API Addendum

1. Definitions. In addition to other capitalized terms defined elsewhere in this API Attachment (this “Attachment”), the following capitalized terms shall have the respective meanings noted below.

a. “Application” means any software application, website, mobile application or other method or methodology that utilizes the Enumerate API to exchange Enumerate Data to and from Customer, Client and/or Bank (i) for Customer’s own internal business purposes and (ii) in conjunction with which no payment is charged or received by Customer, Client, Bank or any third party.

b. “Bank” means the bank where Customer or a Client maintains: (i) the primary account from which it makes the majority of its payments and (ii) the primary account from which it receives the majority of its deposits.

c. “Client” means any community, association, condominium association, homeowners association, common interest development, any similar association or organization, or a neighborhood of one or more apartments, businesses, condominiums or homes for which Customer is actively providing management services.

d. “Documentation” means collectively any and all documentation and/or sample code regarding the Enumerate APIs or Enumerate’s trademarks, logos, or service marks provided or made available to Customer by Enumerate hereunder.

e. “Interfaces” mean the data collection and input routines that interface to the Enumerate APIs, as well as data reporting routines developed by or for Customer in accordance with the Documentation and this Attachment.

f. “IP Rights” mean any and all now known or hereafter known tangible and intangible patent, copyright, moral, trademark, or other intellectual property rights, whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, or divisions or reissues thereof, appertaining to Proprietary Information, as of the Effective Date or thereafter in force (including any license or other rights in the foregoing).

g. “Proprietary Information” means, collectively and without regard to form, (i) any thirdparty information that Enumerate has agreed to treat as confidential, (ii) Enumerate’s information regulated by applicable state or federal law concerning disclosure or use (the information described in this clause 1.6(ii) being “Trade Secrets”), and (iii) nonpublic information (other than trade secrets existing under applicable law) of value to Enumerate (the information described in this clause 1.6(iii) being “Confidential Information”).

h. “Enumerate APIs” mean means application programming interface(s) that allows an Application to access Enumerate Data.

i. “Enumerate Data” means any and all information relating to Customer accessible by or from Enumerate.

j. “Enumerate Materials” mean the Enumerate APIs, the Documentation, the Enumerate Software and Applications, the Enumerate trademarks, logos, and service marks, and the Enumerate Systems.

k. “Enumerate Central” means Enumerate’s proprietary accounting and management software products and services (as the same may be updated, upgraded, modified, replaced or substituted from time to time).

l. “Enumerate Systems” mean Enumerate’s computer and network systems, and any computer or network systems used by Enumerate to host Enumerate APIs or Enumerate Software, accessed by any Application.

2. License Grant. Subject to the terms and conditions of this Attachment and Customer’s payment of all Enumerate’s license fees therefor, Enumerate shall grant to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license: (i) copy and use the Documentation and the Enumerate APIs solely as necessary to develop the Interfaces and to incorporate the Interfaces solely into an Application; (ii) exchange information with the Enumerate Systems via an Application as reasonably necessary to test such Application; and (iii) use a tested Application solely for Customers’ own internal business purposes and for no other purpose. Customer may authorize its Bank to create and test Applications on Customer’s behalf, only for Customer’s sole internal business purposes.

3. License Conditions. All licenses granted by Enumerate in this Attachment are subject to the following conditions.

a. Testing. Prior to its use, Customer shall ensure that the Application is sufficiently tested to ensure that it will not adversely affect Enumerate Materials.

b. Limits on Access to Enumerate Data. Without the prior written consent of Enumerate, Customer shall not resell, republish, enter into an agreement with, or allow a third party to use Enumerate Data accessed via the Enumerate API. Authorized third parties’ use of Enumerate Data via the Enumerate API will be controlled by a multi-key system. Enumerate may issue Customer a unique access key (the “Customer Key”). At Customer’s request and subject to Enumerate’s approval, Enumerate may generate an access key for use by a Enumerate-authorized third party to access Enumerate Data (the “Third-Party Key”). Authorized third parties will only have access to a particular Customer’s Enumerate Data for so long as the Customer Key and Third-Party Key for such Customer are both enabled. The issuance and revocation of Third-Party Keys is at Enumerate’s sole discretion. Upon notification of a Customer’s request to revoke a Third-Party Key, Enumerate will disable that Third Party Key. Customer will not share its Customer Key with any third party.

c. Source Code. Those portions of the Application containing Interfaces shall be distributed only in object code form. The Application shall not contain any “open source” code or be distributed in any form or manner that: (i) requires as a condition of use, modification and/or distribution of the Application that such licensed or otherwise distributed Interfaces distributed with the Application (a) be disclosed or distributed in source code form, (b) is subject to a right of anyone to prepare derivative works therefrom, or (c) be redistributable at no charge; or (ii) could otherwise impose any limitation, restriction, compulsory license, or condition on the right or ability of a third party to use or distribute the Application.

d. No Reverse Engineering. Customer will not reverse engineer, decompile, or disassemble any of the Enumerate Materials.

e. Support and Maintenance of the Application. Customer shall, at its sole expense, provide all maintenance and support for the Application.

f. Acceptable Use. Customer shall comply with Enumerate’s Privacy Policy set forth at Enumerate’s website as updated from time to time (the “Privacy Policy”). Customer shall not and will not permit others to engage in activities prohibited by Enumerate and will investigate any alleged instances thereof including, without limitation: (i) intentionally accessing data not intended or authorized for their use; (ii) logging into an account for which it is not authorized; (iii) attempting to probe, scan, or test the vulnerability of the Enumerate Materials; (iv) attempting to breach security or authentication measures without proper authorization or otherwise interfere with the Enumerate Materials; (v) taking any action in order to obtain the Enumerate APIs or Enumerate Software or any other Enumerate service to which it is not authorized; (vi) using or accessing the Enumerate Systems in any way which, in Enumerate’s reasonable judgment, adversely affects the performance or function of the Enumerate Systems or interferes with the ability of authorized persons or entities to access the Enumerate Systems; (vii) interfering with the Enumerate Materials by submitting a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing” the Enumerate Materials; (viii) associate, input or upload to the Enumerate Systems any virus, Trojan horse, worm, time bomb or other computer programming routines that (A) are intended to damage, interfere with, intercept or expropriate the Enumerate Systems or functionality of such Enumerate Systems or (B) infringe the intellectual property rights of another; (ix) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; or (x) using the Enumerate Materials to create, transmit, distribute, or store material that (A) violates the IP Rights or privacy, publicity, or other rights of third parties, (B) impairs the privacy of communications of any person, (C) is illicit, immoral or otherwise objectionable, or (D) assists or permits any persons in engaging in any of the activities described above.

g. Restriction on Access. Notwithstanding anything to the contrary herein, Enumerate may prohibit access to (including but not limited to, by suspending Customer’s rights to access) any part of the Enumerate Systems or the Enumerate APIs as necessary, in Enumerate’s sole discretion, including, without limitation, (i) to prevent access to any part of Enumerate Systems or the Enumerate APIs that is not in compliance with the terms and conditions of this Attachment, (ii) to correct a material error in the Enumerate Systems or the Enumerate APIs, or (iii) to comply with a law, regulation or rule or any ruling of a court or other body of competent jurisdiction.

h. Enumerate Notices. Customer shall include in every copy of the Application a prominent reproduction of Enumerate’s copyright and proprietary notices in a form and format specified by Enumerate.

4. Enumerate-Required Changes. Enumerate may terminate, provide error corrections, modifications, updates, enhancements or revisions (“Updates”) to, alter, modify or supplement any or all of the Enumerate Materials, including any services or systems associated with such materials, at any time. Customer shall make commercially reasonable efforts to ensure that all Applications comply with any changes to the Enumerate Materials, including any Updates, by the effective date of such changes as specified in a notice from Enumerate.

5. Testing and Production Environments. While an Application, or any new version of an Application, incorporating an Interface is under development, such Application or new version of an Application, as applicable, will exclusively access and use the testing environment designated in the Documentation to reach the Enumerate Systems. Customer will ensure that all commercially available Applications exclusively access and use the production environment designated in the Documentation to reach the Enumerate Systems and cease all access and use of the testing environment designated in the Documentation. Enumerate may at any time require Customer to submit to Enumerate for review and approval any Application. By submitting an Application to Enumerate, Customer grants Enumerate and its affiliates the right to use the Application for purposes of testing and evaluating such Application’s compatibility and suitability for use with Enumerate Software and compliance with the terms of this Attachment. Customer agrees to answer questions and provide information and materials reasonably requested by Enumerate regarding such submitted Application, the operation of Customer’s business, or the performance of any of Customer’s obligations under this Attachment. Customer understands and agrees that Enumerate shall have no liability for any costs, expenses, and/or damages, including any development or marketing expense and potential lost profits or business opportunities that arise out of or result from Enumerate’s review and approval or rejection of a submitted Application. If Customer makes any changes to an Application, including any patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, or user interface of such Application, Enumerate may, in its sole discretion, require Customer to re-submit such Application for approval. The fact that Enumerate has reviewed, tested, or approved any of Customer’s Applications does not relieve Customer of any of its obligations under this Attachment.

6. Notification of Security Breach. Customer shall notify Enumerate of any security breach of Enumerate Data within Customer’s system, network or application as soon as reasonably practicable after such breach.

7. Feedback. Customer agrees that Enumerate may use Customer’s feedback, suggestions, or ideas (“Feedback”) in any way, including in future modifications of the Enumerate Materials and other products or services, advertising or marketing materials, and that Customer has no right to object thereto or to receive any form of compensation derived therefrom. Customer grants Enumerate a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the Feedback Customer provides to Enumerate in any way.

8. Ownership Rights. Except as expressly provided herein, Enumerate grants no rights to Customer in or to any of the Enumerate Materials. Enumerate owns and shall retain all right, title and interest in and to: (i) the Enumerate Materials and all IP Rights of Enumerate; and (ii) all improvements, updates, modifications, or enhancements made to the Enumerate Materials, whether or not conceived or made in the course of or as a result of Feedback provided hereunder, and of all intellectual property rights therein (collectively, the “Improvements”) made at any time. Customer acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Enumerate’s ownership of or rights with respect to the Enumerate Materials. Customer acknowledges that its contribution in the form of Feedback, services, expenditures, logs, or otherwise to the Enumerate Materials shall not imply or grant it any right, title, or interest in the Enumerate Materials and, to the extent that Customer may be deemed by operation of law to acquire any such right, title, or interest, Customer hereby assigns and transfers to Enumerate all right, title, and interest in the Feedback, Improvements, and Enumerate Materials it may have now or in the future. At Enumerate’s reasonable request, Customer shall execute all documentation, instruments and assignments and take all necessary further action to perfect Enumerate’s rights in the Feedback, Improvements, and Enumerate Materials.

9. Term and Termination.

a. Term. This Attachment shall remain in effect until terminated by either Party upon not less than ten (10) days’ prior written notice to the other Party, which notice shall state the intention to terminate this Attachment.

b. Termination. Upon the termination of this Attachment for any reason whatsoever:

i. all rights and licenses granted by Enumerate hereunder shall immediately cease and be terminated;

ii. Customer shall immediately cease and desist from all access to and use of the Enumerate Materials, and, within five (5) business days after the effective date of termination, deliver to Enumerate or its duly authorized representative, or certify in writing that it has destroyed, all materials provided to Customer by Enumerate, including, without limitation, all copies of the Enumerate Materials, Enumerate Data and all other Proprietary Information , including all copies of such materials and information stored on electronic media; and

iii. Customer shall not be entitled to any compensation from Enumerate as a result of the termination of this Attachment. Termination of this Attachment shall not relieve Customer of its surviving obligations hereunder. 10. Survival. Sections 8, 9.2, 10, 11, and 12 shall survive the termination or expiration of this Attachment for any reason whatsoever.

11. Confidentiality.

a. Restrictions on Disclosure. During the term of this Addendum and for a period of five (5) years after its termination, except as otherwise mandated by law, Customer shall not use, disclose, or permit any person or entity access to any Enumerate Data, information provided from the Enumerate Systems or generated in connection with the use of the Enumerate APIs, or Proprietary Information, except as specifically permitted hereunder. Without limitation of the foregoing, Customer agrees that this Attachment and its terms and conditions are Confidential Information. Customer acknowledges that if it breaches this Section 12, Enumerate may have no adequate remedy at law available to it, may suffer irreparable harm, and therefore may be entitled, in addition to other available remedies, to an injunction restraining any actual, threatened or further breaches of Customer’s obligations under this Section 12, or any other appropriate equitable order, interim relief or decree available in the applicable territory.

b. Use of Information. Customer shall not aggregate the Enumerate Data or derive or develop information, services or products that use the Enumerate Data other than as expressly permitted under this Attachment. Customer shall comply with all applicable laws governing the collection or use of personally identifiable information.

12. Indemnity. Customer shall indemnify and defend Enumerate, its successors and assigns, and their respective officers, directors, managers, employees, agents, and other representatives from and against any and all claims, losses, judgments, liabilities, expenses (including attorneys’ fees), fines, penalties, and other damages (each of the foregoing being a “Claim”) that arise out of or relate to: (i) any Application; (ii) any actions or inactions of Customer, Client, Bank, their affiliates, or any third parties claiming by or through any of them; (iii) the use, handling, storage, lack of access, processing, loss or breach of any Enumerate Data or any system containing or communicating any Enumerate Data; or (iv) Customer’s breach of this Attachment.