Terms of Service

These Terms of Service (the "Terms") are a binding agreement between you and Ark Entertainment LLC, an Illinois limited liability company doing business as "TTwelve" ("TTwelve," "we," "us," or "our"). Please read them carefully.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF TTWELVE'S LIABILITY, AN ASSUMPTION OF RISK, A MANDATORY INDIVIDUAL ARBITRATION REQUIREMENT, A CLASS-ACTION WAIVER, AND A SHORTENED PERIOD FOR BRINGING CLAIMS.

1. AGREEMENT, DEFINITIONS, AND ACCEPTANCE

1.1 Definitions. In these Terms:

(a) "Customer," "you," or "your" means: (i) where an individual accepts these Terms and procures or uses the Service for that individual's own account, that individual; (ii) where an individual accepts these Terms on behalf of an organization or entity, that organization or entity, but only to the extent the individual has authority to bind it as provided in Section 2; and (iii) each applicable property-owning entity, investment vehicle, portfolio, or other entity, but only to the extent the individual accepting these Terms actually has authority to bind it and the Service is procured or used on its behalf. The individual who accepts these Terms does not become personally liable for Customer's subscription, payment, or other obligations merely by accepting on an entity's behalf; that individual's personal representations and obligations are limited to those in Section 2.

(b) "TTwelve," "we," "us," or "our" means Ark Entertainment LLC and its successors and assigns.

(c) "TTwelve Parties" means TTwelve and its past, present, and future parent, subsidiary, and affiliated entities, and each of their respective owners, members, managers, directors, officers, employees, contractors, agents, representatives, licensors, and suppliers. Where these Terms expressly extend a right, disclaimer, limitation, exclusion, indemnity, arbitration right, or defense to the TTwelve Parties, each TTwelve Party is an intended third-party beneficiary and may invoke and enforce that provision directly, whether or not a signatory.

(d) "Service" means the TTwelve ownership-intelligence and operational-intelligence service, including the TTwelve websites, applications, registration and onboarding process, data ingestion, analysis, and all Outputs, together with any related technology, features, and communications made available by TTwelve, as they may change from time to time.

(e) "Customer Data" means any information, materials, reports, or data that Customer or any person acting on Customer's behalf submits to, authorizes to be submitted to, or makes available to TTwelve or the Service, including financial statements, rent rolls, leasing reports, delinquency and collections information, operating reports, property-management reports, and other property, operating, financial, or management information.

(f) "Outputs" means any results, analyses, or materials that TTwelve or the Service generates, produces, or makes available, including the TTwelve Signal, findings, assessments, scores, statuses, trends, forecasts, alerts, calculations, narratives, and any other analytical output.

(g) "TTwelve Signal" means the analytical deliverable of that name produced by the Service, in any form or format, as it may change from time to time.

(h) "Order" means the checkout page, order form, quote, subscription confirmation, invoice, or other transaction record presented to and accepted by Customer that sets out the commercial terms of Customer's subscription.

Additional terms are defined where they first appear, including TTwelve Materials (Section 4.1), Feedback (Section 4.5), Protected Source, Aggregated and De-Identified Information, and Benchmark Information (Section 5.1), Provider (Section 3.8), Confidential Information (Section 12.1), and Regulated Personal Information (Section 13.1).

1.2 Acceptance. Customer agrees to these Terms by affirmatively accepting them through TTwelve's registration, checkout, onboarding, or other acceptance process. Customer may not access or use the Service unless Customer has accepted these Terms. Following acceptance, these Terms apply to all access to and use of the Service by Customer and by any person Customer authorizes or permits to access or use the Service. The mechanics and record of acceptance are addressed in Section 23.8.

1.3 Privacy Policy and related documents. TTwelve's handling of personal information is described in the TTwelve Privacy Policy, available at https://ttwelve.co/privacy/. The Privacy Policy is provided for transparency about TTwelve's information practices; it is not incorporated into these Terms as a source of contractual warranties or obligations. If TTwelve and Customer enter into a separate written agreement or data processing addendum that expressly references these Terms and states that it modifies them, that document controls only to the extent of the express conflict and only as expressly stated.

1.4 Interpretation. Headings are for convenience only. "Including," "includes," and "such as" mean "including without limitation." The singular includes the plural and vice versa. References to a document or to these Terms include amendments made in accordance with them.

2. AUTHORITY, DATA RIGHTS, AND RELIANCE

2.1 Business use. Customer represents and warrants that it procures and uses the Service solely for business, commercial, investment, ownership, or professional purposes, and not primarily for personal, family, or household purposes. The Service is offered only to businesses and to individuals acting for business or commercial purposes.

2.2 Capacity. The individual accepting these Terms represents and warrants that they are at least 18 years old and have the legal capacity to enter into a binding agreement.

2.3 Authority to bind. The individual accepting these Terms represents and warrants that: (a) if accepting for their own business account, they are entering into these Terms on their own behalf; and (b) if accepting on behalf of any organization or entity, they have full right, power, and authority to enter into these Terms on behalf of, and to legally bind, that organization or entity and every organization or entity they identify as a Customer or on whose behalf they procure or use the Service, including any ownership organization, property-owning entity, investment vehicle, portfolio entity, affiliate, and any other organization for which the Service is procured or used.

2.4 Authority to enroll. Customer, and the individual accepting these Terms, represent and warrant that they have authority to enroll in the Service, and to procure the Service with respect to, each property, portfolio, and entity they submit to or identify in the Service.

2.5 Rights in Customer Data. Separately from the authority to enter into these Terms, Customer represents and warrants that it has, and will maintain for so long as Customer Data is provided to or processed by TTwelve, all rights, authority, permissions, consents, licenses, and authorizations reasonably necessary to (a) provide, submit, transmit, or disclose the Customer Data to TTwelve or to authorize its provision to TTwelve, and (b) permit TTwelve and the TTwelve Parties to receive, store, process, analyze, and use the Customer Data to provide the Service and generate Outputs in accordance with these Terms. Customer need not own the Customer Data, but must have sufficient legal rights and authority to provide it and to authorize TTwelve's processing of it. This representation applies regardless of the source of the Customer Data, including Customer Data originating from or concerning property managers, management companies, third-party systems, lenders, or other parties, and regardless of who transmits it.

2.6 Individual's authority to cause data to be provided. To the extent the individual accepting these Terms personally provides Customer Data to TTwelve, directs or instructs another person to provide it, authorizes its transmission, or otherwise causes it to be provided to TTwelve, that individual represents and warrants that they have authority to do so on behalf of the relevant Customer or entity, and to authorize TTwelve's receipt and processing of that Customer Data. This is a representation by the individual concerning their own authority to act; it is not a personal warranty as to the underlying rights, permissions, or consents in the Customer Data itself, which are addressed by Customer's representations in Section 2.5.

2.7 No conflicting restriction. Customer represents and warrants that the provision of Customer Data to TTwelve, and TTwelve's use of it to provide the Service, do not and will not violate any agreement, obligation of confidentiality, law, or right of any third party. The individual accepting these Terms makes this representation personally only as to matters within that individual's own authority or actual knowledge.

2.8 TTwelve's reliance; no duty to investigate. TTwelve is entitled to rely on the representations, warranties, and information provided under these Terms without independent verification. TTwelve has no obligation to investigate, confirm, or verify, has no duty of inquiry, and assumes no responsibility for confirming, and Customer agrees that TTwelve's provision of the Service constitutes no representation by TTwelve concerning: legal or beneficial ownership; organizational or capital structure; ownership of or rights in any property; authority resolutions, operating agreements, partnership agreements, or internal corporate approvals; management or property-management agreements; agency relationships; lender or other stakeholder restrictions; data-use restrictions; the permissions of other stakeholders; or the existence, scope, or accuracy of any authority, permission, consent, or data right. Constructive knowledge, "should have known," and negligence-based theories of any duty to investigate are disclaimed to the maximum extent permitted by law. This Section 2.8 applies except to the extent its limitation is prohibited by applicable law.

2.9 Personal responsibility for authority representations. The individual accepting these Terms understands that a person who assumes to act as an agent warrants to those who deal with them that they have the authority they assume. That individual personally makes, and is personally responsible for the truth of, the representations in Sections 2.2, 2.3, 2.4, and 2.6, and, to the extent made personally under Section 2.7, the matters within that individual's own authority or actual knowledge. If any such personally made representation was untrue when made and TTwelve or any TTwelve Party relied on it, the individual is personally responsible to TTwelve and the TTwelve Parties for the resulting losses, liabilities, claims, damages, costs, and expenses, to the maximum extent permitted by law, without limiting any other rights or remedies available under these Terms, at law, or in equity. This personal responsibility is limited to the representations identified in this Section 2.9 and the consequences of TTwelve's reliance on them, and does not make the individual a guarantor of Customer's subscription or payment obligations, Customer's performance, any continuing Customer representation not personally made by the individual, the acts of Customer's other personnel or agents, or any other obligation of Customer.

2.10 No limitation on establishing that an entity is bound. If the individual accepting these Terms lacks authority to bind an organization or entity, that organization or entity is not bound by these Terms solely by reason of the unauthorized acceptance. This Section states only that an unauthorized acceptance does not by itself bind an entity; it does not limit, and expressly preserves, every basis on which an entity may be bound under applicable law, including actual authority, apparent or ostensible authority, ratification, estoppel, acceptance or retention of the benefits of the Service, and subsequent conduct. TTwelve reserves all such theories.

2.11 Continuing accuracy; notice of change. Customer is responsible for keeping current all authority and data-rights information on which TTwelve relies, and for ensuring that the representations in this Section 2 remain true for so long as Customer uses the Service or provides Customer Data. Customer will notify TTwelve promptly if any of them ceases to be true, including if the authority of any individual to act for Customer changes or terminates; if authority or rights to provide any Customer Data are revoked or restricted; if Customer loses authority with respect to any enrolled property or entity; if a management relationship concerning an enrolled property terminates; if an enrolled property or entity is sold or transferred; or if any permission necessary for TTwelve's processing ceases. TTwelve is entitled to continue relying on the most recent representations and information Customer provided until Customer gives such notice and TTwelve has a reasonable period to act on it. Such notice operates prospectively only, and Customer remains responsible for all activity and Customer Data occurring or provided before TTwelve has a reasonable opportunity to act on it.

3. CUSTOMER DATA: RIGHTS GRANTED TO TTWELVE

3.1 No transfer of ownership. TTwelve does not acquire ownership of Customer Data by receiving, storing, hosting, reproducing, transmitting, processing, normalizing, structuring, transforming, analyzing, or otherwise handling it. Nothing in these Terms transfers, assigns, or conveys to TTwelve any ownership or proprietary right that Customer or any third party otherwise has in Customer Data, except for the licenses and rights expressly granted to TTwelve under these Terms. These Terms do not determine, and TTwelve makes no representation concerning, whether Customer or any other person owns or holds any proprietary right in any Customer Data. Regardless of whether particular information, facts, or data contained in Customer Data are independently subject to intellectual-property protection, TTwelve's rights to use Customer Data and the information contained in it are governed by the express rights and licenses granted in these Terms, together with TTwelve's applicable confidentiality and legal obligations. Any ownership or other rights that Customer or a third party may have in Customer Data do not, merely because Customer Data is provided to or used as an input to the Service, create or confer any ownership, license, or other right in or to TTwelve Materials, the Service, or TTwelve's analytical methods, calculations, models, methodologies, schemas, mappings, taxonomies, prompts, workflows, rules, algorithms, software, know-how, improvements, or other intellectual property, which are addressed in Sections 4 and 11.

3.2 License and authorization. Customer grants TTwelve, and to the extent Customer does not hold proprietary rights in particular Customer Data but is authorized to permit its processing, Customer authorizes TTwelve to exercise, a non-exclusive, worldwide, royalty-free, fully paid, sublicensable right and license to receive, access, host, store, maintain, reproduce, transmit, import, export, parse, extract, convert, format, clean, validate, correct, standardize, normalize, structure, organize, classify, map, match, combine, compare, reconcile, enrich, calculate, transform, analyze, process, display, and otherwise use Customer Data, and to generate Outputs from and create TTwelve Materials from or using Customer Data, in each case for the purposes permitted under these Terms. This includes the right to perform these operations using software, automated systems, algorithms, statistical methods, machine-learning systems, and artificial-intelligence systems, subject to Section 6.

This Section 3.2 applies to all Customer Data, regardless of its source, format, structure, or method of transmission, and regardless of whether it is provided to TTwelve by Customer directly or by any user authorized by Customer or by any property manager, management company, employee, agent, representative, vendor, system, integration, or other person or system acting at Customer's direction or with Customer's authorization.

The rights granted include the right to make and retain technical and operational copies of Customer Data as reasonably appropriate for hosting, caching, backup, disaster recovery, business continuity, logging, monitoring, security, fraud prevention, debugging, error correction, testing, support, and quality assurance, and to use Customer Data for service improvement to the extent otherwise permitted under these Terms. TTwelve is not required to demonstrate that any individual technical or operational activity was strictly necessary to produce a particular Output, provided the activity is reasonably related to a purpose permitted under these Terms.

The rights granted in this Section 3.2 are a license and authorization only and, consistent with Section 3.1, do not transfer ownership of Customer Data to TTwelve. They do not authorize TTwelve to sell Customer Data in identifiable form, to publicly disclose Customer Data in identifiable form, or to use Customer Data in identifiable form for advertising or for purposes unrelated to the purposes permitted under these Terms. This limitation does not limit TTwelve's rights with respect to Aggregated and De-Identified Information under Section 5, TTwelve Materials under Section 4, or Outputs under Sections 4 and 11, and does not limit disclosures required by law or legal process or made in connection with security, fraud prevention, or enforcement of these Terms.

3.3 Duration; no unilateral revocation. The rights granted in Section 3.2 take effect with respect to particular Customer Data when that Customer Data is provided to TTwelve and continue during the term of these Terms. Following termination or expiration, those rights continue only to the extent, and for so long as, these Terms expressly permit TTwelve to retain or use the applicable Customer Data, or as reasonably necessary for TTwelve to exercise rights or perform obligations that survive, including compliance with applicable law. Customer may not unilaterally revoke, terminate, rescind, suspend, or otherwise restrict or condition the rights granted in Section 3.2, except through termination or expiration of these Terms in accordance with their terms. Termination or expiration does not affect any right that expressly survives, including under Sections 4, 5, and 15.

3.4 Permitted purposes; Customer authorization. Customer expressly authorizes TTwelve to receive and process Customer Data for the purposes permitted under these Terms. This authorization applies to all Customer Data when and as it is provided to TTwelve, including Customer Data provided by any person or system described in Section 3.2, and is a continuing authorization that remains effective for so long as TTwelve is entitled to process that Customer Data. No separate or additional authorization is required for any particular item of Customer Data, any particular transmission, any particular processing operation, or any subsequent processing of Customer Data previously provided.

The purposes permitted under these Terms are:

(a) Providing and operating the Service: providing, operating, and delivering the Service; performing TTwelve's obligations and exercising TTwelve's rights; receiving, ingesting, processing, and analyzing Customer Data; generating and delivering Outputs; and creating and using TTwelve Materials;

(b) Account and commercial administration: onboarding; establishing and administering Customer's account and users; billing, invoicing, payment processing, and collections; communicating with Customer about the Service; and providing support, troubleshooting, and error correction;

(c) Technical operations: hosting, maintaining, and administering the Service and its infrastructure; caching, backup, business continuity, and disaster recovery; logging, monitoring, and auditing system performance; capacity planning; debugging; testing; quality assurance; validation; reliability, performance, and availability optimization; and infrastructure and vendor management;

(d) Security, integrity, and abuse prevention: authentication, authorization, and access control; detecting, investigating, preventing, and remediating security incidents, fraud, abuse, misuse, unauthorized access, and unlawful activity; and protecting the rights, property, safety, and security of TTwelve, the TTwelve Parties, customers, users, providers, and other persons;

(e) Development, evaluation, and improvement: developing, maintaining, evaluating, testing, validating, improving, optimizing, and enhancing the Service and TTwelve's analytical methods, methodologies, rules, logic, systems, workflows, schemas, mappings, taxonomies, software, features, and related capabilities. TTwelve's rights under this paragraph include developing and improving the Service and those methods and capabilities generally, and any resulting development, improvement, or capability may benefit TTwelve, the Service, and TTwelve's customers generally and is not limited to the Customer whose Customer Data contributed to the work. This paragraph is subject to Section 6 and does not authorize disclosure of Customer Data in identifiable form to another customer or use of Customer Data in identifiable form to provide the Service to another customer;

(f) Internal business operations: reasonable internal business operations of TTwelve relating to the Service, including accounting, financial reporting, audit, tax, insurance, risk management, legal administration, vendor management, and service and business planning; and in connection with a merger, acquisition, financing, reorganization, sale of assets, or similar corporate transaction, subject to these Terms; and

(g) Legal and enforcement: complying with applicable law; responding to legal process, regulatory inquiries, and governmental requests; enforcing these Terms; and establishing, exercising, or defending legal claims.

3.5 Rights, not obligations. Each purpose identified in Section 3.4 authorizes, but does not require, TTwelve to perform the described activity. Nothing in this Section 3 creates any obligation, duty, service level, warranty, representation, standard of care, or fiduciary duty, and in particular nothing creates any duty to monitor, detect, investigate, identify, verify, validate, correct, warn of, prevent, remediate, test, audit, or perform quality assurance or security functions with respect to any error, defect, incident, deficiency, inaccuracy, fraud, misuse, unauthorized activity, or other condition, whether in Customer Data, in Outputs, in the Service, or otherwise. TTwelve's obligations are only those expressly stated in these Terms.

3.6 Evolution of the Service. The purposes permitted under these Terms apply to the Service as it exists at any time and as it changes. TTwelve may change its analytical methods, scoring and classification systems, rules, logic, workflows, models, providers, infrastructure, features, reports, interfaces, and delivery methods, and may add, modify, or discontinue capabilities, without obtaining additional authorization from Customer, provided the processing remains within the purposes permitted under these Terms. Customer's authorization is not limited to the Service or implementation existing when Customer accepted these Terms.

3.7 Scope of the authorization. Customer's authorization under this Section 3 establishes the purposes for which TTwelve may process Customer Data and nothing more. It does not give Customer any right to control, and TTwelve independently determines, the means, methods, systems, providers, and technical implementation by which TTwelve processes Customer Data and performs the Service. The authorization does not itself create any agency or fiduciary relationship. The relationship of the parties is addressed in Section 9.

3.8 Providers. TTwelve may engage the TTwelve Parties and any contractors, subprocessors, subcontractors, hosting and infrastructure providers, cloud and storage providers, network and security providers, artificial-intelligence and model providers, analytics providers, payment and communications providers, and other service providers (each, a "Provider") to process Customer Data for the purposes permitted under these Terms, and may extend to any Provider the rights granted under Section 3.2 for that purpose. TTwelve may add, replace, remove, or change Providers at any time.

TTwelve's engagement and use of Providers does not require Customer's approval, consent, or agreement, and Customer has no right to approve, reject, select, veto, or require the removal or replacement of any Provider. TTwelve is not required to identify individual Providers to Customer, to give notice before engaging, adding, replacing, or changing a Provider, or to demonstrate that any Provider, arrangement, redundancy, architecture, or method was necessary or that TTwelve could have performed the Service by other means. This paragraph does not apply to the extent mandatory applicable law requires otherwise with respect to particular information.

Providers are selected and engaged by TTwelve and not by Customer, and each Provider processes Customer Data under TTwelve's arrangements with that Provider and not under any arrangement with Customer. Customer does not engage a Provider merely because TTwelve uses that Provider. Customer's authorization under Section 3.4 extends to processing of Customer Data by Providers for the purposes permitted under these Terms. No Provider becomes Customer's agent, representative, or direct contractor merely because TTwelve uses it, and neither these Terms nor Customer's authorization creates any contractual relationship or privity between Customer and any Provider. Customer acquires no contractual right to direct or control any Provider, except to the extent mandatory applicable law expressly requires otherwise.

No Provider acquires ownership of Customer Data by reason of processing it. A Provider's processing of Customer Data is limited to the purposes permitted under these Terms, and the limitations in Sections 3.2 and 3.4(e) apply to Provider processing of Customer Data in identifiable form. Engaging a Provider does not expand the purposes permitted under these Terms. TTwelve's use of Providers to perform processing expressly permitted under this Section 3 does not constitute unauthorized use or disclosure of Customer Data and does not breach any confidentiality obligation of TTwelve.

This Section 3.8 does not create, and Customer may not assert, any duty owed by TTwelve to Customer, or any service level, warranty, representation, or standard of care, with respect to the manner or adequacy of TTwelve's selection, diligence, evaluation, vetting, monitoring, supervision, auditing, oversight, security review, or performance review of any Provider, or with respect to the continued suitability of any Provider. Neither the existence of this Section, nor the enumeration of Provider categories, nor TTwelve's engagement or use of any Provider, gives rise to any implied duty, obligation, or heightened standard of care owed to Customer. TTwelve does not assume contractual responsibility for any act or omission of a Provider merely by engaging that Provider. TTwelve's responsibility for its own express obligations is unchanged by this Section, and this Section does not expand TTwelve's liability. Liability arising from or relating to Providers is governed by Sections 13, 16, and 17. Nothing in this Section waives any obligation imposed by mandatory applicable law.

3.9 Other rights not limited. This Section 3 does not limit any right separately granted to TTwelve under these Terms, including under Sections 4, 5, 6, and 11.

4. TTWELVE MATERIALS; FEEDBACK

4.1 TTwelve Materials. "TTwelve Materials" means all technology, materials, and intellectual property created, developed, acquired, or used by TTwelve in connection with the Service, including the Service itself; software, source code, and object code; algorithms, models, and analytical logic; prompts, workflows, and configurations; analytical methods, methodologies, formulas, rules, scoring and classification systems, ranking logic, normalization logic, extraction logic, and evaluation methods; schemas, mappings, taxonomies, and data structures; templates, report formats and structures, visualizations, interfaces, and designs; documentation; and all know-how, inventions, discoveries, techniques, processes, improvements, modifications, enhancements, and generalized learnings relating to any of the foregoing, together with all intellectual property rights in each of them. TTwelve Materials do not include Customer Data.

4.2 Ownership. TTwelve owns all TTwelve Materials, including TTwelve Materials existing before Customer accepted these Terms and TTwelve Materials created, developed, acquired, modified, improved, enhanced, or generalized during the term of these Terms, including in connection with providing the Service to Customer, in the course of processing Customer Data, or as a result of Customer's use of or input concerning the Service. Termination or expiration does not divest TTwelve of any right, title, or interest in TTwelve Materials, and TTwelve may continue to use, modify, improve, develop, commercialize, and otherwise exploit TTwelve Materials after termination without restriction. Customer acquires no ownership, license, or other right in or to TTwelve Materials except as expressly granted in these Terms.

4.3 No proprietary right arising from inputs, payment, or participation. Customer does not acquire any ownership or other proprietary interest in any TTwelve Material by reason of any of the following, whether alone or in combination: that Customer Data was used as an input or contributed to its creation, development, or improvement; that it was created or developed while TTwelve was providing the Service to Customer; that it reflects learnings, observations, or refinements derived from processing Customer Data; that it is embodied, reflected, or displayed in an Output; that Customer paid subscription or other fees; that Customer provided feedback, a suggestion, a request, or a correction; that TTwelve configured, adapted, or modified anything in connection with Customer, Customer's portfolio, or Customer's properties; that a Provider participated in its creation; or that it could not have been created in the same form without Customer Data, Customer's feedback, or Customer's use of the Service.

4.4 Requested or customized materials. Even if a TTwelve Material is requested, ordered, commissioned, configured, adapted, customized, or developed specifically in connection with Customer, Customer's portfolio, or Customer's properties, and whether or not Customer paid for it: it is not a work made for hire for Customer; it is not assigned to Customer; Customer does not become its owner, joint owner, author, joint author, inventor, or joint inventor by reason of that request, order, commission, customization, development, or payment; and Customer receives only the rights expressly granted under these Terms. Customer's provision of Customer Data, Feedback, or other input does not make Customer an author, inventor, co-author, co-inventor, or co-owner of any TTwelve Material. Any rule, mapping, schema, workflow, configuration, report format, analytical method, or other TTwelve Material that TTwelve creates, adapts, or modifies in connection with Customer is a TTwelve Material owned by TTwelve. This Section does not apply to Customer Data itself.

4.5 Feedback. "Feedback" means any idea, suggestion, recommendation, feature request, correction, comment, proposed improvement, concept, request, or other input concerning the Service or TTwelve's products or services that Customer or any of its users provides to TTwelve. Feedback does not include Customer Data, and Customer Data does not become Feedback by reason of being provided or communicated to TTwelve.

(a) To the extent Customer owns or later acquires any transferable intellectual-property right in Feedback, Customer assigns that right to TTwelve, together with all rights to sue for and recover for past, present, and future infringement.

(b) To the extent any right in Feedback cannot legally be assigned, is not effectively assigned, does not constitute assignable intellectual property, or otherwise remains with Customer, Customer grants TTwelve a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable, nonexclusive right and license to use, reproduce, modify, adapt, incorporate, create derivative works of, distribute, display, perform, commercialize, and otherwise exploit that Feedback for any purpose, without attribution, accounting, approval, restriction, compensation, or any other obligation to Customer.

(c) To the extent permitted by applicable law, Customer waives, and agrees not to assert against TTwelve or its successors, assigns, or licensees, any moral right, right of attribution or integrity, or similar right in Feedback, whether or not such right is waivable.

(d) At TTwelve's request and expense, Customer will provide reasonable assistance to perfect or evidence the assignment in Section 4.5(a). Nothing in this Section 4.5 requires TTwelve to obtain any signature, execute any separate instrument, provide any consideration, or take any other step in order for the assignment or license to be effective.

(e) TTwelve owns all TTwelve Materials created using or incorporating Feedback.

4.6 Outputs and embedded TTwelve Materials. Outputs may embody, reflect, incorporate, or display TTwelve Materials. Delivery of or access to an Output does not transfer ownership of, or grant any right in, any TTwelve Material embodied in that Output, beyond the rights expressly granted with respect to Outputs. Customer's rights to use Outputs are as set forth in Section 11.

4.7 Reuse; generalized knowledge. TTwelve may use, apply, and further develop TTwelve Materials for any purpose and without restriction, including in providing the Service to other customers and in TTwelve's other and future products, services, brands, offerings, and internal tools. TTwelve and its personnel may use the generalized ideas, concepts, know-how, techniques, methods, skills, experience, and knowledge developed or retained in the course of providing the Service. Nothing in this Section 4.7 authorizes use or disclosure of Customer Data in identifiable form beyond what is permitted under these Terms, limits TTwelve's confidentiality obligations under Section 12, or displaces Sections 3.2 and 3.4(e).

4.8 No implied rights. No license or other right is granted by implication, estoppel, waiver, course of dealing, course of performance, or otherwise. All rights in TTwelve Materials not expressly granted to Customer are reserved to TTwelve.

5. AGGREGATED AND DE-IDENTIFIED INFORMATION; BENCHMARKING

5.1 Definitions. "Protected Source" means Customer, any of Customer's users, any natural person, any resident or tenant, any property, any portfolio, any management company, and any other person or entity whose identification would reveal Customer Data or the source of information derived from it. "Aggregated and De-Identified Information" means information derived from or incorporating Customer Data that satisfies the standard in Section 5.2, including statistics, distributions, averages, medians, percentiles, ranges, correlations, trends, patterns, cohorts, peer groups, thresholds, performance norms, benchmarks, comparative operating measures, scores, generalized observations and insights, and compilations, datasets, and analyses consisting of or incorporating any of the foregoing. "Benchmark Information" means Aggregated and De-Identified Information that TTwelve creates, compiles, or maintains for comparative or benchmarking purposes, whether derived from Customer Data alone or in combination with information from other customers or sources.

5.2 Standard. Information constitutes Aggregated and De-Identified Information only if, and only for so long as, it cannot reasonably be used, alone or in combination with other information reasonably available to the recipient, to identify, describe, or be linked to any Protected Source. Removing or obscuring a name, identifier, address, or label does not by itself satisfy this standard. Whether information satisfies this standard is determined by whether the standard is in fact met, and not by how TTwelve or any other person labels or characterizes the information. Information that does not satisfy this standard remains Customer Data and is governed by the other provisions of these Terms.

5.3 TTwelve's rights. Subject to Section 5.2, TTwelve may create, generate, aggregate, de-identify, compile, retain, reproduce, use, analyze, combine, compare, modify, improve, derive further information and intelligence from, disclose, distribute, publish, license, sell, incorporate into products and services, and otherwise exploit Aggregated and De-Identified Information and Benchmark Information for any lawful purpose, including research, analytics, statistics, product and service development, benchmarking, generalized insights, operational intelligence, internal tools, and current and future TTwelve products, services, brands, and offerings, and including in providing services to other customers. TTwelve owns all Aggregated and De-Identified Information and Benchmark Information that it creates, compiles, or maintains, and all intellectual property rights therein, to the fullest extent such information and rights are capable of ownership under applicable law; to the extent any such information is not capable of ownership, TTwelve's rights in it are as set forth in this Section 5. This Section does not affect Customer's rights in Customer Data as provided in Section 3.1.

5.4 Nature and duration of rights. TTwelve's rights under this Section 5 in Aggregated and De-Identified Information and Benchmark Information created before termination or expiration are perpetual, irrevocable, worldwide, royalty-free, and fully paid; require no further consent, approval, attribution, accounting, notice, or compensation; do not depend on Customer's continued subscription or use of the Service; and survive termination or expiration. Those rights continue notwithstanding the deletion, return, or cessation of retention of the underlying Customer Data, to the extent permitted by applicable law.

5.5 Benchmarking. TTwelve may combine Aggregated and De-Identified Information across customers, properties, portfolios, markets, and other sources; construct cohorts, peer groups, and comparison sets in its discretion; calculate statistics and comparative measures; establish thresholds and performance norms; compare Customer's performance against Benchmark Information; incorporate Benchmark Information into Outputs; and use, license, and commercialize Benchmark Information in current and future products and services. Customer has no right to own any Benchmark Information, derived intelligence, or underlying dataset; to access, receive, or obtain rights in information contributed by any other customer or source; to identify any other customer, property, or Protected Source represented in Benchmark Information; to require the inclusion or exclusion of any customer, property, or data in any cohort or benchmark; to direct or approve cohort construction or methodology; to audit or inspect the composition, sample, or methodology of any Benchmark Information; to require disclosure of sample sizes or composition except to the extent TTwelve elects to provide them; or to any exclusivity with respect to Benchmark Information.

5.6 No compensation. Customer is not entitled to any royalty, revenue share, fee, payment, attribution, notice, approval, accounting, audit, ownership, or other right or compensation by reason of Customer Data having been used to create, or having contributed to, any Aggregated and De-Identified Information, Benchmark Information, statistic, derived intelligence, insight, or other information.

5.7 Competitive use. TTwelve may exercise its rights under this Section 5 with respect to and for the benefit of any customer or other person, including persons who compete with Customer. Nothing in these Terms grants Customer exclusivity or restricts TTwelve from providing the Service or any other product or service to any person. This Section does not authorize use or disclosure of Customer Data in identifiable form.

5.8 No reidentification. TTwelve will not attempt to reidentify, or to identify any Protected Source from, information that TTwelve treats as Aggregated and De-Identified Information, except to test or validate whether the standard in Section 5.2 is satisfied or continues to be satisfied, or as required by applicable law or legal process. Customer will not attempt, and will not permit or assist any person to attempt, to reidentify, identify, infer, discover, or determine any other customer, property, portfolio, management company, resident, natural person, contributor, or other source represented in any Aggregated and De-Identified Information or Benchmark Information that Customer receives, and will not reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct any underlying data, dataset, cohort composition, sample, or methodology from it.

5.9 Statutory status. This Section 5 establishes a contractual standard and contractual rights. It does not determine, and is not a representation, that any information is "deidentified," "aggregate consumer information," "anonymous," or similarly characterized under any privacy or other law. Where TTwelve relies on such a status under applicable law, that status depends on the information satisfying the requirements of that law, including any technical or organizational measures, commitments, or contractual restrictions that law requires. Requirements that applicable law imposes with respect to regulated personal information do not apply under these Terms to property, operating, financial, or other business information that the applicable law does not regulate.

5.10 Information not restricted. This Section 5 does not limit TTwelve's rights with respect to information that is or becomes publicly available other than through TTwelve's breach of these Terms, was lawfully known to TTwelve without restriction before Customer provided it, is lawfully received from another source without restriction, or is independently developed by TTwelve without use of Customer Data. Section 12 governs Confidential Information and its exceptions.

5.11 Effect of deletion or termination. Termination or expiration of these Terms, or any deletion, return, or cessation of retention of Customer Data, does not require TTwelve to unwind, recompute, reconstruct, modify, retrain, reverse, or delete any Aggregated and De-Identified Information, Benchmark Information, statistic, threshold, distribution, generalized insight, derived intelligence, analytical conclusion, TTwelve Material, model, or system created before that event, or to identify, isolate, or excise any contribution of Customer Data from any of them, except to the extent mandatory applicable law requires otherwise. This Section does not create any right for TTwelve to retain Customer Data in identifiable form that TTwelve is otherwise required to delete.

5.12 Outputs. Outputs may include or reflect Aggregated and De-Identified Information or Benchmark Information. Delivery of or access to an Output does not transfer ownership of, or grant any right in, any Aggregated and De-Identified Information, Benchmark Information, underlying dataset, cohort composition, methodology, analytical logic, other customer's or source's information, or TTwelve Material, beyond the rights expressly granted with respect to Outputs. Customer's rights to use Outputs are as set forth in Section 11.

6. ARTIFICIAL INTELLIGENCE AND AUTOMATED ANALYSIS

6.1 Authorization. Customer authorizes TTwelve to use artificial-intelligence, machine-learning, statistical, algorithmic, and automated systems, whether TTwelve's own or those of Providers, to process Customer Data for the purposes permitted under these Terms. This includes submitting Customer Data, context, and related information to such systems and using them for inference, extraction, parsing, classification, normalization, structuring, summarization, comparison, anomaly detection, scoring, ranking, evaluation, validation, narrative generation, and the generation of Outputs. References in these Terms to artificial intelligence and machine learning include successor and comparable technologies, however denominated.

6.2 AI Providers. Providers of artificial-intelligence and machine-learning systems and models are Providers for purposes of Section 3.8, and that Section applies to them in full. Processing of Customer Data by such a Provider for the purposes permitted under these Terms does not constitute unauthorized use or disclosure of Customer Data and does not breach any confidentiality obligation of TTwelve merely because a Provider or a Provider's model performs part of the processing. Customer has no right to approve, reject, select, or receive notice of any model, model version, or Provider.

6.3 TTwelve's systems. TTwelve may use Customer Data to develop, configure, evaluate, test, validate, tune, and improve TTwelve's own artificial-intelligence and machine-learning systems, models, prompts, workflows, rules, retrieval and indexing systems, embeddings, evaluation datasets, and related technology, as part of providing, operating, and improving the Service and within the purposes permitted under Section 3.4. All such systems, models, prompts, workflows, rules, retrieval and indexing systems, embeddings, evaluation datasets, and related technology are TTwelve Materials owned by TTwelve under Section 4, whether or not created, configured, or tuned in connection with Customer and whether or not Customer Data was used in their creation. Customer Data itself does not become a TTwelve Material.

6.4 Training generalized models. TTwelve will not use Customer Data in identifiable form to train, fine-tune, or otherwise develop artificial-intelligence or machine-learning models that are generally available to, or generally used for the benefit of, persons other than Customer, except to the extent Customer separately authorizes it in writing. This Section does not restrict the activities permitted under Sections 6.1, 6.3, and 6.5.

6.5 Aggregated and De-Identified Information. TTwelve may use Aggregated and De-Identified Information and Benchmark Information, and information that otherwise does not identify any Protected Source, to train, fine-tune, develop, evaluate, test, and validate artificial-intelligence and machine-learning models and systems, to perform statistical modeling and algorithm development, and for other machine-learning and analytical development, in each case without restriction and consistent with Section 5. This Section applies only to information that in fact satisfies the standard in Section 5.2, and does not permit use of Customer Data in identifiable form by reason of its being characterized as aggregated or de-identified.

6.6 Third-party Provider training. TTwelve will not knowingly authorize a Provider to use Customer Data in identifiable form to train or improve models that the Provider makes generally available to other persons, except as necessary to provide the Service, where the information qualifies under Section 5, or where Customer separately authorizes it in writing. TTwelve does not represent, warrant, or guarantee any Provider's conduct, systems, configurations, retention practices, or compliance, and Sections 3.8, 13, 16, and 17 govern TTwelve's liability with respect to Providers.

6.7 No representation regarding architecture. Customer purchases the Service and not any particular model, model version, provider, architecture, prompt, configuration, retrieval method, evaluation method, level of automation, or degree of human involvement. TTwelve may at any time and without notice adopt, change, combine, route among, replace, or discontinue any model, provider, prompt, workflow, retrieval or indexing architecture, evaluation system, safeguard, or level of human or automated review, and may adopt future technologies. TTwelve makes no representation, warranty, or commitment that any particular model, provider, technique, safeguard, review process, or architecture is or will be used.

6.8 Customer restrictions. Customer will not, and will not permit or assist any person to, use the Service or any Output to train, fine-tune, or develop any artificial-intelligence or machine-learning model or system other than as expressly permitted by TTwelve in writing; extract, copy, or replicate any TTwelve model, model weights, prompts, workflows, rules, or analytical methodology; systematically probe, query, or scrape the Service to derive or reconstruct any TTwelve Material or model behavior; or circumvent or interfere with any safeguard, rate limit, or access control. Section 10 sets out additional acceptable-use restrictions.

7. THE SERVICE

7.1 Nature of the Service. The Service is an ownership-intelligence and analytical software service. TTwelve receives and analyzes Customer Data and other information and may produce Outputs, including the TTwelve Signal, reports, alerts, scores, statuses, classifications, assessments, comparisons, benchmarks, trends, narratives, observations, summaries, forecasts, projections, and recommendations. The Service is informational and analytical. It is a tool that supports Customer's own review, oversight, and decision-making, and it does not replace Customer's judgment, records, diligence, management oversight, or professional advisers.

7.2 Customer's decisions and control. Customer retains sole control over, and sole responsibility for, its properties, portfolios, investments, financing, operations, personnel, property managers, agents, contractors, and all decisions concerning them. Customer determines whether, when, and how to investigate, verify, act on, or disregard any Output, and is responsible for the consequences of its decisions and for compliance with all laws applicable to them. TTwelve's identification of a possible issue, condition, pattern, or risk does not make TTwelve responsible for investigating, resolving, escalating, or following up on it, and TTwelve's failure to identify any issue, condition, pattern, or risk does not transfer to TTwelve any of Customer's own oversight, management, or diligence responsibilities.

7.3 Scope of what TTwelve does. TTwelve provides the Service by analyzing Customer Data and other information provided to and processed by TTwelve. TTwelve does not monitor, and has no obligation to monitor, any property, portfolio, property manager, management company, source system, or Customer's operations on a continuous, real-time, or ongoing basis, and the Service is not a monitoring, alarm, emergency-response, or protective service. Without limiting Section 3.5, TTwelve has no obligation to detect any condition; to warn Customer of any risk; to seek, request, obtain, or chase information not provided to it; to determine or report that reporting has stopped, been delayed, or become incomplete; to follow up on, escalate, or reiterate any prior Output; or to take any action with respect to any issue it may identify. That TTwelve has at any time detected, flagged, noted, reported, or commented on any condition, omission, inconsistency, or issue does not obligate TTwelve to do so on any other occasion or with respect to any other property, period, or Customer.

7.4 Information provided to TTwelve. Customer is responsible for the accuracy, completeness, legality, timeliness, quality, formatting, categorization, consistency, and integrity of Customer Data and all other information provided to TTwelve, whether provided by Customer or by any user authorized by Customer or by any property manager, management company, employee, agent, representative, contractor, vendor, system, or integration acting at Customer's direction or with Customer's authorization, and for any error, omission, delay, inconsistency, or misstatement in it. TTwelve may process that information as received, and is not required to audit, verify, validate, reconcile, investigate, correct, or confirm it or its source. Customer acknowledges that Outputs depend on the information provided to TTwelve and that information that is inaccurate, incomplete, stale, delayed, inconsistent, misleading, misclassified, or missing may cause Outputs to be inaccurate, incomplete, or misleading, and Customer accepts that risk.

7.5 Modification and evolution. TTwelve may at any time and in its discretion modify the Service, including by adding, changing, removing, replacing, or discontinuing any feature, functionality, methodology, analytical technique, scoring or classification system, rule, threshold, report, report structure or format, Output type, cadence or frequency, interface, workflow, integration, data source, model, Provider, level of automation, delivery method, or technical architecture, and by releasing new versions. Customer purchases access to the Service as it exists from time to time and not any particular feature, methodology, Output, format, cadence, architecture, or technical specification. TTwelve is not required to give advance notice of, or obtain Customer's consent to, any modification, and no modification entitles Customer to any refund, credit, or other remedy except as expressly provided in Section 14 or as required by applicable law.

7.6 Availability. TTwelve does not guarantee that the Service or any Output will be available, uninterrupted, timely, secure, or error-free, or that any Output will be produced, delivered, or received within any particular period or at all. The Service depends on Providers, networks, integrations, and systems outside TTwelve's control. TTwelve may interrupt, suspend, limit, throttle, restrict, or discontinue access to the Service or any part of it, with or without notice, for maintenance, updates, repairs, modifications, security, capacity, Provider requirements, legal or regulatory reasons, or other operational or business reasons. TTwelve has no obligation to detect, investigate, report, or notify Customer of any interruption, degradation, delay, or failure, and no service level, uptime commitment, availability commitment, or response-time commitment applies to the Service.

7.7 Suspension. TTwelve may suspend or restrict Customer's access to the Service or any part of it, in whole or in part and with or without notice, if TTwelve determines that suspension is appropriate to address nonpayment; suspected fraud, abuse, misuse, or unlawful activity; a security, integrity, or operational risk; a breach or suspected breach of these Terms; a legal, regulatory, or Provider requirement; a threat to TTwelve, its systems, its Providers, or its other customers; or another risk to the Service or TTwelve's business. TTwelve is not required to establish, prove, or conclusively determine any violation before suspending, and suspension is not TTwelve's exclusive remedy. Suspension does not relieve Customer of its payment obligations under Section 14.

8. OUTPUTS: LIMITATIONS AND CUSTOMER VERIFICATION

8.1 Outputs may be wrong. Outputs are analytical products generated from information provided to TTwelve. They are not verified statements of fact, audited information, or confirmed determinations.

TTWELVE MAKES NO REPRESENTATION OR WARRANTY, AND GIVES NO UNDERTAKING, THAT ANY OUTPUT OR ANY PART OF ANY OUTPUT IS ACCURATE, COMPLETE, CORRECT, CURRENT, RELIABLE, VERIFIED, EXHAUSTIVE, ERROR-FREE, OMISSION-FREE, FREE OF FABRICATED CONTENT, OR FIT FOR ANY PARTICULAR PURPOSE. THIS APPLIES TO EVERY FIGURE, CALCULATION, METRIC, SCORE, STATUS, CLASSIFICATION, RANKING, COMPARISON, BENCHMARK, FINDING, OBSERVATION, INFERENCE, CONCLUSION, NARRATIVE, SUMMARY, RECOMMENDATION, FORECAST, AND PROJECTION CONTAINED IN OR DERIVED FROM ANY OUTPUT.

Outputs may be inaccurate, incomplete, or misleading for reasons including inaccurate, incomplete, stale, delayed, inconsistent, misclassified, or missing Customer Data or other source information; errors, omissions, or changes in information from property managers, management companies, source systems, integrations, Providers, or other third parties; computational, analytical, extraction, normalization, classification, inference, or other processing errors; limitations, defects, or behavior of software, models, or systems; false positives and false negatives; and changed circumstances arising after an Output is produced. TTwelve makes no representation or warranty concerning any information provided by or obtained from Customer, any property manager or management company, any source system or integration, any Provider, or any other third party, and does not adopt, verify, or vouch for any such information by receiving, processing, analyzing, incorporating, or reproducing it.

8.2 Artificial intelligence; hallucinations. Outputs may be generated, in whole or in part, by artificial-intelligence and machine-learning systems without human review. Such systems are probabilistic, and their outputs are predictions rather than verified statements of fact. They can and do produce content that is inaccurate, incomplete, outdated, internally inconsistent, or wrong, including hallucinations, meaning content that is fluent, specific, confident, and plausible but is fabricated, unsupported, or false. Hallucinated or erroneous content may include invented or misstated figures, amounts, dates, names, entities, properties, records, documents, quotations, citations, events, causes, explanations, and conclusions, and may appear alongside accurate content in the same Output. TTwelve does not represent, warrant, or undertake that any Output, or any statement in an Output, has been reviewed by a person, verified against source records, independently confirmed, audited, checked for accuracy, or checked for hallucinated or fabricated content.

8.3 Precision is not accuracy. That an Output is expressed with numerical precision, specificity, confidence, apparent completeness, or in categorical or definitive terms does not represent or indicate that it is accurate, verified, or reliable, and Customer may not treat the form, tone, specificity, or presentation of an Output as a representation of its accuracy.

8.4 No guarantee of detection.

TTWELVE DOES NOT GUARANTEE, REPRESENT, WARRANT, OR UNDERTAKE THAT THE SERVICE WILL DETECT, IDENTIFY, FLAG, REPORT, OR ALERT CUSTOMER TO ANY CONDITION, ISSUE, PROBLEM, EVENT, PATTERN, TREND, RISK, OPPORTUNITY, OR CIRCUMSTANCE.

This includes operational, financial, accounting, reporting, leasing, occupancy, collections, delinquency, expense, maintenance, capital, compliance, or legal issues; management failures, deficiencies, or underperformance; errors, misstatements, irregularities, or omissions in reporting; fraud, theft, misappropriation, concealment, misconduct, or other wrongdoing; adverse trends or deteriorating conditions; and any other matter, whether or not the Service is designed, intended, marketed, or generally able to detect matters of that kind.

THE ABSENCE OF ANY ALERT, FINDING, FLAG, EXCEPTION, OBSERVATION, ADVERSE SCORE OR STATUS, OR OTHER INDICATION IN AN OUTPUT DOES NOT MEAN THAT NO ISSUE, PROBLEM, RISK, ERROR, IRREGULARITY, OR ADVERSE CONDITION EXISTS OR EXISTED.

The absence of a finding is not a representation, assurance, confirmation, or clearance that any property, portfolio, manager, report, period, or matter is accurate, sound, compliant, well-managed, free of problems, or otherwise satisfactory. TTwelve does not guarantee that any condition, issue, or trend will be detected or reported early, promptly, at any particular time, in time for Customer to prevent, mitigate, or avoid any loss, or before any other person becomes aware of it. Any description of the Service as identifying matters early, promptly, sooner, or in advance describes an objective and intended use of the Service and is not a guarantee, representation, or commitment as to any particular matter, property, period, or Output. That the Service detects, identifies, or reports a matter does not mean the matter has been investigated, verified, quantified, understood, characterized correctly, or resolved, and does not make TTwelve responsible for investigating, quantifying, escalating, following up on, remediating, or resolving it.

8.5 Forward-looking information. Any forecast, projection, prediction, trend, expectation, scenario, or other statement about future or expected conditions in an Output is inherently uncertain, is based on assumptions and on information available when it is produced, is not a statement of fact, and is not a guarantee, promise, representation, or warranty of any future performance, result, condition, or outcome. Actual results may differ materially. TTwelve has no obligation to update, revise, reissue, correct, or withdraw any forward-looking information or any other Output because of information received, or circumstances arising or becoming known, after it is produced.

8.6 Analysis concerning management and operations. Outputs may describe, assess, characterize, score, classify, or comment on the performance, execution, responsiveness, reporting, follow-through, or other conduct of a property manager, management company, or other person. Any such content reflects analytical judgments, classifications, inferences, and opinions derived from the information available to TTwelve, and is not a finding of fact, an adjudication, an investigation, an audit, or a determination of wrongdoing, negligence, breach, misconduct, or fault. TTwelve does not represent or warrant that any person did or failed to do anything; that any identified cause, explanation, or attribution is correct; that any explanation given by any person is false; that any apparent pattern establishes responsibility or fault; or that any recommended or suggested action is appropriate. Customer is solely responsible for independently investigating and verifying any such matter, and for obtaining appropriate legal or professional advice, before taking any employment, personnel, contractual, disciplinary, financial, reputational, or legal action with respect to any person.

8.7 Customer's duty to verify.

CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ANY OUTPUT, AND ANY FIGURE, CALCULATION, ASSUMPTION, CLASSIFICATION, SCORE, FINDING, INFERENCE, CONCLUSION, NARRATIVE, RECOMMENDATION, FORECAST, OR OTHER CONTENT IN IT, BEFORE RELYING ON IT OR ACTING ON IT. CUSTOMER WILL NOT USE ANY OUTPUT AS THE SOLE BASIS FOR ANY DECISION OR ACTION THAT IS CAPABLE OF PRODUCING MATERIAL FINANCIAL, LEGAL, OPERATIONAL, PERSONNEL, TAX, ACCOUNTING, OR REPUTATIONAL CONSEQUENCES.

Such decisions include those concerning acquisition, disposition, investment, financing, refinancing, distributions, budgeting, capital expenditure, property operations, leasing, rents or pricing, collections, resident or tenant matters, vendor or contractual action, litigation or legal position, insurance, accounting or tax treatment, and the engagement, retention, evaluation, compensation, discipline, or replacement of any property manager, management company, employee, agent, or contractor. Before taking any such decision or action, Customer will obtain and review the underlying source records and any other information Customer requires, and will exercise its own judgment.

Customer is solely responsible for determining whether any Output is suitable and sufficient for Customer's purposes; whether additional information, records, analysis, or verification is required; whether to obtain source documents or conduct diligence; whether to consult legal, tax, accounting, financial, valuation, engineering, insurance, or other professionals; and whether, when, and how to act or refrain from acting. Customer is solely responsible for the consequences of acting or failing to act.

8.8 Reliance without verification is not reasonable. Customer agrees that, in light of this Section 8, it is not reasonable to rely on any Output without the independent review and verification described in Section 8.7, and Customer will not assert that any such reliance was reasonable or justified. That TTwelve knows, expects, anticipates, or intends that Customer will use, consider, or act on Outputs does not cause TTwelve to assume responsibility for any Customer decision or action, does not create any duty of care, advisory duty, or other duty beyond TTwelve's express obligations, and does not make any Output a representation, warranty, or assurance.

8.9 Effect of failure to verify. To the maximum extent permitted by applicable law, if Customer's failure to perform the review, verification, or diligence described in Section 8.7, or to obtain professional advice, causes, contributes to, increases, or fails to prevent or mitigate any loss, that failure will be taken into account in determining causation, comparative responsibility, mitigation, avoidable consequences, damages, and the liability of TTwelve and the TTwelve Parties. To the maximum extent permitted by applicable law, Customer may not recover from TTwelve or any TTwelve Party any loss that Customer would have avoided, prevented, or reduced by complying with Section 8.7.

8.10 Customer review of Outputs. Customer will promptly review each Output and will notify TTwelve of any suspected error, omission, or inaccuracy it identifies. TTwelve may, in its discretion, investigate, correct, revise, reissue, or decline to act on any such notice, and has no obligation to investigate, respond to, correct, or reissue anything. Neither this Section nor any investigation, correction, revision, or reissuance by TTwelve creates any warranty, representation, obligation, or standard of care, or means that any other Output has been reviewed or is accurate. Customer's failure to review an Output or to notify TTwelve does not create or increase any liability of TTwelve.

8.11 No guarantee of outcomes.

EVEN IF AN OUTPUT IS ACCURATE, COMPLETE, AND TIMELY, AND EVEN IF THE SERVICE IDENTIFIES A CONDITION, ISSUE, RISK, OR OPPORTUNITY, TTWELVE DOES NOT GUARANTEE, REPRESENT, WARRANT, PROMISE, OR UNDERTAKE THAT CUSTOMER WILL ACHIEVE ANY RESULT, OUTCOME, BENEFIT, SAVING, OR RETURN, OR WILL AVOID ANY LOSS, COST, LIABILITY, OR ADVERSE CONSEQUENCE.

This applies to every financial, investment, operational, managerial, legal, and business result, including net operating income, revenue, expenses, occupancy, leasing, concessions, collections, delinquency, maintenance, capital outcomes, management performance, property value, investment return, distributions, savings, cost avoidance, loss avoidance, financing or refinancing, acquisition or disposition, and operational improvement of any kind. That the Service identifies or reports a matter does not guarantee that any loss will be prevented, reduced, recovered, or mitigated; that any correction, remediation, or improvement will occur; that any person will act, act correctly, or act in time; or that Customer's position will improve.

TTwelve does not control, and is not responsible for, Customer; any property manager, management company, employee, agent, contractor, vendor, resident, tenant, lender, investor, buyer, seller, counterparty, or regulator; any property or its condition; any market, economic, financial, regulatory, or other external condition; or any decision, act, or omission of any person other than TTwelve. Accurate analysis may nonetheless fail to produce an intended result because of any of these matters, and a failure by any person to act on an Output is not attributable to TTwelve.

8.12 Illustrations and calculators. Any calculator, estimator, model, illustration, example, sample output, scenario, case study, demonstration, projection, or similar material made available by TTwelve, including on TTwelve's websites, in marketing materials, or during onboarding or sales discussions, is illustrative and hypothetical only. Any figure it produces, including any return, ROI, saving, recovery, benefit, payback, or value, is a hypothetical illustration based on assumptions that may be entered by Customer, supplied by TTwelve, drawn from general or industry sources, or selected for illustration, and does not reflect, predict, or guarantee Customer's actual or likely results. No such material or figure is a representation, warranty, guarantee, earnings claim, promise of savings or return, appraisal, valuation, investment advice, or commitment of any kind, and Customer will not rely on it as such.

8.13 Non-waivable liability. Nothing in this Section 8 limits any liability that applicable law does not permit to be limited, including liability for fraud, willful injury, or violation of law.

9. RELATIONSHIP OF THE PARTIES

9.1 What TTwelve is not. TTwelve is not, and does not act as, Customer's property manager, asset manager, investment adviser, financial adviser, accountant, auditor, attorney, broker, lender, appraiser, engineer, property inspector, insurer, guarantor, fiduciary, or other licensed or regulated professional, and does not hold itself out as any of them. TTwelve does not take possession of, operate, manage, inspect, or exercise any control over any property. TTwelve does not make, direct, approve, or supervise any decision of Customer or of any property manager, management company, employee, agent, or contractor of Customer, and does not direct, control, instruct, supervise, or manage any of them. TTwelve does not guarantee or undertake that Customer, any property manager, or any other person will act, or refrain from acting, on any Output.

9.2 Outputs are not professional advice. Outputs are not legal, tax, accounting, auditing, investment, securities, financial, lending, valuation, appraisal, engineering, property-condition, insurance, or other regulated professional advice, and are not an audit, examination, review, compilation, attestation, assurance engagement, appraisal, inspection, or investigation. TTwelve does not provide investment advice, does not advise on the value of or the advisability of investing in, purchasing, or selling any security or property interest, and no Output is a recommendation to enter into or refrain from any transaction. TTwelve has no obligation to determine or advise whether Customer should consult any professional, and Customer is responsible for obtaining professional advice appropriate to its circumstances.

9.3 Independent contractor; no special relationship. TTwelve performs the Service as an independent contractor and determines the means, methods, personnel, systems, Providers, architecture, and technical implementation by which it performs. These Terms, the Service, and any Output do not create, and no conduct of the parties in connection with them creates, any fiduciary, agency, partnership, joint venture, employment, trustee, attorney-client, accountant-client, auditor-client, investment-advisory, brokerage, property-management, asset-management, advisory, or other special, confidential, or representative relationship between TTwelve and Customer. Neither party is the agent, representative, partner, joint venturer, or employee of the other. Neither party may bind the other, incur any obligation on the other's behalf, or represent to any person that it has authority to do so, except where these Terms expressly authorize a specific act.

9.4 No fiduciary duty. TTwelve owes Customer no fiduciary duty and no duty of loyalty, care, candor, disclosure, investigation, monitoring, warning, or protection beyond the obligations expressly stated in these Terms. No such duty arises from, and Customer will not assert that any such duty arises from, any of the following, whether alone or in combination: that Customer provides TTwelve with confidential, sensitive, financial, or proprietary information; that TTwelve receives, analyzes, or reports on Customer's financial, operating, or management information; that TTwelve observes, analyzes, or comments on reporting patterns, timeliness, completeness, or quality; that Customer pays recurring or substantial fees; that the relationship is continuing, long-standing, or important to Customer; that Customer places confidence or trust in TTwelve or its analysis; that TTwelve identifies, characterizes, or scores risks, issues, or the performance of any person; that TTwelve has access to information Customer does not; or that Customer relies on the Service in the conduct of its business.

9.5 Mandatory law. This Section does not purport to disclaim any duty that applicable law imposes and does not permit to be disclaimed.

10. CUSTOMER RESPONSIBILITIES AND ACCEPTABLE USE

10.1 Users and access. Customer is responsible for each person Customer authorizes or permits to access or use the Service, including its users, employees, property managers, management companies, agents, contractors, consultants, advisers, and representatives, and for their acts and omissions in connection with the Service as if they were Customer's own. Customer is responsible for all activity occurring under its account or credentials, except to the extent applicable law provides otherwise.

10.2 Credentials. Customer will keep account credentials confidential, will not share credentials with any person other than a person Customer authorizes to access the Service, and will maintain reasonable measures to prevent unauthorized access. Customer will notify TTwelve promptly upon becoming aware of any actual or suspected unauthorized access to or use of the Service or Customer's account. TTwelve has no obligation to detect, prevent, investigate, or notify Customer of any compromise, sharing, or misuse of credentials.

10.3 Customer's operations and records. Customer is responsible for providing Customer Data lawfully and with the rights and authority required by Section 2; for obtaining any notice, consent, permission, or authorization required in connection with Customer Data; for compliance with all laws applicable to Customer, its properties, its operations, and its decisions; for maintaining its own source records, books, and systems; and for maintaining its own copies and backups of information important to it. The Service is not a system of record, and Customer will not use or rely on the Service or any Output as its system of record, books of account, or record-retention system.

10.4 Prohibited uses. Customer will not, and will not permit or assist any person to:

(a) use the Service or any Output in violation of any law or in violation of any right of any person;

(b) provide to TTwelve any Customer Data or other information that Customer lacks the rights or authority to provide, or that infringes, misappropriates, or violates any right of any person;

(c) introduce into the Service any malicious code, or interfere with, disrupt, degrade, overload, or impair the Service, its systems, its Providers, or any other person's use of it;

(d) access or attempt to access any part of the Service, any account, or any information of any other customer without authorization; circumvent, disable, or interfere with any access control, security measure, safeguard, usage limit, or rate limit; probe, scan, or test the vulnerability of any TTwelve or Provider system; or impersonate any person;

(e) scrape, crawl, harvest, or use any automated means to access the Service or extract data from it, other than through an interface TTwelve expressly provides for that purpose;

(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive, discover, or reconstruct the source code, models, model weights, prompts, rules, scoring or classification logic, thresholds, schemas, mappings, taxonomies, workflows, analytical methods, or other TTwelve Materials underlying the Service or any Output, including by systematic probing, querying, prompt extraction, model extraction, or analysis of Outputs, except to the extent applicable law prohibits this restriction;

(g) use the Service, any Output, or any TTwelve Material to train, fine-tune, or develop any artificial-intelligence or machine-learning model or system, except as TTwelve expressly permits in writing;

(h) act contrary to Section 5.8;

(i) resell, sublicense, rent, lease, distribute commercially, or provide access to the Service, or use the Service to provide a service bureau, outsourced, or comparable offering to any person;

(j) copy, modify, or create derivative works of any TTwelve Material except as expressly permitted in Section 11, or remove, obscure, or alter any proprietary notice, attribution, disclaimer, or marking in any Output or TTwelve Material; or

(k) use the Service or any Output to develop, build, train, or improve any product or service that is substantially similar to, or that replicates the functionality or analytical methodology of, the Service.

10.5 Scope. Sections 10.4(f), (g), (j), and (k) restrict Customer's use of the Service, Outputs, and TTwelve Materials and the appropriation of TTwelve's proprietary technology and methods. They do not restrict, and are not intended to restrict, Customer from engaging in any lawful profession, trade, or business, including a business that competes with TTwelve, provided Customer does so without using, copying, extracting, reverse engineering, or otherwise appropriating the Service, Outputs, or TTwelve Materials. If any part of this Section 10 would otherwise be void or unenforceable as a restraint on lawful business, it does not apply to that extent, and the remainder continues in effect.

10.6 Enforcement. Section 7.7 governs suspension. TTwelve's rights and remedies for breach of this Section are cumulative and in addition to all other rights and remedies available under these Terms, at law, or in equity.

11. CUSTOMER RIGHTS IN OUTPUTS

11.1 License. Subject to these Terms and to Customer's payment obligations, TTwelve grants Customer a non-exclusive, non-transferable, non-sublicensable (except as provided in Section 11.4) right and license to access, view, download, retain, store, reproduce, and use Outputs delivered or made available to Customer, for Customer's internal business purposes, including ownership oversight, asset management, investment analysis and monitoring, property operations, management oversight, budgeting and planning, financing and refinancing, and internal and investor reporting.

11.2 No rights in TTwelve Materials. TTwelve owns Outputs and all TTwelve Materials, as provided in Section 4. Customer acquires no ownership of, and no right in, any TTwelve Material, including any methodology, analytical logic, model, prompt, rule, scoring or classification system, ranking logic, threshold, taxonomy, schema, mapping, template, report structure or format, design, workflow, software, source code, know-how, or generalized insight, by reason of its being embodied, reflected, displayed, described, or used in an Output. Customer's license is to the Output as delivered and does not extend to extracting, isolating, reconstructing, or separately using or exploiting any TTwelve Material embodied in it. Customer's rights in Customer Data reproduced or reflected in an Output are as provided in Section 3.1, and nothing in these Terms converts Customer Data into a TTwelve Material.

11.3 Excerpts and modifications. Customer may excerpt, quote, annotate, summarize, reformat, and incorporate portions of Outputs into Customer's own internal materials, analyses, and reports, and may combine them with Customer's own information. Customer will not present any modified, excerpted, or annotated Output as an unmodified Output of TTwelve; alter or excerpt an Output in a manner that misrepresents its content, meaning, scope, limitations, or conclusions; attribute to TTwelve any statement, conclusion, or opinion TTwelve did not make; or remove or obscure any proprietary notice, disclaimer, limitation, or qualification that accompanies an Output where the Output or a substantial portion of it is provided to any person other than Customer's own personnel.

11.4 Sharing with third parties. Customer may provide Outputs to its affiliates, its investors and prospective investors, its lenders and prospective lenders, its property managers and management companies, and its accountants, attorneys, advisers, and consultants, in each case in connection with Customer's own business and subject to this Section 11. Customer is solely responsible for any such disclosure and for the recipient's use of the Output. No such disclosure creates any relationship, duty, obligation, warranty, or liability of TTwelve or any TTwelve Party to any recipient; no recipient acquires any right against TTwelve or any TTwelve Party or any right to rely on any Output; and no recipient is an intended beneficiary of these Terms. Customer will not state or imply that TTwelve owes any duty to, has any relationship with, or has undertaken any responsibility toward any recipient, or that any Output was prepared for the benefit or reliance of any recipient. Customer will not provide Outputs to any person who competes with TTwelve or who provides products or services comparable to the Service, other than to Customer's own professional advisers.

11.5 Benchmark content. Where an Output includes or reflects Benchmark Information or Aggregated and De-Identified Information, Customer's license extends only to that content as presented in the Output, and Customer acquires no right in, and no right of access to, any underlying dataset, cohort or peer-group composition, sample, methodology, statistic not shown, or information of any other customer or source.

11.6 Confidentiality and third-party rights. Customer's rights under this Section are subject to Section 12, to any confidentiality or other obligation Customer owes to any person, to the rights of any person whose information appears in an Output, and to applicable law. Nothing in this Section authorizes Customer to disclose any information that Customer is not otherwise permitted to disclose.

11.7 Survival and access. Customer's license under Section 11.1 with respect to Outputs delivered or made available before termination or expiration survives, and Customer may continue to retain and use those Outputs subject to these Terms. Termination or expiration ends Customer's right to access the Service and to receive further Outputs, updates, revisions, or support. TTwelve has no obligation to maintain, host, store, preserve, or provide continued access to any Output after termination or expiration, and Customer is responsible for downloading and retaining any Output it wishes to keep.

11.8 Reservation. All rights not expressly granted in this Section are reserved to TTwelve. No license is granted by implication, estoppel, waiver, course of dealing, or otherwise.

12. CONFIDENTIALITY

12.1 Definition. "Confidential Information" means nonpublic information disclosed by or on behalf of one party (the "disclosing party") to the other (the "receiving party") in connection with these Terms or the Service that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Customer's Confidential Information includes Customer Data. TTwelve's Confidential Information includes TTwelve Materials, the Service and its software, models, model configurations, prompts, rules, analytical logic and methodologies, scoring and classification systems, thresholds, schemas, mappings, taxonomies, workflows, report structures and templates, security information and practices, nonpublic product, roadmap, and business information, and nonpublic pricing.

12.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available other than through breach of these Terms by the receiving party; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is lawfully received from another source without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Confidential Information also does not include Aggregated and De-Identified Information or Benchmark Information that satisfies the standard in Section 5.2, which is not Customer's Confidential Information notwithstanding that it was derived from or incorporates Customer Data. Whether information satisfies Section 5.2 is determined as provided in that Section, and characterizing information as aggregated or de-identified does not make it so.

12.3 Obligations. The receiving party will not use the disclosing party's Confidential Information except as permitted by these Terms or as necessary to exercise its rights or perform its obligations, and will not disclose it except as permitted by this Section. The receiving party will protect the disclosing party's Confidential Information using measures at least as protective as those it uses for its own confidential information of comparable importance, and in no event less than reasonable measures.

12.4 Sections 3 through 6 rights are not a breach. TTwelve's exercise of the rights and licenses granted in Sections 3, 4, 5, and 6 is authorized and does not breach this Section 12. Without limiting that provision: (a) TTwelve's receipt, access, hosting, storage, reproduction, transmission, processing, normalization, structuring, analysis, transformation, and other use of Customer Data for the purposes permitted under these Terms is not unauthorized use or disclosure of Confidential Information; (b) processing of Customer Data by the TTwelve Parties, Providers, or TTwelve's internal systems in accordance with these Terms is not unauthorized disclosure merely because a Provider or its systems or models receive or process it, and Customer has no right to approve, reject, or receive notice of any Provider under this Section; (c) TTwelve's creation, ownership, use, and exploitation of TTwelve Materials, Aggregated and De-Identified Information, and Benchmark Information, including disclosure, licensing, publication, and commercialization of information that satisfies Section 5.2, is not a breach of this Section; and (d) TTwelve's use of generalized ideas, concepts, know-how, techniques, methods, skills, experience, and knowledge under Section 4.7 is not a breach of this Section, provided that Section 4.7 does not permit use or disclosure of Customer Data in identifiable form.

12.5 TTwelve Materials remain confidential. TTwelve Materials remain TTwelve's Confidential Information and, where applicable, TTwelve's trade secrets, notwithstanding that they are embodied, reflected, displayed, described, or used in an Output, are used to process or analyze Customer Data, are configured or adapted in connection with Customer, are exposed or perceptible through use of the Service, or become known to Customer.

12.6 Permitted disclosures. Each party may disclose the other's Confidential Information to its affiliates, employees, contractors, Providers, professional advisers, auditors, and insurers who have a need to know and who are bound by confidentiality obligations or professional duties of confidentiality, and TTwelve may disclose Confidential Information in connection with a financing, acquisition, merger, reorganization, sale of assets, or similar transaction, or to a prospective acquirer, investor, or lender, in each case subject to confidentiality obligations. Each party remains responsible for any breach by a person to whom it discloses under this Section, other than a Provider, whose acts and omissions are governed by Sections 3.8, 13, 16, and 17.

12.7 Compelled disclosure. A party may disclose Confidential Information to the extent required by law, regulation, subpoena, court order, or other legal or governmental process, or to establish, exercise, or defend legal claims. Where permitted by law and reasonably practicable, the disclosing party will be given notice sufficient to permit it to seek protective relief at its own expense. Neither party is required to resist, oppose, appeal, or litigate any process, or to incur any expense in doing so, and disclosure made in accordance with this Section is not a breach.

12.8 No protection warranty. The obligations in this Section are the receiving party's only obligations with respect to Confidential Information. Neither party warrants or guarantees that Confidential Information will not be accessed, disclosed, altered, lost, or destroyed without authorization, and Section 13.4 governs security. Nothing in this Section creates any standard of care, service level, warranty, or obligation beyond those expressly stated, or limits Sections 16 or 17.

12.9 Return and deletion. On written request following termination or expiration, each party will cease using the other's Confidential Information except as these Terms permit, and will return or delete it, except that neither party is required to return or delete, and each may retain, information retained in archival, backup, or disaster-recovery systems; information retained for legal, regulatory, accounting, tax, insurance, audit, security, or dispute-related purposes; and, in TTwelve's case, TTwelve Materials, Aggregated and De-Identified Information, Benchmark Information, Outputs, Feedback and rights in Feedback, and anything else these Terms permit TTwelve to retain or that Section 5.11 addresses. Retained information remains subject to this Section for so long as it is retained.

12.10 Equitable relief. Each party acknowledges that unauthorized use or disclosure of the other's Confidential Information, and any use of the Service, Outputs, or TTwelve Materials contrary to Section 10.4 or Section 11, may cause harm for which monetary damages are an inadequate remedy, and that the non-breaching party may seek injunctive or other equitable relief without posting a bond, in addition to all other remedies. This Section does not entitle either party to recover attorneys' fees, which are governed by Section 21.

12.11 Survival. This Section survives termination or expiration and continues with respect to any Confidential Information for so long as it is retained, and with respect to information that constitutes a trade secret, for so long as it remains a trade secret.

13. PRIVACY, SECURITY, AND PROVIDERS

13.1 Scope. Sections 3 through 6 govern TTwelve's contractual rights in Customer Data generally. This Section addresses personal information regulated by applicable privacy law ("Regulated Personal Information") and security. Requirements that applicable privacy law imposes with respect to Regulated Personal Information do not apply under these Terms to property, operating, financial, or other business information that the applicable law does not regulate.

13.2 Roles. Each party's role and obligations under applicable privacy law are determined by that law and by the parties' actual processing activities. These Terms do not characterize, and neither party's obligations depend on any characterization in these Terms of, either party as a controller, processor, business, service provider, contractor, subprocessor, or any similar designation. Each party will comply with the privacy laws applicable to it.

13.3 Customer's privacy responsibilities. Customer is responsible for its own compliance with privacy laws applicable to it, including for having a lawful basis and all rights and authority to provide Regulated Personal Information to TTwelve as represented in Section 2.5; for providing all notices and obtaining all consents, permissions, and authorizations required in connection with Customer Data; for the lawfulness of its collection of Customer Data and of its provision of Customer Data to TTwelve; and for responding to requests from individuals concerning Regulated Personal Information, except to the extent applicable law requires TTwelve to respond. TTwelve is not responsible for Customer's unlawful collection, provision, or disclosure of any information.

13.4 Security. TTwelve maintains administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and loss, which TTwelve may modify from time to time provided the protection is not materially diminished overall. TTwelve does not warrant, guarantee, or undertake that the Service, any system, or any Customer Data is or will be secure, or that unauthorized access, use, disclosure, alteration, loss, or a security incident will not occur. No method of transmission or storage is completely secure, and Customer accepts the risks inherent in transmitting and storing information over the internet and in cloud systems. TTwelve makes no representation that it holds, or will obtain or maintain, any certification, attestation, audit report, or accreditation, or that it uses any particular control, encryption method, architecture, or retention practice, except as TTwelve expressly agrees in a separate signed writing. This Section does not waive any obligation that applicable law imposes and does not permit to be waived.

13.5 Security incidents. If TTwelve determines that a security incident has occurred that applicable law requires TTwelve to notify Customer of, TTwelve will provide notice as and to the extent that law requires. TTwelve has no obligation to notify Customer of, investigate, or report any event, attempted or unsuccessful access, anomaly, alert, vulnerability, Provider event, or suspected incident that does not require notification under applicable law, and no contractual notification deadline, investigation obligation, reporting obligation, remediation obligation, or credit or remedy applies except as expressly stated in these Terms or required by law. TTwelve's provision of information about any event is not an admission of fault, liability, or breach.

13.6 Providers. Section 3.8 governs TTwelve's engagement and use of Providers, and nothing in this Section creates any right of Customer to approve, reject, select, remove, receive notice of, audit, or otherwise direct or control any Provider, or any requirement that TTwelve demonstrate that any Provider, architecture, redundancy, or method was necessary. To the extent applicable privacy law requires TTwelve to impose particular obligations on, give particular notice concerning, or maintain particular arrangements with a subcontractor or subprocessor with respect to Regulated Personal Information, TTwelve will comply with that requirement to the extent it applies. Nothing in this Section makes TTwelve responsible for the acts or omissions of any Provider as if they were TTwelve's own, and TTwelve's liability with respect to Providers is governed by Sections 3.8, 16, and 17.

13.7 Data processing terms. If applicable law requires the parties to enter into a data processing agreement, standard contractual clauses, or similar terms with respect to Regulated Personal Information, the parties will enter into terms reasonably required to satisfy that requirement, which will govern that Regulated Personal Information to the extent of any conflict with these Terms and only as to matters that law requires them to address.

14. SUBSCRIPTION, FEES, AND BILLING

14.1 Fees. Customer will pay all fees for the Service at the prices and on the billing terms presented to and accepted by Customer in the applicable Order. Fees may be based on the number of properties, units, portfolios, subscription tier, features, usage, or any other pricing metric TTwelve establishes. The applicable Order governs the commercial terms of Customer's subscription, and these Terms govern in all other respects.

14.2 Automatic renewal. Unless the applicable Order states otherwise, Customer's subscription renews automatically at the end of each billing period for a further period of the same length, at the then-current price, and continues until canceled as provided in Section 14.7. The automatic-renewal terms, billing period, and price are presented to Customer before Customer subscribes, and by subscribing Customer expressly consents to them and to the recurring charges described in Section 14.3.

14.3 Billing authorization. Customer authorizes TTwelve and its payment Providers to charge Customer's designated payment method for all fees, taxes, and other amounts payable, including recurring charges at each renewal, until Customer cancels and all amounts owed are paid. Customer will keep its payment and billing information current and accurate. Payments are processed by a third-party payment Provider, whose own terms may apply to Customer's use of it.

14.4 Failed or late payment. If a charge fails or an amount is not paid when due, TTwelve may reattempt the charge, require a different payment method, suspend or restrict access under Section 7.7, or terminate under Section 15. TTwelve's continued provision of the Service after a failed or late payment is not a waiver of any amount owed, of any right, or of any subsequent failure to pay.

14.5 Price and plan changes. TTwelve may change its prices, pricing metrics, subscription tiers, and plan features. A change applies to Customer at the start of the next billing period following notice to Customer, and TTwelve will give Customer notice before the change takes effect. If Customer does not accept a price increase, Customer's remedy is to cancel under Section 14.7 before the change takes effect. No price is fixed, locked, guaranteed, or permanent, and no prior price creates any expectation or entitlement as to any later period.

14.6 Changes to Customer's subscription. If the number of properties, units, or other pricing metrics applicable to Customer changes, or if Customer adds or removes properties, features, or subscription elements, fees may be adjusted, and TTwelve may apply the adjustment at the next billing period or as otherwise stated in the applicable Order. Customer is responsible for keeping the information on which its fees are based accurate and current.

14.7 Cancellation. Customer may cancel its subscription at any time by the cancellation method TTwelve makes available or by notifying TTwelve at the address in Section 23.5. Cancellation takes effect at the end of the then-current billing period, and Customer retains access for the remainder of that period unless the Service is suspended or terminated under these Terms. Cancellation stops future renewals and future charges. Cancellation does not entitle Customer to any refund or credit for the current or any prior billing period.

14.8 No refunds. Except as expressly stated in these Terms or an applicable Order, or as required by applicable law, all fees are nonrefundable, and TTwelve does not provide refunds, credits, or prorated amounts for partial billing periods, unused periods, suspension, termination, cancellation, or Customer's non-use of the Service.

14.9 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, gross-receipts, excise, and similar taxes, duties, and assessments arising from its subscription, other than taxes based on TTwelve's net income. If TTwelve is required to collect or remit any such tax, TTwelve may charge it in addition to the fees.

14.10 Billing disputes. If Customer believes it has been billed in error, Customer will notify TTwelve promptly and, where commercially practicable, before initiating a chargeback or payment dispute. Nothing in this Section limits any right Customer has under applicable law or payment-network rules. If a chargeback or payment dispute is initiated, TTwelve may suspend access under Section 7.7 pending resolution. Customer remains responsible for amounts properly owed.

14.11 Accrued obligations. Amounts that have accrued before termination, expiration, cancellation, or suspension remain payable. Attorneys' fees and legal costs are governed by Section 21, and nothing in this Section entitles TTwelve to recover attorneys' fees or collection costs.

15. TERMINATION AND SURVIVAL

15.1 Termination by Customer. Customer may terminate by canceling its subscription as provided in Section 14.7.

15.2 Termination by TTwelve. TTwelve may terminate these Terms and Customer's subscription, in whole or in part, immediately and with or without notice, if Customer breaches these Terms; fails to pay any amount when due; uses the Service unlawfully or contrary to Section 10; engages in or is suspected of fraud, abuse, or misuse; presents a security, integrity, legal, regulatory, or operational risk to TTwelve, its systems, its Providers, or its other customers; is required to be terminated by a Provider or by law; or becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy, receivership, or similar proceeding. TTwelve may also terminate for convenience effective at the end of the then-current billing period by notice to Customer, in which case TTwelve will refund any prepaid fees for billing periods beginning after the effective date of termination. Suspension under Section 7.7 is not a precondition to termination, and termination is not TTwelve's exclusive remedy.

15.3 Effect of termination. On termination or expiration, Customer's right to access and use the Service ends, and Customer is not entitled to any further Output, update, revision, or support. Termination or expiration for any reason does not entitle Customer to any refund or credit except as expressly provided in Section 15.2 for termination for convenience. Amounts accrued before termination remain payable. Customer's license with respect to Outputs delivered before termination survives as provided in Section 11.7, and TTwelve has no obligation to maintain, host, store, preserve, or provide access to any Output.

15.4 Customer Data. TTwelve's handling of Customer Data following termination or expiration is governed by Sections 3.3, 5, 12.9, TTwelve's Privacy Policy, and applicable law. TTwelve does not undertake to delete Customer Data immediately or within any particular period, and may retain Customer Data in archival, backup, and disaster-recovery systems and for legal, regulatory, accounting, tax, insurance, audit, security, and dispute-related purposes. Consistent with Section 5.11, neither termination nor expiration nor any deletion, return, or cessation of retention of Customer Data requires TTwelve to unwind, recompute, reconstruct, modify, retrain, reverse, or delete any TTwelve Material, Aggregated and De-Identified Information, Benchmark Information, statistic, benchmark, threshold, generalized insight, derived intelligence, model, or system, or to identify, isolate, or excise any contribution of Customer Data from any of them, except to the extent mandatory applicable law requires otherwise. This Section does not create any right for TTwelve to retain Customer Data in identifiable form that TTwelve is otherwise required by applicable law to delete.

15.5 Survival. The following survive termination or expiration, in each case according to their terms: Sections 1, 2, 3.1, 3.3, 3.5, 3.7, 3.8, 3.9, 4, 5, 6.3 through 6.8, 7.2 through 7.4, 8, 9, 10.3, 10.4, 10.5, 11.2 through 11.8, 12, 13.3, 13.6, 14.7 through 14.11, this Section 15, and Sections 16 through 23. Termination does not affect any right or obligation that accrued before termination. No provision survives in a manner that extends TTwelve's license to use Customer Data in identifiable form beyond what Section 3.3 permits.

16. DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK

16.1 Disclaimer.

THE SERVICE, ALL OUTPUTS, AND ALL TTWELVE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTWELVE AND THE TTWELVE PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTY THAT THE SERVICE OR ANY OUTPUT WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE ANY RESULT.

This Section applies equally to Outputs, TTwelve Materials, Benchmark Information, and anything provided or made available by or through any Provider. No statement by TTwelve, any TTwelve Party, or any Provider creates any warranty not expressly stated in these Terms.

16.2 Assumption of risk. Customer acknowledges the risks described in these Terms, including that Outputs may be inaccurate, incomplete, or fabricated, that the Service may fail to detect any matter, that forward-looking content may not occur, that the Service may be unavailable or interrupted, and that Providers and their systems and models are outside TTwelve's control. Customer knowingly and voluntarily assumes these risks and accepts full responsibility for its use of, and reliance on, the Service and Outputs. The fees for the Service reflect this allocation of risk, and TTwelve would not provide the Service on these economic terms without the disclaimers, exclusions, and limitations in these Terms.

17. LIMITATION OF LIABILITY

17.1 Exclusion of damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TTWELVE NOR ANY TTWELVE PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR DIMINISHED PROPERTY VALUE, LOST INVESTMENT RETURN OR APPRECIATION, LOST FINANCING OR TRANSACTIONS, LOST OR MISSED OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, OR ANY LOSS ARISING FROM ANY DECISION OR ACTION TAKEN OR NOT TAKEN BY ANY PERSON, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, ANY OUTPUT, OR ANY PROVIDER, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF TTWELVE WAS ADVISED OF THE POSSIBILITY.

This Section applies notwithstanding the failure of any limited remedy of its essential purpose.

17.2 Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TTWELVE AND ALL TTWELVE PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, ANY OUTPUT, ANY CUSTOMER DATA, OR ANY PROVIDER WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO TTWELVE FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

17.3 Aggregate and non-multiplying. The limit in Section 17.2 is a single aggregate cap on all claims, and is not multiplied or increased by the number of claims, claimants, causes of action, theories of liability, Outputs, errors, incidents, properties, portfolios, entities, users, Providers, or affected persons. All claims are aggregated for purposes of the cap, whether brought at the same time or separately.

17.4 All theories. Sections 17.1 and 17.2 apply regardless of the theory on which a claim is based and regardless of how it is pleaded or characterized, including contract, breach of warranty, tort, negligence, gross negligence where permitted, negligent misrepresentation, strict liability, statute, restitution, equity, and indemnity, and including claims based on inaccurate, incomplete, or fabricated Outputs, failure to detect any matter, errors or omissions, forecasts or recommendations, analysis or characterization of any person's performance, unavailability or interruption, loss or corruption of data, or any security incident. Whether a limitation applies is determined by the claim's relationship to these Terms, the Service, Outputs, Customer Data, TTwelve, or a Provider, and not by the label the claimant selects.

17.5 Providers. All disclaimers, exclusions, limitations, and the cap in Sections 16 and 17 apply fully to any claim arising out of or relating to any Provider or any act, omission, failure, outage, delay, error, model behavior, security event, or other conduct of or involving a Provider, including any claim pleaded as negligent selection, hiring, retention, supervision, monitoring, auditing, security, or vendor management, failure to use or substitute a different Provider, vicarious liability, agency, or nondelegable duty. Customer has no rights as a third-party beneficiary under any agreement between TTwelve and any Provider. This Section does not purport to eliminate any responsibility that mandatory applicable law imposes on TTwelve and does not permit to be limited.

17.6 Exceptions. Sections 16 and 17 do not limit liability for fraud, willful injury to the person or property of another, or violation of law, or any other liability that applicable law does not permit to be limited or excluded. Nothing in these Sections limits Customer's payment obligations under Section 14 or Customer's obligations under Section 18.

17.7 Basis of the bargain. Customer acknowledges that Sections 16 and 17 are an essential basis of the bargain and a material inducement to TTwelve's provision of the Service, and are reflected in the fees charged.

18. CUSTOMER INDEMNIFICATION

18.1 Indemnity. Customer will defend, indemnify, and hold harmless TTwelve and the TTwelve Parties from and against any third-party claim, demand, action, or proceeding, and all resulting losses, damages, liabilities, settlements, judgments, fines, penalties, and reasonable costs and expenses, arising out of or relating to: (a) Customer Data, including any claim that its provision to or processing by TTwelve infringed, misappropriated, or violated any right of any person, breached any confidentiality or contractual obligation, or violated any law; (b) any inaccuracy or breach of the representations in Section 2, including any claim that any person lacked authority to accept these Terms, to enroll any property or entity, or to provide or authorize the provision of Customer Data, or any claim that TTwelve should have investigated or verified any such authority; (c) Customer's use or misuse of the Service, any Output, or any TTwelve Material, including any breach of Sections 5.8, 6.8, 10, or 11; (d) Customer's disclosure, sharing, alteration, excerpting, or presentation of any Output, and any recipient's use of or reliance on it; (e) any decision or action taken or not taken by Customer or any person acting for Customer, including any employment, personnel, contractual, disciplinary, financial, or legal action concerning any property manager, management company, or other person; and (f) Customer's violation of any law or of any right of any person.

18.2 Procedure. TTwelve will notify Customer of any claim for which it seeks indemnification, provided that failure or delay in giving notice relieves Customer of its obligations only to the extent Customer is materially prejudiced. TTwelve may participate in the defense with counsel of its choosing at its own expense, and may assume control of the defense of any claim upon notice to Customer, in which case Customer remains responsible for indemnification. Customer may not settle any claim in a manner that imposes any obligation, admission, or restriction on TTwelve or any TTwelve Party, or that fails to include a full release of the indemnified parties, without TTwelve's prior written consent.

18.3 Relationship to limitations. Customer's obligations under this Section are not subject to Sections 16 or 17, which limit only the liability of TTwelve and the TTwelve Parties. TTwelve provides no indemnity under these Terms.

19. DISPUTE RESOLUTION

19.1 Informal resolution. Before initiating arbitration or any proceeding, the party raising a dispute will send written notice to the other describing the dispute, the relevant facts, and the relief sought, to TTwelve at contact@ttwelve.co and to Customer at the email address associated with Customer's account. The parties will attempt in good faith to resolve the dispute for thirty (30) days after the notice is received. This Section does not apply to a request for relief permitted by Section 19.6 and does not extend the period in Section 19.8.

19.2 Agreement to arbitrate.

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, ANY OUTPUT, ANY CUSTOMER DATA, ANY PROVIDER, OR THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING ITS FORMATION, INTERPRETATION, BREACH, TERMINATION, VALIDITY, OR ENFORCEABILITY, WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, AND NOT IN COURT, EXCEPT AS PROVIDED IN SECTIONS 19.6 AND 19.7.

The Federal Arbitration Act governs the interpretation and enforcement of this Section.

19.3 Administrator and rules. The arbitration will be administered by JAMS before a single arbitrator, under the JAMS Streamlined Arbitration Rules and Procedures if the amount in controversy, not including interest or attorneys' fees, is $250,000 or less, and otherwise under the JAMS Comprehensive Arbitration Rules and Procedures, in each case in effect when arbitration is commenced. If JAMS is unavailable or unwilling to administer the arbitration, the parties will agree on a replacement administrator, and failing agreement a court of competent jurisdiction may appoint one.

19.4 Location and conduct. The arbitration will be seated in Los Angeles County, California. The arbitrator may conduct proceedings by videoconference, telephone, or on written submissions, and will hold an in-person hearing only if the arbitrator determines one is necessary. The arbitrator has exclusive authority to resolve all issues of arbitrability except as provided in Section 19.5, and will apply the governing law specified in Section 20 and give effect to Sections 16, 17, 18, 19.8, and 21.

19.5 Class and representative action waiver.

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate or join the claims of more than one person, may not preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. This Section applies to the maximum extent permitted by applicable law and does not apply to any representative claim that applicable law does not permit to be waived. If this Section is held unenforceable as to any claim, that claim will be resolved in the courts identified in Section 20 rather than in arbitration, and the remaining claims will be arbitrated. A court, not an arbitrator, decides the enforceability of this Section.

19.6 Injunctive and equitable relief. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in the courts identified in Section 20 to prevent or restrain actual or threatened infringement, misappropriation, or misuse of intellectual property, Confidential Information, trade secrets, or TTwelve Materials, or any breach of Sections 5.8, 6.8, 10, 11, or 12, without first complying with Sections 19.1 or 19.2. Seeking such relief is not a waiver of this Section 19.

19.7 Collection. TTwelve may bring an action in the courts identified in Section 20 to collect amounts owed under Section 14.

19.8 Limitation period. Any claim arising out of or relating to these Terms, the Service, or any Output must be commenced within one (1) year after the claim first accrues, and is permanently barred thereafter, except to the extent applicable law does not permit this period to be shortened, in which case the shortest period permitted by law applies.

19.9 Jury trial. By agreeing to arbitration under this Section, the parties waive any right to a jury trial with respect to all claims subject to arbitration. For any claim properly before a court under Sections 19.5, 19.6, or 19.7, each party retains any right to a jury trial that applicable law provides and that cannot be waived in advance, and nothing in these Terms constitutes a predispute waiver of that right.

19.10 Costs and award. Each party bears its own attorneys' fees and costs as provided in Section 21. Filing, administrative, and arbitrator fees are allocated as provided by the applicable JAMS rules, except that if applicable law requires TTwelve to bear any portion of those fees for this Section to be enforceable, TTwelve will bear that portion. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

19.11 Severability. If any part of this Section is held unenforceable, the remainder continues in effect, except as Section 19.5 provides.

20. GOVERNING LAW AND VENUE

These Terms and all disputes arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any proceeding permitted to be brought in court under these Terms, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, and waive any objection based on venue, inconvenient forum, or personal jurisdiction.

21. ATTORNEYS' FEES AND COSTS

Except to the extent applicable law requires otherwise, each party bears its own attorneys' fees, expert fees, and legal costs in any dispute, arbitration, or proceeding arising out of or relating to these Terms, regardless of outcome, and neither party is entitled to recover attorneys' fees or costs from the other as a prevailing party. This Section does not limit Customer's obligations under Section 18, which include costs and expenses within the scope of the indemnity, and does not waive any right to fees that applicable law confers and does not permit to be waived.

22. CHANGES TO THESE TERMS

TTwelve may modify these Terms prospectively. TTwelve will post the modified Terms with an updated effective date and, for changes that materially affect Customer's rights or obligations, will give Customer notice by email or through the Service before they take effect. Modified Terms apply to Customer's use of the Service and to each subscription period beginning after they take effect. Modified Terms do not apply retroactively and do not affect any dispute, claim, or liability that accrued before they took effect. If Customer does not accept modified Terms, Customer's remedy is to cancel under Section 14.7 before they take effect. Changes to fees are governed by Section 14.5.

23. GENERAL PROVISIONS

23.1 TTwelve Parties. Each TTwelve Party is an intended third-party beneficiary of Sections 8, 9, 16, 17, 18, 19, 20, and 21 and may invoke and enforce each of them directly, whether or not a signatory.

23.2 No other beneficiaries; no third-party reliance. Except as provided in Section 23.1, these Terms confer no rights on any person who is not a party, and no person other than Customer may enforce them. No person who receives an Output or any information derived from it, including any affiliate, investor, lender, property manager, adviser, purchaser, or other recipient, becomes a customer or client of TTwelve, acquires any right against TTwelve or any TTwelve Party, is owed any duty by TTwelve or any TTwelve Party, or is entitled to rely on any Output or on TTwelve. Customer's disclosure of any Output does not expand TTwelve's obligations or liability.

23.3 Entire agreement; no reliance. These Terms, together with any applicable Order, are the entire agreement between the parties concerning the Service and supersede all prior and contemporaneous proposals, discussions, demonstrations, marketing and website materials, calculators, illustrations, estimates, and other communications, written or oral. Customer has entered into these Terms based on its own evaluation and on these Terms and the applicable Order, and not in reliance on any statement, representation, projection, illustration, or assurance not expressly set out in them. Nothing in this Section limits any liability for fraud or fraudulent inducement, or any other liability that applicable law does not permit to be limited.

23.4 Assignment. Customer may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without TTwelve's prior written consent, and any attempted assignment without consent is void. TTwelve may assign or transfer these Terms in whole or in part, including to an affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its business or assets. These Terms bind and benefit the parties' permitted successors and assigns.

23.5 Notices. TTwelve may give notice by email to the address associated with Customer's account or by posting within the Service, and such notice is effective when sent or posted. Customer will give notice to TTwelve at contact@ttwelve.co. Customer is responsible for keeping its contact information current.

23.6 Force majeure. Neither party is liable for any failure or delay in performance, other than an obligation to pay amounts owed, caused by any event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor disturbance, governmental or regulatory action, failure or unavailability of any Provider, cloud, hosting, network, telecommunications, model, or payment service, internet or utility failure, and cyberattack.

23.7 Severability; no waiver. If any provision of these Terms is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, the remainder will continue in full force, and the provision will be enforced to the maximum extent permitted; Section 19.5 governs the effect of an unenforceable class waiver. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing.

23.8 Electronic acceptance and evidence. Customer accepts these Terms by the affirmative electronic act TTwelve presents for that purpose during registration, checkout, onboarding, or another acceptance process.

CUSTOMER CONSENTS TO TRANSACT ELECTRONICALLY, AND AGREES THAT ITS ELECTRONIC ACCEPTANCE HAS THE SAME LEGAL EFFECT AS A HANDWRITTEN SIGNATURE AND SATISFIES ANY REQUIREMENT THAT AN AGREEMENT, CONSENT, OR ASSIGNMENT BE IN WRITING OR SIGNED.

TTwelve may retain records of acceptance, which may include the identity, account, session, or email address associated with the acceptance, the entity or entities identified as Customer, the version of the Terms accepted, the date and time of acceptance, the affirmative acceptance event, the presentation of the authority affirmation described in Section 2, the applicable Order, and consent to recurring charges under Section 14.2. Such records, in whatever form retained, are admissible and constitute evidence of acceptance and of the terms accepted. TTwelve is not required to retain any particular record, and the absence of any record does not affect the validity of Customer's acceptance, which may be established by any admissible evidence.

23.9 Compliance. Customer will comply with all applicable export control, sanctions, and anti-corruption laws in connection with its use of the Service.

23.10 Conflicts. If these Terms conflict with an Order, the Order governs as to the commercial terms it addresses, and these Terms govern in all other respects. If a provision of Sections 3 through 6 conflicts with a provision elsewhere in these Terms concerning rights in Customer Data, TTwelve Materials, Aggregated and De-Identified Information, or Benchmark Information, Sections 3 through 6 govern.

CONTACT

Ark Entertainment LLC d/b/a TTwelve. Contact: contact@ttwelve.co