Client Services Agreement

Pro Forma Services, LLC

Last Updated: June 21, 2026

This Client Services Agreement (this "Agreement") is entered into between Pro Forma Services, LLC, a Delaware limited liability company ("Pro Forma"), and the client identified in an applicable Order Form ("Client"). This Agreement consists of these general terms, the Schedules attached hereto, and each Order Form and applicable Service-Specific Terms that reference this Agreement. By signing an Order Form or otherwise accessing or using the Services, Client agrees to this Agreement.

1. Definitions

Capitalized terms have the meanings given where they appear. In addition, the following terms have the meanings set out below.

1.1 Client

"Client" means the entity that orders Services under an Order Form, which may be (a) a third-party property manager with authority to act for a property or its owner, (b) an operating company, or (c) the entity that owns the property.

1.2 Pro Forma

"Pro Forma" means Pro Forma Services, LLC, a Delaware limited liability company, located at 1301 N Broadway, Ste 32095, Los Angeles, CA 90012. Pro Forma's affiliated brokerage is Lyra Residential, Inc., a licensed California real estate brokerage (License #02328271).

1.3 Services

"Services" means the services Pro Forma provides to Client as described in the applicable Order Form and the applicable Service-Specific Terms.

1.4 Order Form

"Order Form" means an ordering document executed by the parties that identifies the Services, fees, and other commercial terms, and that references this Agreement and the applicable Service-Specific Terms.

1.5 Service-Specific Terms

"Service-Specific Terms" means the additional terms that apply to a particular Pro Forma service offering and that supplement this Agreement, as referenced in the applicable Order Form.

1.6 Client Content

"Client Content" means the media and data Client provides, that Pro Forma accesses from Client's systems (including Client's property management system), or that Pro Forma collects on Client's behalf through inquiry forms it hosts for Client (in each case including lead and prospect data), for the Services.

1.7 Deliverables

"Deliverables" means the finished work product Pro Forma produces for Client under the Services.

1.8 Aggregated Data

"Aggregated Data" means data that is de-identified and/or aggregated so that it does not identify Client, any individual, or any property as Client's.

1.9 Personal Data

"Personal Data" and "service provider" have the meanings under applicable U.S. privacy law, including the California Consumer Privacy Act ("CCPA").

1.10 Confidential Information

"Confidential Information" means a party's non-public information disclosed to the other party in connection with this Agreement, as further described in Section 6.

2. Services and Order Forms

2.1 Client may order Services under one or more Order Forms. Each Order Form references this Agreement and the applicable Service-Specific Terms, and together they govern the Services ordered. Pro Forma will provide the Services described in the applicable Order Form using commercially reasonable efforts.

2.2 Pro Forma may modify the Services provided it does not materially reduce their core functionality, and may make new or beta features available on an "as is" basis.

2.3 Pro Forma is a technology provider. It is not a real estate broker, property manager, or legal or financial advisor, and provides no brokerage, property management, legal, or financial advice.

2.4 The Service-Specific Terms currently available are the Marketing Services Terms and the Leasing Services Terms. The Service-Specific Terms applicable to an order are identified in, or referenced by, the applicable Order Form and are incorporated into and form part of this Agreement for those Services. Pro Forma may add or update Service-Specific Terms for new or modified service offerings.

3. Authority; Using the Services on Behalf of Others

3.1 Client may use the Services either as an owner or operator of the relevant real estate, or as a third-party manager authorized to act on an owner's behalf.

3.2 Authority and Rights. Client represents and warrants that it has all rights, consents, licenses, and authority necessary to (a) provide the Client Content; (b) authorize Pro Forma to access Client's systems and accounts and to perform the Services on Client's behalf; and (c) grant the licenses in this Agreement. Where Client acts as a third-party manager on behalf of an owner, Client further represents that it has obtained the necessary authority from the relevant property owner.

4. Client Responsibilities

4.1 Client will timely provide the media, access, and cooperation reasonably needed for the Services.

4.2 Client is responsible for ensuring that the Client Content and all resulting content comply with applicable law, including fair housing and advertising laws, and with the terms of any applicable third-party platforms. Client will comply with the Acceptable Use and AI Content Policy in Schedule B.

5. Technology, Data, and Intellectual Property

5.1 Pro Forma IP. Pro Forma owns and retains all right, title, and interest in the Pro Forma platform, software, models, templates, methods, and know-how, and all improvements to them. No rights are granted except as expressly stated.

5.2 Client Content. As between the parties, Client owns the Client Content and Client's trademarks. Client grants Pro Forma a non-exclusive, worldwide, royalty-free license to host, use, reproduce, modify, create derivative works from, publish, and display the Client Content and Client's trademarks to provide the Services during the term.

5.3 Deliverables. As between the parties, Client owns the Deliverables upon creation, excluding any Pro Forma IP incorporated in them, which Pro Forma licenses to Client on a non-exclusive, perpetual, royalty-free basis solely as part of the Deliverables.

5.4 Aggregated Data. Notwithstanding the foregoing, Pro Forma may use the Client Content and the data generated through the Services to operate, develop, train, and improve its products and services, and may create, own, and exploit Aggregated Data and any metrics, models, and insights derived from it. Pro Forma owns all such Aggregated Data and derived materials. This right is irrevocable, perpetual, and survives termination. Pro Forma will not publicly attribute Aggregated Data to Client or any individual and will not attempt to re-identify it.

5.5 Publicity. Pro Forma may identify Client as a client and use Client's name and logo in its client lists and marketing materials, unless Client opts out by written notice to Pro Forma.

5.6 Feedback. Pro Forma may freely use any feedback Client provides, without restriction or obligation.

6. Confidentiality

Each party may receive the other's non-public information ("Confidential Information"). The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and disclose it only to personnel and contractors who need it and are bound by similar obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party, and do not prevent disclosure required by law (with notice where permitted). On request or termination, the receiving party will return or destroy Confidential Information.

7. Data Protection and Security

To the extent Pro Forma processes Personal Data on Client's behalf (including lead and prospect data ingested from Client's property management system), the parties will comply with the Data Processing Addendum in Schedule A, and Pro Forma acts as Client's service provider. Pro Forma will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Content against unauthorized access.

8. Fees and Payment

Client will pay the fees in the applicable Order Form, billed as set out in that Order Form through Pro Forma's payment processor, and authorizes recurring charges to its payment method. Fees are non-refundable except as required by law. Undisputed amounts not paid when due accrue interest at 1.5% per month (or the maximum allowed by law). Fees are exclusive of taxes, which Client is responsible for other than taxes on Pro Forma's income.

9. Warranties; Disclaimers

9.1 Each party warrants that it has the authority to enter into this Agreement. Pro Forma warrants that it will perform the Services in a professional and workmanlike manner.

9.2 EXCEPT AS EXPRESSLY STATED, THE SERVICES, DELIVERABLES, AND AI-GENERATED CONTENT ARE PROVIDED "AS IS." PRO FORMA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Pro Forma does not warrant any particular results, including leads, views, engagement, or leases; that the Services will be uninterrupted or error-free; or that AI-generated content will be accurate, and Client is responsible for reviewing content before publication. Pro Forma is not responsible for the acts, changes, or availability of any third-party platform or property management system. Property descriptions and measurements are estimates and should be independently verified. Pro Forma does not warrant that AI-generated or published content is free of statements, preferences, or steering that may violate fair housing or advertising laws, and Client is responsible for reviewing content for such compliance before publication.

9.3 Pro Forma is a technology provider. It is not a real estate broker or property manager and provides no brokerage, property management, legal, or financial advice.

10. Indemnification

10.1 By Pro Forma. Pro Forma will defend Client against third-party claims alleging that the Pro Forma platform or software, as provided and excluding Client Content and third-party platforms, infringes a third party's intellectual property rights, and will indemnify Client for amounts finally awarded or agreed in settlement. If such a claim arises, Pro Forma may modify the Services, procure rights, or terminate the affected Services.

10.2 By Client. Client will defend and indemnify Pro Forma against third-party claims arising from the Client Content, the resulting content (including any violation of fair housing or advertising laws or platform terms), Client's breach of its representations in Section 3.2, or Client's lead, prospect, or property data.

10.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. No settlement imposing liability on the indemnified party may be made without its consent.

11. Limitation of Liability

Neither party will be liable for indirect, special, incidental, consequential, or punitive damages, or for lost profits, data, or goodwill. Each party's total liability arising out of this Agreement will not exceed the fees paid or payable in the twelve (12) months before the event giving rise to the claim. These limits do not apply to Client's payment obligations, either party's indemnification obligations, or a party's breach of its confidentiality obligations.

12. Term and Termination

12.1 This Agreement begins on the effective date of the first Order Form and continues for as long as any Order Form remains in effect. Each Order Form continues for the term stated in that Order Form.

12.2 Either party may terminate for the other's material breach not cured within thirty (30) days after written notice, and may terminate immediately if the other becomes insolvent or ceases business.

12.3 On termination, Pro Forma will stop providing the affected Services and Client's access to those Services will end. Client retains its accounts and any Deliverables already created. Each party will return or destroy the other's Confidential Information, and Pro Forma will handle Personal Data as set out in Schedule A. Sections 5, 8 (for accrued amounts), 6, 9.2, 10, 11, and 13, and any term that by its nature should survive, survive termination.

13. Disputes; Governing Law; Arbitration; Class-Action Waiver

This Agreement is governed by the laws of the State of California and the Federal Arbitration Act, without regard to conflict-of-laws principles.

13.1 Informal Resolution First. Before commencing arbitration, a party must send the other a written notice describing the dispute and the relief sought, to the other party's designated contact (for Pro Forma: Pro Forma Services, LLC, Attn: Legal, 1301 N Broadway, Ste 32095, Los Angeles, CA 90012, legal@proformahq.com). The parties will negotiate in good faith for thirty (30) days after the notice, including by telephone or video conference if either party requests one. Completing this process is a precondition to commencing arbitration.

13.2 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved under Section 13.1 will be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before one arbitrator, in Los Angeles, California, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator—and not any court—has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court will decide the enforceability of the class-action waiver in Section 13.4.

13.3 Exceptions. Notwithstanding Section 13.2, either party may (a) bring a qualifying individual claim in small claims court, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Claims that, as a matter of law, cannot be required to be arbitrated are also excluded from arbitration.

13.4 Class-Action and Jury Waiver. Each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding; the arbitrator may not consolidate more than one party's claims or preside over any class or representative proceeding. EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL. This waiver does not apply to the claims described in Section 13.3.

13.5 Arbitration Costs. The AAA's Commercial Arbitration Rules govern payment of filing, administration, and arbitrator fees. Each party will bear its own attorneys' fees and costs, except that the arbitrator may award fees and costs to the extent permitted by those rules or applicable law, including upon a finding that a claim or defense was frivolous or asserted for an improper purpose.

13.6 Severability. If the class-action waiver in Section 13.4 is found unenforceable in any respect, that portion is severed only to the extent unenforceable and the remainder of this Section 13 remains in effect. If the entire arbitration agreement is found unenforceable, any dispute will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to the jurisdiction of those courts.

14. General

14.1 Relationship. The parties are independent contractors; this Agreement creates no partnership or agency, except the limited authority for Pro Forma to perform the Services on Client's behalf as described.

14.2 Assignment. Neither party may assign this Agreement without the other's consent, except that Pro Forma may assign it to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or business.

14.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages or changes affecting third-party platforms, networks, or AI providers.

14.4 Entire Agreement; Order of Precedence. This Agreement, together with the Order Forms, applicable Service-Specific Terms, and Schedules, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements and any online or click-through terms of service for the Services. If there is a conflict, the following order of precedence applies: the Order Form, then the applicable Service-Specific Terms, then this Agreement, then the Schedules, except that Schedule A controls on data protection.

14.5 Notices. Notices may be given by email to the parties' designated contacts.

14.6 Amendments. Amendments must be in writing and signed by both parties.

14.7 Severability. If any provision is unenforceable, the rest remains in effect.

14.8 Waiver. No waiver is effective unless in writing.

14.9 Counterparts; E-Signature. This Agreement may be signed in counterparts and by electronic signature.

Schedule A — Data Processing Addendum

This Addendum applies to Personal Data that Pro Forma processes on Client's behalf in providing the Services and forms part of the Agreement.

A.1 Roles. Client is the business (controller) and Pro Forma is its service provider (processor). Pro Forma processes Personal Data only to provide the Services and as instructed in the Agreement.

A.2 Scope. "Personal Data" includes lead and prospect contact information captured through inquiry forms Pro Forma hosts for Client or ingested from Client's property management system, and any personal information contained in the Client Content. Processing is for the purpose of providing the Services.

A.3 Service Provider Restrictions. Pro Forma will not (a) sell or share the Personal Data; (b) retain, use, or disclose it for any purpose other than the business purposes in the Agreement or as permitted by the CCPA; (c) combine it with personal information from other sources except as permitted by the CCPA; or (d) use it outside the direct business relationship between the parties. Pro Forma certifies that it understands and will comply with these restrictions.

A.4 Pro Forma Obligations. Pro Forma will process Personal Data per Client's documented instructions, keep it confidential among authorized personnel, maintain reasonable security measures, and provide reasonable assistance with verifiable consumer requests and with security incidents, taking into account the nature of the processing.

A.5 Subprocessors. Client authorizes Pro Forma to engage subprocessors to process Personal Data in connection with the Services, provided Pro Forma binds each to data-protection obligations substantially as protective as those here and remains responsible for their performance.

A.6 De-identified and Aggregated Data. Pro Forma may create and use de-identified and aggregated data derived from Personal Data. Pro Forma will maintain such data in de-identified form, will not attempt to re-identify it, and such data is not Personal Data and is not subject to this Addendum.

A.7 Security Incidents. Pro Forma will notify Client without undue delay after becoming aware of a breach of security leading to the unauthorized access to or disclosure of Personal Data.

A.8 Return or Deletion. On termination, Pro Forma will delete or, at Client's request, return Personal Data in its possession, except for de-identified or aggregated data and copies required by law or kept in routine backups, which will be deleted in the ordinary course.

A.9 Term. This Addendum is effective for as long as Pro Forma processes Personal Data and survives termination as needed to give it effect.

Schedule B — Acceptable Use and AI Content Policy

B.1 Content Standards. Client Content and resulting content must not (a) infringe any intellectual property, privacy, or publicity right; (b) be unlawful, defamatory, discriminatory, obscene, or deceptive; or (c) violate the terms of any third-party platform. Client must hold all rights necessary for the media, music, and any individuals' likenesses or voices in the Client Content.

B.2 Fair Housing. Client is responsible for ensuring that all resulting content complies with fair housing and advertising laws and contains no statement, preference, limitation, or imagery that discriminates on the basis of a protected class. Prohibited content includes, without limitation: demographic-preference phrasing (for example, "perfect for young professionals" or "ideal for a single person"); statements excluding or discouraging applicants based on source of income or housing vouchers where prohibited; false accessibility or accommodation representations; and any audience targeting or exclusion that functions as a proxy for a protected class. Client will use any review opportunity provided through the Services accordingly. As the housing provider, Client (and any owner it represents), not Pro Forma, is responsible for receiving, evaluating, and responding to requests for reasonable accommodations and modifications.

B.3 AI-Generated Content. Content may be produced with the assistance of artificial intelligence and may contain inaccuracies. Client is responsible for reviewing content for accuracy and legal compliance before it is published or deemed approved. Property descriptions and measurements should be independently verified.

B.4 Enforcement. Pro Forma may decline to produce or publish, or may remove, content that it reasonably believes violates this Policy or applicable law, and may suspend the Services for violations that create legal risk.