SpareFoot, Inc. Terms of Service

Last Updated: October 22, 2025

These Terms of Service (this "Agreement") explain the agreement between SpareFoot, Inc. ("SpareFoot") and you, a self-storage facility owner or operator ("Client"). This Agreement is made to be effective as of the date you agree to receive Services (as defied herein) from SpareFoot (the "Effective Date"). This Agreement and your order form (if applicable) governs the terms and conditions pursuant to which SpareFoot will provide you with access to certain services described in Section 1 below (each, a "Service" and collectively, the "Services"). By your electronic acknowledgement of this Agreement or by your continued use of the Services, you, on behalf of yourself and, if applicable, your organization, accept the terms and conditions of this Agreement and are representing and warranting that you can legally enter into this Agreement and satisfy all of the requirements hereunder.

PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THESE TERMS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 9 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

In consideration of the mutual promises contained herein, the parties agree as follows:

1. Background

SpareFoot is a provider of multiple Services, including but not limited to the SpareFoot AdNetwork Service ("AdNetwork"), the SpareFoot SiteBuilder Service ("SiteBuilder"), and the SpareFoot Booking Widget ("Booking Widget"). Client desires to obtain and SpareFoot desires to provide Client with access to one or more of the Services pursuant to this Agreement. Service-specific terms and conditions (each, "Supplemental Terms") apply to one or more of the Services based on Client’s activation and use of the specific Service, with SpareFoot’s permission. Supplemental Terms are specified in the exhibits linked hereto. Any applicable Supplemental Terms shall (together with this Agreement and your order form) constitute the entire agreement between Client and SpareFoot with respect to the specific Service. Terms capitalized in the Supplemental Terms but not defined therein shall have the meanings given to them in this Agreement. In the event of a conflict between this Agreement and any such Supplemental Terms, the Supplemental Terms shall apply, solely with respect to such Service. In the event of a conflict between this Agreement or the Supplemental Terms and your order form, your order form shall apply, solely with respect to such Service.

2. Service

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, including without limitation payment of the applicable fees specific to a Service, SpareFoot grants Client a non- exclusive, non-transferable, limited right to access and use the Service(s) during the term to which Client has subscribed solely for its/their internal business purposes, which precludes access and use by a third party to obtain (or share in your receipt of) payments made by your tenants (unless SpareFoot has consented in writing to such access by a third party).

2.2 Client Assistance. Client shall provide SpareFoot with all information and assistance as reasonably required for SpareFoot to activate and operate the Service(s) for Client pursuant to this Agreement. Client grants SpareFoot all rights or licenses necessary for SpareFoot to use such information in connection with the provision of the Service(s).

2.3 Customer Support. SpareFoot will provide reasonable technical support services to Client for the services specified in the applicable Supplemental Terms.

2.4 Access to Service. Client acknowledges that maintenance may be required from time to time and as a result the Service(s) may be offline from time to time. SpareFoot will endeavor to take steps to minimize disruption or limited access to the Services.

2.5 Customer Reviews. In connection with the Service, client's customers may submit reviews of Client facilities via SpareFoot's website, by survey or otherwise. Client acknowledges SpareFoot's right to publish reviews concerning Client's facilities and that reviews submitted to SpareFoot and posted on its website reflect the opinions and beliefs of the individual reviewers and not of SpareFoot or any of its affiliates, officers, directors or employees. SpareFoot is not responsible and assumes no liability for any reviews, or for any loss or damage related to such reviews. Client shall not review Client facilities or any competing facilities. SpareFoot has no obligation to delete reviews of any facility or monitor the reviews or related responses, though it reserves the right to do so. Client may post one response to each customer review of its facilities, so long as the response does not violate SpareFoot's Review Terms and Conditions available at https://www.sparefoot.com/legal/reviewstoc.html. SpareFoot encourages Client to respond to any negative reviews and identify how it intends to rectify the customers' concerns. If Client believes a review of a Client facility is fraudulent or in violation of SpareFoot's Review Terms and Conditions, Client should contact SpareFoot at [email protected]. If after reviewing the information provided by Client regarding the review, SpareFoot may, but is not required to, remove the review from its website, subject to the other terms herein.

3. Client Obligations

3.1 Rights Regarding Site(s). Client certifies that it owns or has all necessary rights to control the website(s), if any, that is/are integrated with or linked with the Service(s) (the "Client Site(s)"), and that to the extent required and applicable, Client has all rights necessary to integrate the Service(s) with the Client Site, to administer the Service, and to fulfill its obligations under this Agreement.

3.2 Bug Reporting. Client shall promptly report to SpareFoot all bugs and errors related to the Service(s) of which Client becomes aware.

3.3 Client Responsibilities and Restrictions. Client is responsible for all activities that occur under the use of the Services. Client shall (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data and content submitted for use of the Services; (ii) use best efforts to prevent unauthorized control or tampering of any other unauthorized access to, or use of, the Services, including but not limited to (a) regularly reviewing your list of authorized users, which shall not include any employee, agent, or representative(s) of a third-party vendor in support of their product or service offering other than an accountant, a full-service property management company or a previously disclosed a specified third-party specifically permitted by SpareFoot in writing to have access, (b) not share username and password credentials with any employee, agent, or representative(s) of a third-party, and (c) shall and notify SpareFoot promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; (iv) to the extent applicable, comply with all applicable rules of credit card associations (including American Express, MasterCard and Visa); and (v) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Services. Client may not (i) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services; (ii) license, sublicense, sell, rent , assign, distribute, time share transfer, lease, loan, resell, distribute or otherwise commercially exploit, grant rights in or make the Services available to any third party; (iii) use the Services except as expressly authorized hereunder or in violation of any Applicable Laws; (iv) manage, create, develop, market, sell, or distribute or assist another party to manage, create, develop, market, sell, or distribute competitive Services; (v) engage in any illegal or deceptive trade practices with respect to the Services; (vi) circumvent or disable any security or other technical features or measures of the Services or any other aspect of the software or, in any manner, attempt to gain or attain unauthorized access to the Services or its related computer systems or networks; (vii) use the Services to transmit infringing, libelous, obscene, threatening, malicious code, or otherwise unlawful, unsafe, abusive or tortious material, or to store or transmit material in violation of third- party privacy rights; (viii) use the Services to store or transmit any malicious code or unsolicited messages in violation of applicable laws, (ix) interfere with or disrupts the integrity or performance of the Services or third-party data contained therein, or (x) or (x) use any robot, spider, other automated device or process, or manual process to (a) crawl, monitor, copy, or "scrape" web pages or the content contained in the Services or (b) access the Services, or substantially download, reproduce or archive any portion of the Services.

4. Fees

4.1 Fees. Client shall pay SpareFoot the fees, if any, set forth in the Supplemental Terms or Client’s order form accepted and agreed to by Client. All fees are non- refundable, provided that if any Service that is for a specified term is terminated by SpareFoot pursuant to Section 8.2.1, then SpareFoot shall refund a pro-rated portion of any pre-paid subscription fee.

4.2 Fee Increases. Unless otherwise set forth in the Supplemental Terms, from time to time, fees may be increased after the initial term upon prior notice to the Client.

4.3 Move in Floor Charge. Client’s will be charged an additional fee each month if Client’s Move-In Rate ("MIR") is less than an identified percentage (below the platform average of 50%) as communicated to Client. The MIR fee represents the additional move-in fees SpareFoot would have collected if your MIR had been at the identified percentage.

4.4 Invoicing. SpareFoot may invoice Client for any applicable fees incurred by the Client from time to time in connection with the Service(s). Unless otherwise specified in the applicable Supplemental Terms or Client’s order form, all fees are due and payable in U.S. dollars within thirty (30) days of of the date of the SpareFoot invoice.

4.5 Late Payments. If payment is not made by Client within thirty (30) days after the invoice date, SpareFoot may charge Client a late fee on the unpaid balance at the lesser of one-and-a-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly. Client agrees to pay for all costs incurred by SpareFoot in connection with the collection of such past due amounts, including, without limitation, reasonable attorneys’ and collections agencies’ fees.. Should Client not pay amounts when due, SpareFoot may (at its discretion and in addition to other remedies it may have) deactivate the Service(s) and terminate this Agreement.

4.6 Taxes. Client shall be responsible for sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entity on the transactions contemplated by the Agreement. When SpareFoot has the legal obligation to pay or collect taxes for which the Client is responsible for, pursuant to this Section 4, the appropriate amount shall be invoiced to and thereafter paid by Client unless Client provides SpareFoot with a valid tax exemption certificate authorized by the appropriate taxing authority before invoice is sent.

5. Proprietary Rights

5.1 Ownership of the Service. SpareFoot shall exclusively own all right, title, and interest in and to the Service, including all modifications, improvements, upgrades, and derivative works related thereto and all intellectual property rights therein. Client agrees to assign all right, title, and interest it may have in the foregoing to SpareFoot. If Client provides or creates comments, input, or feedback in connection with the Service(s) or pursuant to Section 3.2 hereof ("Feedback"), Client hereby assigns all of its right, title, and interest in and to such Feedback to SpareFoot. To the extent that the foregoing assignment is ineffective for whatever reason, Client hereby grants to SpareFoot a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and otherwise exploit such Feedback without restriction.

5.2 Trademark Restrictions. Client shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices or proprietary mark placed or embedded by SpareFoot on or in the Service.

5.3 Data Ownership. Client shall own all right, title, and interest in and to any data that is collected by SpareFoot from Client or provided by Client in connection with Client’s use of the Service ("Data") and grants a non-revocable license to Sparefoot to use such Data as set forth herein. Client shall not include in the Data any personal, sensitive, or private data protected by customer data laws.

5.4 Protection of Client Data, Personal Information, and Confidential Information. Each party is responsible for complying with applicable laws, including applicable data protection legal requirements, for the purpose of this agreement. SpareFoot shall implement and maintain reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of client data, confidential information or personal information. SpareFoot may occasionally update, change, or add safeguards and security methods as warranted in SpareFoot’s sole discretion. SpareFoot will provide notice if Client needs to take action to facilitate continued interaction with the Services. Additional Information of how we treat Client data us set forth in our privacy policy, available athttps://www.sparefoot.com/legal/privacy.html.

5.5 Use of Anonymous Data. SpareFoot, at its discretion, may distribute certain Client data to other sites, forums, aggregators, or other 3rd parties for the purpose of promoting Client facilities either individually or in aggregate, pursuant to providing the agreed Service to Client. Data that is published to the Internet on behalf of Client to affect the Service is considered publicly available and not bound by any confidentiality provisions. This includes but is not limited to facility information, unit pricing, unit availability, photos, consumer reviews, and consumer survey responses.

5.6 Integration. Client may elect to manage the Service manually or integrate with SpareFoot via an existing software vendor. Software vendors supported by SpareFoot include but are not limited to SiteLink, storEDGE, and Easy Storage Solutions, (the "Vendor"). Specific to data available via the agreed Vendor, (the "Database"), Client grants to SpareFoot a non-exclusive, transferable, sub- licensable, world-wide license to establish a link from SpareFoot’s websites to Client’s Database server (the "Link") for the term of this Agreement. In its use of the Link and in its relationship with the Vendor, SpareFoot acts as an agent of Client. The Link enables Client and SpareFoot to maintain unit pricing and availability information on SpareFoot websites and, if supported by the Vendor, allows SpareFoot to initiate reservations on behalf of prospective Client customers. Client shall be responsible for enabling the Link and obtaining all the necessary licenses, credentials, and authorizations from the Vendor to integrate the Database with SpareFoot’s websites and allow SpareFoot to access the Database on Client’s behalf. Client agrees that SpareFoot shall have the right, on behalf of Client, to view facility information, unit pricing and availability information, in addition to viewing tenant roster information pursuant to verifying move-ins. SpareFoot has the right to copy unit pricing and inventory information to SpareFoot systems as needed to efficiently provide the Service, but will not store tenant roster information other than to record and reconcile the fact that a specific reservation was consummated. Database information shall remain the sole and exclusive property of Client and/or the Vendor, as applicable.

6. Confidentiality

6.1 Definition of Confidential Information. All information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes its/their non-public Data; SpareFoot’s Confidential Information includes the Services its content; and Confidential Information of each party includes the terms and conditions of all order forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement. Neither party will disclose the terms any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6.2.

6.3 Disclosures Required by Law. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. Warranty and Limitations of Liability and Indemnification

7.1 Warranty Disclaimer. SERVICE(S) ARE PROVIDED TO CLIENT ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SPAREFOOT DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT THERETO AND WITH RESPECT TO ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UPTIME, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING.

7.2 Disclaimer of Consequential Damages. YOU ACKNOWLEDGE THAT WE HAVE HAS NOT PRICED THE SERVICES TO CONTEMPLATE THE RISKS OF RELIANCE BY YOU ON THE SERVICES TO HAVE OR ASSUME SUBSTANTIAL LIABILITY OR RESPONSIBILITY FOR YOUR USE THEREOF. IN NO EVENT WILL SPAREFOOT BE LIABLE TO USER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SPAREFOOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7.3 Maximum Liability. YOU ACKNOWLEDGE THAT WE HAVE HAS NOT PRICED THE SERVICES TO CONTEMPLATE THE RISKS OF RELIANCE BY YOU ON THE SERVICES TO HAVE OR ASSUME SUBSTANTIAL LIABILITY OR RESPONSIBILITY FOR YOUR USE THEREOF. IN NO EVENT SHALL SPAREFOOT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TERMINATION HEREOF, AND/OR PROVISION OF THE SERVICE EXCEED THE AMOUNTS PAID BY CLIENT TO SPAREFOOT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.4 Reasonable Allocation of Risk.The parties understand and agree that the limitations of liability set forth in this Section are a reasonable allocation of risk between the parties, and, absent such allocation, SpareFoot would not be able to charge the prices it is charges for the Service. The limitations of liability set forth in this Agreement shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

7.5 Indemnification.Client agrees to indemnify, hold harmless, and defend SpareFoot and its employees, officers, directors and agents from any and all claims, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) ("Claims") arising out of or relating to (i) Client’s use of the Services, (ii) any content provided by Client, (iii) any actual or alleged breach by Client of any representation, warranty, covenant or obligation under the Agreement, or (iv) gross negligence or willful misconduct.

8. Term of Agreement

8.1 Term. This Agreement will commence on the Effective Date and will continue for until terminated in accordance herewith. Any term specified on any Supplemental Terms shall, unless a party notifies the other in writing not less than sixty (60) days prior to the end of the then current applicable term, automatically renew for successive terms.

8.1.1 Automatic Renewal. At the end of the term specified on any Supplemental Terms or order form, the Service will automatically renew for additional one- month periods unless Client provides written notice of non-renewal to SpareFoot at least thirty (30) days prior to the end of the term expiration date. Client must submit notice of non-renewal to Sparefoot in accordance with the provisions as outlined in Section 8.3.

8.2 Termination.

8.2.1 Convenience. Unless agreed to in an order form or otherwise, Client or SpareFoot may terminate this Agreement and/or any order form at any time, for any reason, effective immediately upon providing thirty (30) days’ notice to the other party.

8.2.2 For Breach. In addition, SpareFoot may terminate this Agreement and/or any Supplemental Terms if Client is in breach of any term or condition set forth herein or therein, and such breach is not cured in the ten (10) day period following SpareFoot giving notice of such breach.

8.2.3 Effect of Termination. Upon termination of this Agreement and/or any Order Form, Client agrees to immediately discontinue use of the applicable Services, cease to represent in any form to be a user of the terminated Services, and destroy all Confidential Information. Neither party shall be liable for any damages resulting from a termination of the Agreement or Supplemental Terms as provided for herein; provided, however, that the termination of the Agreement does not affect any claim arising prior to such termination.

8.2.4 Your Data in the Event of Termination. Client acknowledges and agrees that following expiration or termination of Services or Supplemental Terms in whole or in part, SpareFoot may immediately deactivate all affected and related Services and shall have no obligation to continue to store Data during any period of suspension or termination or to permit Client to retrieve such data.

Client further agrees that SpareFoot shall not be liable to Client or to any third party for any termination of access to the Services or deletion of data pursuant to this Agreement. Following the termination of Client’s right to use the Services for any reason other than termination for cause by SpareFoot, Client may use any post-termination assistance we may generally make available with respect to the Services. SpareFoot may also endeavor to provide Client with unique post- suspension or post-termination assistance, but shall be under no obligation to do so.

8.2.5 Exemption from Return of Data. Notwithstanding anything to the contrary in this Section 8.2 (Termination) SpareFoot shall not be required to return to Client or destroy those copies of the Client Data or confidential information which copies were created pursuant to SpareFoot’s automatic archiving and backup procedures and the removal of which is not technically reasonable.

8.3 Survival of Certain Terms. Notwithstanding anything to the contrary in this Section 8.2 (Termination) SpareFoot shall not be required to return to Client or destroy those copies of the Client Data or confidential information which copies were created pursuant to SpareFoot’s automatic archiving and backup procedures and the removal of which is not technically reasonable.

9. General Provisions

9.1 Compliance with Laws. Client shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement. Client shall hold harmless and defend SpareFoot from any claim, action, suit or demand against SpareFoot arising from Client’s failure to comply with this paragraph and shall indemnify SpareFoot for any and all damages, liabilities, costs and expenses related thereto.

9.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the State of Texas, without regard to principles of conflict of laws.

ALL CLAIMS (AS DEFINED IN ABOVE) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S ORIGINAL JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

The arbitration shall be conducted by the American Arbitration Association (AAA) under its then- applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

WE EACH AGREE THAT ALL CLAIMS (AS DEFINED ABOVE) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 19 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

9.3 Notices. Unless otherwise specified, any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail or email at (i) the address shown at the beginning of this Agreement (in the case of SpareFoot), (ii) the address or email address provided to SpareFoot in connection with Client’s registration for the Service(s), (in the case of Client), or (iii) such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.

9.4 Entire Agreement. This Agreement and any applicable Supplemental Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof and thereof.

9.5 Modification. SpareFoot may modify any of the terms and conditions contained in this Agreement and/or any Supplemental Terms, at any time in our sole discretion. Notification to Client of any change by e-mail or posting of a change notice on SpareFoot's website, at SpareFoot’s sole option, at least fifteen (15) days prior to effecting such change, will be considered sufficient notice to Client of a modification to the terms and conditions of this Agreement and/or any Supplemental Terms, as applicable. Modifications may include, without limitation, changes in the amount and/or types of fees payable to SpareFoot. IF ANY MODIFICATION IS UNACCEPTABLE TO CLIENT, CLIENT’S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT AND/OR ANY APPLICABLE ORDER FORM. CLIENT’S CONTINUED USE OF THE SERVICES FOLLOWING SPAREFOOT’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON SPAREFOOT’S WEBSITE CONSTITUTES BINDING ACCEPTANCE OF THE CHANGE BY CLIENT.

Any modification of or amendment to this Agreement and/or any Supplemental Terms by Client , will be effective only if set forth in writing and signed physically or electronically by authorized employees of both parties.

9.6 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.

9.7 No Waiver. The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions.

9.8 Force Majeure. Nonperformance of either party (except for payment obligations) will be excused to the extent that performance is rendered impossible by strike, fire, flood, lightening, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

9.9 Assignment and Binding Effect. SpareFoot may transfer or assign this Agreement and its rights and/or obligations hereunder. Client may transfer or assign its rights or obligations under this Agreement on providing written notice to SpareFoot, subject to SpareFoot’s right to terminate as described in Section 8.2.

9.10 Injunctive Relief. Client agrees that any breach of its obligations regarding Confidential Information would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of Client’s obligations regarding Confidential Information, SpareFoot will be entitled to obtain equitable relief in addition to its other available legal remedies in a court of competent jurisdiction, without the necessity of proving actual damages or posting bond.

Exhibit A: SpareFoot AdNetwork Supplemental Terms

A1. Effectiveness of Terms

These Supplemental Terms ("Supplemental Terms"), together with the SpareFoot Client Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot AdNetwork Service. These Supplemental Terms are effective as of the date of AdNetwork Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

A2. Service

1. SpareFoot will make vacant units at Client’s facilities visible on the SpareFoot AdNetwork.
2. SpareFoot will allow consumers to reserve units in Client’s facilities via the SpareFoot AdNetwork, online and by phone.
3. SpareFoot will allow Client to maintain information about its facilities via my.sparefoot.com ("Client Portal").
4. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client will provide and maintain their inventory information via the my.sparefoot.com website.

A3. Pricing and Payment Terms

Billing Statement, Reconciliation and Payment. On or about the first day of each month, SpareFoot will generate and issue a statement (the "AdNetwork Fee Statement") which shall specify the aggregate fees due for such month. Client agrees and acknowledges that SpareFoot may use Client Data in accordance with Section 5.3 for the purpose of identifying Transaction Fees. Client shall have ten (10) days after the date of issuance to review, edit and reconcile the AdNetwork Fee Statement based on Client's own Tenant records and shall provide substantiation for any reduction in the amount specified in the issued AdNetwork Fee Statement upon request. The total amount due for each month shall be locked in at 11:59 PM central time on the 10th of the month, irrespective of whether Client has made edits to the AdNetwork Fee Statement. The applicable amount is payable on the eleventh (11th) day of the applicable month, unless delayed at SpareFoot's discretion, and shall be paid in accordance with Section 4.

Change to Pricing Model. Client's election to change the pricing model for a particular Facility after the Client activates the AdNetwork Service shall be deemed a voluntary deactivation and shall be dealt with as set forth in Section A.4. below.

A4. Service Deactivation

SpareFoot reserves the right to deactivate the AdNetwork Service without notice based on Late Payment, as described in Section 4.4 of the SpareFoot Client Terms of Service, or if it believes that Client is in violation of the Agreement or the AdNetwork Supplemental Terms. Client can voluntarily deactivate the AdNetwork Service without terminating the Agreement by written request to [email protected], allowing 30 days for the removal of information from the SpareFoot AdNetwork. On request for deactivation, the AdNetwork Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

A5. Client Obligations

Client shall not subvert the AdNetwork reservation system by publishing direct contact information on the AdNetwork, or use the AdNetwork in any way that encourages consumers to reserve Client storage units outside of the AdNetwork system. This includes but is not limited to publishing facility phone numbers, email addresses, or website addresses in Client facility descriptions, promotions, or photos.

Exhibit B: SpareFoot SiteBuilder Supplemental Terms

B1. Effectiveness of Terms

These Supplemental Terms ("Supplemental Terms"), together with the SpareFoot Client Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot SiteBuilder Service. These Supplemental Terms are effective as of the date of SiteBuilder Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

B2. Service

1. SpareFoot will build and host a dedicated website for Client’s storage facilities.
2. SpareFoot will allow consumers to reserve units in Client’s facilities via the dedicated website.
3. SpareFoot will allow Client to maintain website content via the my.sparefoot.com website.
4. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client can provide and maintain their inventory information via the my.sparefoot.com website.

B3. Pricing and Payment Terms

B4. Service Deactivation

SpareFoot reserves the right to deactivate the SiteBuilder Service without notice based on Late Payment, as described in Section 4.4 of the SpareFoot Client Terms of Service, or if it believes that Client is in violation of the Agreement or the SiteBuilder Supplemental Terms. Client can voluntarily deactivate the SiteBuilder Service without terminating the Agreement by written request to [email protected], allowing 30 days for the hosted site to be removed. On request for deactivation, SiteBuilder Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

Exhibit C: SpareFoot Insights Supplemental Terms

C1. Effectiveness of Terms

These Supplemental Terms ("Supplemental Terms"), together with the SpareFoot Client Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot Insights Service. These Supplemental Terms are effective as of the date of Insights Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion, refunding any advance payment for the Service, if applicable.

C2. Service

1. SpareFoot will make available to client via my.sparefoot.com reports on average regional self storage pricing specific to each of Client’s facilities where service is activated.
2. SpareFoot will allow client to access, view, and download reports for the duration of service activation.
3. SpareFoot reports will consist of historical monthly data accumulated for the duration of service activation.

C3. Pricing and Payment Terms

C4. Service Deactivation

SpareFoot reserves the right to deactivate the Insights Service without notice based on Late Payment, as described in Section 4.4 of the SpareFoot Client Terms of Service, or if it believes that Client is in violation of the Agreement or the Insights Supplemental Terms. Client can voluntarily deactivate the Insights Service without terminating the Agreement by written request to [email protected]. Deactivation will occur at the end of the calendar month when notice is received. On deactivation of the Service, the Insights Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

C5. Data Warranty

Data reports are provided as-is, and SpareFoot does not warrant accuracy or suitability for any specific purpose.