Terms & Conditions

These Terms of Service (the "Terms") govern your access to and use of the websites, web applications, and related services provided by Oyster Data, Inc. ("Oyster Data," "we," "us," or "our"), including www.oysterdata.com (the "Site") and the Oyster Data platform available at app.oysterdata.com (the "Platform," and together with the Site and any related services, the "Services").

Oyster Data is a data company serving owners and operators of residential and commercial real estate portfolios. We are the data intelligence layer that aggregates community, property, and unit level asset data, work order history, inspection reports, and other information from a customer's existing systems and normalizes that information into a unified system of record and generates insights and workflows from it.

Please read these Terms carefully. They include an arbitration provision, limitations on our liability, and disclaimers of warranties.

1. Acceptance of These Terms

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

If you are accessing or using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

2. Who These Terms Apply To

These Terms apply to:

• Site visitors — anyone who visits or browses the Site, including prospective customers, investors, and job applicants; and

• Platform users — individuals who are granted credentials to access the Platform, including employees and contractors of an Oyster Data customer (each, an "Authorized User").

The Platform is a business-to-business product. It is made available only to organizations that have entered into a written agreement with Oyster Data, and to the Authorized Users those organizations designate. The Platform is not offered to the general public, and Oyster Data does not knowingly provide the Services to individuals under the age of 18.

3. Relationship to Written Agreements

Many users access the Platform under a separate signed agreement between their organization and Oyster Data — for example an order form, a Phase 1 Agreement, a master services agreement, or a data processing addendum (each, a "Customer Agreement").

If a Customer Agreement is in effect and its terms conflict with these Terms, the Customer Agreement controls with respect to the subject matter it addresses, and these Terms apply only to the extent they do not conflict. These Terms are not intended to amend, expand, or reduce the rights and obligations set out in a Customer Agreement.

Where no Customer Agreement is in effect — for example, general use of the Site — these Terms govern on their own.

4. Definitions

• "Authorized User" means an individual to whom Oyster Data or a customer has issued Platform credentials.

• "Customer Content" means the documents, records, files, data, and other materials that a customer or its Authorized Users submit to, or authorize Oyster Data to collect on their behalf for, the Platform, for example property records, inspection reports, work orders, maintenance records, manuals, warranties, and purchase documents.

• "Oyster Data Materials" means the Platform, the Site, the underlying software and code, the Oyster Data asset directory and data model, dashboards, insights, reports, documentation, and all related intellectual property, including all updates and enhancements.

• "Output" means the normalized data, catalogs, ledgers, dashboards, insights, action items, and other results the Platform generates.

5. Eligibility

To use the Services you must be at least 18 years old and legally able to enter into a binding contract. The Services are operated from the United States and are intended for use by organizations and individuals located in the United States. We make no representation that the Services are appropriate or available for use in other jurisdictions, and you are responsible for compliance with local law if you access the Services from outside the United States.

6. Accounts, Credentials, and Authorized Users

Platform access requires credentials issued by Oyster Data. When you receive credentials, you agree to:

• provide accurate and current account information, and keep it up to date;

• keep your credentials confidential and not share them with, or transfer them to, anyone else;

• use only the credentials issued to you, and not access the Platform through anyone else's account;

• enable and use any authentication controls we require, including multi-factor authentication where offered; and

• notify us promptly at support@oysterdata.com if you learn of or suspect any unauthorized access to or use of an account.

You are responsible for all activity that occurs under your credentials. Customers are responsible for the acts and omissions of their Authorized Users, for maintaining an accurate roster of who should have access, and for promptly requesting removal of access for individuals who no longer need it, for example when an employee or contractor leaves or changes roles.

We may suspend or revoke credentials that we reasonably believe have been compromised, are being used in violation of these Terms, or belong to an individual who is no longer an Authorized User.

7. Customer Content and Data

7.1 Ownership of Customer Content

As between the parties, the customer retains ownership of its Customer Content. Oyster Data does not claim ownership of the documents and records a customer uploads or directs us to collect.

7.2 License to Oyster Data

You grant Oyster Data a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, normalize, analyze, and display Customer Content as necessary to provide, maintain, secure, support, and improve the Services and to generate Output. Where a Customer Agreement grants Oyster Data broader or different rights in Customer Content or in aggregated and de-identified data, that agreement controls.

7.3 Your Responsibilities for Customer Content

You represent and warrant that you have the necessary rights, permissions, and legal basis to submit Customer Content to the Services and to authorize the processing described in these Terms, and that doing so does not violate applicable law or infringe the rights of any third party. You are responsible for the accuracy, quality, and legality of Customer Content.

The Platform is designed for property, equipment, and operational records. You should not submit sensitive personal information, for example government identification numbers, tenant information, payment card numbers, financial account numbers, etc., to the Services unless the parties have agreed in writing that such information is in scope.

7.4 Output

Subject to your compliance with these Terms and any applicable Customer Agreement, you may use Output for your internal business purposes. Oyster Data retains all rights in the Oyster Data Materials, including the models, methods, and software used to produce Output.

7.5 Return and Deletion

On termination or expiration of a Customer Agreement, and at the customer's request, Oyster Data will return or delete the customer's Customer Content within a reasonable period, subject to applicable legal retention requirements, our routine backup cycles, and our retained rights in aggregated and de-identified data. Deletion requests may be sent to support@oysterdata.com.

8. Oyster Intellectual Property

The Oyster Data Materials are owned by Oyster Data and its licensors and are protected by intellectual property and other laws. Subject to these Terms and any applicable Customer Agreement, Oyster Data grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the applicable term, solely for your internal business purposes.

No rights are granted other than those expressly stated. All rights not expressly granted are reserved. "Oyster Data," the Oyster Data logo, and our other names and marks may not be used without our prior written permission.

9. Acceptable Use and Restrictions

You agree not to, and not to permit any Authorized User or third party to:

• copy, reproduce, adapt, translate, modify, or create derivative works of the Oyster Data Materials;

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent this restriction is prohibited by applicable law;

• access or use the Services in order to build, market, or operate a competing product or service, or to assist anyone else in doing so;

• rent, lease, sell, sublicense, resell, or otherwise make the Services available to any third party, or use the Services on behalf of any organization other than the one that authorized your access;

• use the Services to store, transmit, or process material that is unlawful, infringing, defamatory, or that contains viruses, malware, or other harmful code;

• probe, scan, or test the vulnerability of the Services or circumvent any authentication, access control, rate limit, or security measure;

• interfere with or disrupt the integrity, performance, or availability of the Services, or gain or attempt to gain unauthorized access to the Services or to any data, account, or system connected to them;

• use any robot, spider, scraper, or automated means to access, extract, or index the Services or any data within them, except as expressly authorized by us in writing;

• remove, obscure, or alter any proprietary notice, label, or attribution in the Services or Output;

• use the Services to make decisions about, or in any manner that would constitute, credit reporting, tenant screening, insurance underwriting, employment screening, or any other use regulated by the Fair Credit Reporting Act or similar laws; or

• use the Services in violation of applicable law, including export control, sanctions, privacy, and anti-discrimination laws.

You are responsible for using the Services in a manner consistent with your own legal and regulatory obligations. We may investigate suspected violations of this section and may suspend access while we do so.

10. Third-Party Sources, Integrations, and Links

The Services may ingest data from, or connect to, systems and providers that you designate, for example a property management system, a data lake, a maintenance or inspection platform, or a file share. When you direct us to collect records from a third party on your behalf, you authorize us to act as your agent for that limited purpose and you are responsible for having the right to make that authorization.

We are not responsible for the accuracy, completeness, availability, or practices of third-party systems, data sources, or websites, including any linked from the Site. Your use of a third-party service is governed by that provider's own terms.

11. Feedback

If you send us suggestions, ideas, or other feedback about the Services, you grant Oyster Data a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you. We will not identify you as the source of feedback in public materials without your consent.

12. Fees and Payment

Access to the Site is provided at no charge. Fees for the Platform are set out in the applicable Master Service Agreement and payment terms, invoicing, and taxes are governed by that document rather than by these Terms. Except as required by law or stated in a Customer Agreement, fees are non-refundable.

13. Privacy and Personal Information

Our collection and use of personal information in connection with the Services is described in our Privacy Statement, available at www.oysterdata.com/privacy, which is incorporated into these Terms by reference.

Where Oyster Data processes personal information on a customer's behalf, that processing is governed by the applicable Customer Agreement and, where the parties have executed one, Oyster Data's Data Processing Addendum, which controls over these Terms as to personal information.

Oyster Data maintains a written information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of customer data. Customers may request our then-current SOC 2 report or an equivalent summary under confidentiality by contacting support@oysterdata.com.

14. Confidentiality

Non-public information about the Services including the Platform, pricing, data models, reports, and insights are confidential and proprietary to Oyster Data. You agree not to disclose it to third parties without our prior written consent, and to use it only in connection with your authorized use of the Services. Where a Customer Agreement or such other agreement contains confidentiality obligations, those obligations control.

15. Availability, Changes to the Services, and Support

We work to keep the Services available, but we do not guarantee uninterrupted access. The Services may be unavailable during planned maintenance, or as a result of events outside our control. Any committed service levels are set out in the applicable Customer Agreement; these Terms create none.

We may add, change, suspend, or discontinue features of the Services at any time. Where a change would materially reduce functionality that a customer relies on under a Customer Agreement, we will handle that change in accordance with that agreement.

Support requests may be submitted to support@oysterdata.com.

16. Term, Suspension, and Termination

These Terms apply for as long as you access or use the Services. The term of Platform access is governed by the applicable Customer Agreement.

We may suspend or terminate your access to the Services, in whole or in part, immediately and without notice if we reasonably believe that (a) you have materially breached these Terms or an applicable Customer Agreement, (b) your continued access presents a security, legal, or operational risk, or (c) we are required to do so by law. Where the circumstances allow, we will give notice and an opportunity to cure as provided in the applicable Customer Agreement.

You may stop using the Services at any time. Termination of a Customer Agreement terminates the licenses granted to that customer and its Authorized Users. Sections that by their nature should survive termination including Sections 7 (Customer Content and Data), 8 (Oyster Intellectual Property), 11 (Feedback), 14 (Confidentiality), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnification), and 20 (Governing Law and Dispute Resolution) survive.

17. Disclaimers

THE SERVICES, INCLUDING ALL DATA AND OUTPUT, ARE PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OYSTER DATA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Oyster Data aggregates data from customer systems and third-party records. We do not represent or warrant that the Services or any Output will be error-free, complete, or uninterrupted, or that they will identify every condition, obligation, deficiency, or risk at a property. Output is provided for informational purposes to support your own judgment. It is not a substitute for professional inspection, engineering, legal, insurance, or compliance advice, and you remain solely responsible for your operational, maintenance, safety, and compliance decisions.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED MATTERS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE APPLICABLE CUSTOMER TO OYSTER DATA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID — FOR EXAMPLE FOR USE OF THE SITE ALONE — OYSTER DATA'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

"Excluded Matters," which are not subject to the cap above, are: breaches of confidentiality obligations; a party's indemnification obligations; a customer's payment obligations; and a party's gross negligence or willful misconduct.

These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

19. Indemnification

You will defend, indemnify, and hold harmless Oyster Data and its officers, directors, employees, and agents from and against third-party claims, and related losses, damages, and reasonable costs (including reasonable attorneys' fees), to the extent arising from (a) your breach of these Terms, (b) your violation of applicable law, or (c) Customer Content you submitted or directed us to collect, including any claim that it infringes or misappropriates a third party's rights or was provided without necessary rights or consents.

Oyster Data will defend and indemnify a customer against third-party claims that the Platform, when used in accordance with these Terms and the applicable Customer Agreement, infringes that third party's United States patent or copyright.

Each indemnity is conditioned on the indemnified party giving prompt written notice of the claim, allowing the indemnifying party to control the defense and settlement, and providing reasonable cooperation.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

In the event of a dispute arising out of or relating to these Terms or the Services, the parties will first attempt in good faith to resolve the dispute through mediation. If the dispute is not resolved through mediation, it must be decided by binding arbitration seated in King County, Washington, administered under the rules of a recognized arbitration provider agreed by the parties. Each party will bear its own fees and costs. Judgment on the award may be entered in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. To the extent any dispute is heard in court rather than arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.

21. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top of this page and post the updated Terms at this URL. Material changes affecting Platform users will also be communicated to the affected customer through the contact on file or in the Platform.

Changes take effect when posted, except that changes will not apply retroactively to a dispute that arose before the change. Your continued use of the Services after an update takes effect constitutes acceptance of the revised Terms. Oyster Data reviews these Terms at least annually.

22. General

• Notices. Legal notices to Oyster Data must be sent to support@oysterdata.com. We may give notice to you by email to the address associated with your account, or by posting to the Site or Platform. Notices sent by email are deemed received on the business day sent.

• Assignment. You may not assign or transfer these Terms without our prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to the other party.

• Entire agreement. These Terms, together with the Privacy Statement and any applicable Customer Agreement, constitute the entire agreement between you and Oyster Data regarding the Services and supersede any prior or contemporaneous understandings on that subject.

• Severability and waiver. If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force. Our failure to enforce any provision is not a waiver of our right to do so later.

• Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control.

• Independent parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties, except for the limited data-collection agency described in Section 10.

• Export and sanctions. You represent that you are not located in, and will not use the Services in, a country or region subject to comprehensive U.S. sanctions, and that you are not a party with whom U.S. persons are prohibited from dealing.

• No third-party beneficiaries. These Terms do not create any rights for any third party.

• Headings. Headings are for convenience only and do not affect interpretation.

23. Contact Us

Questions about these Terms, or requests relating to your data, may be sent to:

Oyster Data, Inc.

Email: support@oysterdata.com