordance with this Agreement infringes any third-party Intellectual Property Rights. If Customer requests Monument to defend it from any Monument Indemnifiable Claim, Customer will: (a) give Monument prompt written notice of the Monument Indemnifiable Claim; (b) grant Monument full and complete control over the defense and settlement of the Monument Indemnifiable Claim; (c) provide assistance in connection with the defense and settlement of the Monument Indemnifiable Claim as Monument may reasonably request; and (d) comply with any settlement or court order made in connection with the Monument Indemnifiable Claim. Notwithstanding the previous sentence, Monument will not enter into any settlement that involves an admission of guilt or liability of Customer without Customer’s prior written consent. Customer may participate in the defense of a Monument Indemnifiable Claim at its own expense and with counsel of its own choosing.

Combinations. Monument will have no obligation for any infringement of Intellectual Property Rights relating to Customer’s use of the Platform, or the Rental Website to the extent arising out of: (1) use of the Platform or Rental Website in combination with other products or services not recommended or provided by Monument; (2) designs, requirements, or specifications required by or provided by Customer; (3) use of the Platform or Rental Website in breach of this Agreement or outside the scope of the license granted to Customer; (4) Customer’s failure to use the Platform or Rental Website in accordance with the Documentation; (5) any modification of the Platform or Rental Website not made or authorized in writing by Monument; or (6) Third-Party Services.

Indemnification. Monument will indemnify Customer from and pay: (a) all damages, costs, fines, judgments, expenses, liabilities, and attorneys’ fees reasonably incurred by Customer in any Monument Indemnifiable Claim; and (b) all amounts that Monument agrees to pay to any third party to settle any Monument Indemnifiable Claim.  Monument’s obligation to defend and indemnify Customer pursuant to this Section constitutes Customer’s sole and exclusive remedy for any third-party claim alleging that the Services infringe or otherwise violate any third-party’s intellectual property rights.

B.  By Customer.

Defense. At Monument’s option and request, Customer will defend the Monument Indemnified Parties from any actual or threatened third-party claim, proceeding, suit, action, or inquiry (a) made by any End User or (b) arising out of or based on Customer’s breach of Sections 4 (Restrictions and Responsibilities), 6 (Confidentiality) or 9 (Warranties and Disclaimer). If Monument requests Customer to defend it from any Customer Indemnifiable Claim, Monument will: (1) give Customer prompt written notice of the Customer Indemnifiable Claim; (2) grant Customer full and complete control over the defense and settlement of the Customer Indemnifiable Claim; (3) provide assistance in connection with the defense and settlement of the Customer Indemnifiable Claim as Customer may reasonably request; and (4) comply with any settlement or court order made in connection with the Customer Indemnifiable Claim. Notwithstanding the previous sentence, Customer will not enter into any settlement that involves an admission of guilt or liability of Monument without Monument’s prior written consent. Monument may participate in the defense of a Customer Indemnifiable Claim at its own expense and with counsel of its own choosing.

Indemnification. Customer will indemnify the Monument Indemnified Parties from and pay: (1) all damages, costs, fines, judgments, expenses, liabilities, and attorneys’ fees reasonably incurred by the Monument Indemnified Parties in any Customer Indemnifiable Claim; and (2) all amounts that Customer agrees to pay to any third party to settle any Customer Indemnifiable Claim.

C.  IP Infringement. If use of the Platform or any portion of the Rental Website provided by Monument is held to infringe (or if Monument reasonably believes will be held to infringe) any third-party Intellectual Property Rights, Monument may, at its option and expense: (1) modify the Platform or Rental Website to make them non-infringing; or (2) obtain a license that permits Customer to continue using the Platform or Rental Website. If Monument does not believe either option is reasonably practicable, Monument may terminate this Agreement. Section 11.A (By Monument) states Monument’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Platform or Rental Website.

12. Limitations of Liability.

A.  Exclusion of Damages. Except for damages resulting from gross negligence or willful misconduct, neither Monument nor its suppliers, officers, affiliates, representatives, contractors, or employees will be liable to Customer for any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, including lost profits, loss of business, or loss of data, even if Monument is apprised of the likelihood of such damages occurring.

B.  Damages Cap. Except for damages resulting from gross negligence, Monument’s total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, will not exceed the total amount paid by Customer to Monument during the 12 months immediately preceding the claim (determined as of the date of any final judgment in an action).

C.  Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 12 (Limitations of Liability) will apply to Customer solely to the extent permitted by Applicable Law.

13. Insurance.

Customer will obtain and maintain throughout the Term comprehensive general liability insurance and professional liability insurance in amounts that are commercially reasonable and customary for its operations. Customer will provide a copy of any such policy or a certificate evidencing the policy upon Monument’s written request.

14. Arbitration.

Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in Dallas, Texas. The Arbitration will be conducted in English. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be each party’s Confidential Information. The arbitrator’s award may include compensatory damages against either party but the arbitrator will not be authorized to and will not award punitive damages against either party. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by Applicable Law and to the extent not already in the public domain. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) seek injunctive relief in a court of law; or (B) to file suit in a court of law to address an intellectual property infringement claim.

15. Publicity.

Monument may publicly list Customer as a customer of Monument and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communication with existing or potential Monument customers or investors.

16. Compliance with Applicable Law.

Customer will comply with all Applicable Law in connection with exercising its rights or performing its obligations under this Agreement.

17. Miscellaneous.

A.  Governing Law. This Agreement is governed by Texas law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Subject to Section 14 (Arbitration), all claims arising under this Agreement will be litigated exclusively in the federal or state courts of Dallas, Texas. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

B.  Non-Solicitation. During the Term and for two years thereafter, Customer will not directly or indirectly solicit for employment or otherwise induce, influence, or encourage any employee or contractor of Monument to terminate their engagement with Monument. This Section 17.B will apply solely to the extent permitted by Applicable Law.

C.  Injunctive Relief. If either party breaches Sections 4 (Restrictions and Responsibilities) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.

D.  Further Assurances. Each party will execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in this Agreement.

E.  Assignment. Neither party may assign this Agreement or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns. For Order Forms with Full Facility Scope, Customer shall not transfer, sell, or otherwise dispose of any Facility within the Full Facility Scope to a third party (other than a Customer Affiliate that agrees in writing to be bound by this Agreement with respect to such Facility) except in accordance with Section 9.H (Divestiture of Live Facilities), and Customer shall comply with the notice, assumption, and fee provisions of Section 9.H (Divestiture of Live Facilities) with respect to any such transfer, sale, or disposition.

F.  Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

G.  No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

H.  Entire Agreement. This Agreement (including any Order Forms and the API Services Agreement incorporated under Section 8.B (API Tiers)) constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter (including any nondisclosure agreements entered into in anticipation of this Agreement). Any additional provisions (including any “click wrap” terms, terms referenced via URL, or otherwise) in any purchase order or other document provided by Customer will be void and have no binding effect on Monument, except as described in Section 2.A (Order Forms). No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement the terms of this Agreement.

I.  Amendment. Except as expressly permitted in Section 8.B (API Tiers) and Section 8.E (Modifications to the API; Customer Integrations), under which Monument may update the API Services Agreement and the API Parameters as provided therein, this Agreement may only be amended in a writing signed by both parties and stating that it is amending this Agreement.

J.  Relationship. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties.

K.  No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement.

L.  Notices. All notices under this Agreement must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Customer will be sent to the address listed on the Order Form. All notices to Monument will be sent to:

Monument Software, Inc.
PO Box 670205
Dallas, TX 75367
Email: privacy@monument.io

M.  Force Majeure. Monument will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Monument’s reasonable control, so long as Monument uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Monument to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement.

N.  Interpretation. Any heading, caption, or section title contained in this Agreement is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”

O.  Counterparts. This Agreement may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.

(Jul-31-2026)