TROT Owner & Broker Portal Terms of Service

These Terms apply to property owners, landlords, property and asset managers, brokerage firms, brokers, agents, and other authorized business users of portal.trotowners.com.

1. Acceptance of These Terms

These Terms of Service (the "Terms") govern access to and use of the TROT owner and broker portal located at portal.trotowners.com (the "Owner Portal") and the related TROTflex booking workflow used in connection with the Owner Portal, together with related software, tools, integrations, services, and functionality made available by TROT (collectively, the "Platform"). The Owner Portal is an administrative and monitoring dashboard for owners, landlords, property representatives, and brokers. The renter-facing booking process takes place through TROTflex, TROT's proprietary booking and transaction technology. By creating an account, accessing the Platform, purchasing a subscription, submitting or managing a property or listing, or otherwise using the Platform, you agree to these Terms. If you use the Platform on behalf of a company, property owner, landlord, brokerage firm, or other organization, you represent that you have authority to bind that organization to these Terms.

2. Who May Use the Platform

The Platform is intended for commercial real-estate professionals and authorized business users, including property owners, landlords, asset managers, property managers, brokerage firms, licensed real-estate brokers and agents, and their authorized employees or representatives.

You must be at least 18 years old and legally capable of entering into a binding agreement. If a license, registration, authorization, or other professional qualification is required for your activities, you are solely responsible for maintaining it and complying with all laws and professional rules applicable to you.

3. Accounts and Account Security

You must provide accurate, current, and complete account information and keep it updated. You are responsible for activity occurring through your account and for maintaining the confidentiality of your credentials.

TROT may permit account creation or authentication through third-party services such as Sign in with Google. Your use of those services is also subject to the applicable third party’s terms and privacy practices. TROT’s collection and use of personal information is described in the TROT Privacy Policy. You must promptly notify TROT if you believe your account has been accessed or used without authorization.

4. Owners, Landlords, and Property Representatives

If you submit, activate, manage, or authorize a property or space on the Platform as an owner, landlord, asset manager, property manager, or other property representative, you represent and warrant that you have the legal right and authority to do so.

You are responsible for ensuring that the property, availability, pricing, building rules, permitted uses, occupancy information, photos, floor plans, descriptions, concessions, fees, and other listing information you provide are accurate and not misleading. You must promptly update information that becomes inaccurate or no longer reflects current availability.

You are also responsible for ensuring that use of the Platform does not violate any existing exclusive listing agreement, brokerage agreement, management agreement, lender restriction, ownership agreement, or other contractual obligation relating to the property.

5. Brokers, Agents, and Brokerage Firms

If you use the Platform as a brokerage firm, broker, salesperson, agent, or other real-estate professional, you represent and warrant that you are properly licensed or otherwise authorized as required by applicable law and that you have authority from the relevant owner, landlord, brokerage firm, or client to submit or manage the applicable property, listing, or transaction.

You are solely responsible for your brokerage relationship, fiduciary duties, agency disclosures, professional obligations, supervision requirements, commission agreements, fee-sharing arrangements, and compliance with applicable real-estate laws and regulations.

Unless TROT separately agrees in writing, TROT is not a party to any commission agreement between an owner, landlord, broker, agent, tenant representative, or other third party, and TROT does not determine or guarantee the payment of brokerage commissions.

6. TROT’s Role

TROT provides proprietary software and booking infrastructure for commercial real-estate transactions. The Owner Portal functions as an administrative and monitoring dashboard where authorized owners, landlords, property representatives, and brokers can manage property and listing information, availability, pricing, and transaction activity. The renter-facing booking process takes place through TROTflex, TROT's proprietary booking and transaction technology.

Owners, landlords, property representatives, and brokers - not TROT - are solely responsible for advertising, marketing, distributing, promoting, and generating traffic, inquiries, or leads for their spaces. They may use listing or booking links generated by the Platform in their own marketing. TROT does not undertake to market any property or space, and subscription fees do not purchase marketing, advertising, lead- generation, or brokerage services.

Unless TROT expressly agrees otherwise in a separate written agreement and is legally authorized to do so, TROT acts solely as a technology provider and not as a real-estate broker, agent, listing agent, marketing representative, fiduciary, property manager, attorney, lender, insurer, appraiser, or other professional advisor. TROT does not control the conduct of owners, brokers, renters, tenants, or other users and is not responsible for a user's independent marketing, decisions, representations, negotiations, or contractual obligations.

7. No Guarantee of Leasing Performance

Because TROT does not market spaces or generate demand on a user's behalf, TROT does not guarantee any number of views, inquiries, tours, applications, offers, bookings, licenses, leases, or transactions. TROT does not guarantee occupancy, rental rate, deal terms, tenant quality, transaction timing, or the amount of time required to lease or license a space.

Owners and brokers are responsible for their own marketing channels, campaigns, distribution, follow-up, and lead generation. Results may also depend on market conditions, pricing, location, property quality, availability, owner responsiveness, broker activity, renter demand, and the accuracy and competitiveness of information submitted to the Platform.

8. Subscriptions, Fees, and Payment

Access to certain Platform functionality may require a paid subscription. Pricing, the space covered by a subscription, and any applicable usage or service fees will be disclosed on the Platform, at enrollment, or in an applicable order form, proposal, or written agreement.

TROT's pricing may be calculated based on rentable square footage, available space, portfolio size, features, subscription tier, or another metric disclosed before purchase. Unless an order form or separate written agreement states otherwise, a TROT subscription begins on its activation date and has an initial committed term of one year (the "Initial Term"). TROT does not provide a free trial unless one is expressly stated in an applicable order form.

Subscription fees are fees for access to the Owner Portal, TROTflex booking technology, and related software infrastructure. They do not include marketing, advertising, lead-generation, or brokerage services and are not brokerage commissions unless TROT expressly states otherwise in a separate written agreement.

Unless an applicable order form states otherwise, at the end of the Initial Term and each renewal term, the subscription automatically renews for successive one-year periods (each, a "Renewal Term"). The subscriber may prevent renewal by delivering notice of non-renewal at any time before 11:59 p.m. Eastern Time on the calendar day immediately preceding the renewal date. A notice of non-renewal takes effect at the end of the then-current term; it does not terminate the subscription early or eliminate fees owed for the then-current term.

TROT will provide advance written notice of each upcoming automatic renewal. As its standard renewal process, TROT will send a first reminder between 35 and 45 calendar days before the renewal date and a second reminder between 18 and 25 calendar days before the renewal date. Each reminder will identify the renewal date, the length of the Renewal Term, the applicable renewal fee or the basis for determining it, the deadline to prevent renewal, and the available method or methods for submitting notice of non-renewal. Renewal reminders may be delivered by email and through the Owner Portal. TROT will also use any additional timing, content, or delivery method required by applicable law, including first-class or certified mail or personal delivery where legally required. Subscribers are responsible for keeping their account email address, mailing address, and other contact information current.

A subscriber may submit notice of non-renewal through any cancellation or non-renewal function made available in the Owner Portal or by emailing gethelp@trotflex.com. TROT will provide an electronic acknowledgment capable of being retained. Unless otherwise stated in an applicable order form, a Renewal Term will be charged at TROT's then-current subscription price. Any price change will be disclosed in the renewal notice or through any other notice required by applicable law.

You authorize TROT and its payment processors to charge the payment method associated with your account for amounts due, including applicable renewal fees on the renewal date. You are responsible for applicable taxes, except taxes imposed on TROT's net income. Except where required by law or expressly stated in an applicable order form or written agreement, fees paid or owed for a committed subscription term are non-refundable.

9. Additional Space and Billing Adjustments

During an Initial Term or Renewal Term, a subscriber may add properties, listings, or rentable square footage to its subscription ("Additional Space"). Before Additional Space is activated, TROT will display through the Platform or otherwise disclose the additional square footage or other applicable billing metric, the applicable rate, the prorated amount due through the end of the then-current term, the charge date, and the anticipated effect on renewal fees. Only an account administrator, billing administrator, or other representative authorized to incur charges on the subscriber's behalf may approve Additional Space. By approving the addition, that person represents that the person has such authority.

Upon approval, the additional fees become due and TROT may charge the payment method associated with the account. Unless otherwise disclosed before approval, Additional Space will be coterminous with the subscriber's existing subscription, and the incremental fee will be prorated from the activation date of the

Additional Space through the end of the then-current term using the rate and proration method disclosed before approval. Adding space will not create a separate subscription anniversary or renewal date. At the next renewal, subscription fees will be calculated using all active space and other applicable subscription metrics associated with the account as of the renewal date, at the applicable full-term rate disclosed in the renewal notice or applicable order form. Removing or deactivating space during a committed term will not reduce fees or create a refund or credit for that term. Any approved reduction will take effect at the next renewal unless TROT agrees otherwise in writing.

10. Listings, Content, and Data You Provide

You retain ownership of property information, photographs, floor plans, logos, descriptions, documents, and other materials you submit to the Platform ("User Content"). You grant TROT a non-exclusive, worldwide, royalty-free license to host, reproduce, format, and display User Content as reasonably necessary to operate, secure, support, and improve the Owner Portal and TROTflex; create listing or booking pages and links for your use; and process applications, bookings, payments, and related transactions at your direction. This license does not obligate TROT to advertise or market any property or space.

You represent that you have all rights and permissions necessary to provide User Content and allow TROT to use it as described in these Terms. You may not submit content that is false, deceptive, infringing, unlawful, defamatory, discriminatory, malicious, or that violates another person’s rights. TROT may remove, disable, correct, or request changes to content that appears inaccurate, unauthorized, unlawful, misleading, technically harmful, or inconsistent with Platform requirements.

11. Transactions and Separate Agreements

After an owner or broker directs a prospective renter to TROTflex, TROTflex may facilitate account creation, applications, deal submissions, bookings, licenses, leases, payments, and related communications, depending on the functionality enabled. The Owner Portal allows authorized owners and brokers to manage and monitor the related information and activity. A particular transaction may also be governed by a separate license agreement, lease, booking agreement, order form, brokerage agreement, payment authorization, or other contract between the relevant parties.

TROT is not responsible for enforcing the commercial terms of agreements solely between users unless TROT is expressly a party to the applicable agreement. If a separate written agreement with TROT directly conflicts with these Terms, the separate written agreement controls with respect to that conflict.

12. Third-Party Services and Integrations

The Platform may rely on or integrate with third-party services, including identity providers, payment processors, hosting providers, communications providers, analytics services, property-management systems, and other technology providers.

TROT does not control third-party services and is not responsible for their independent acts, outages, security practices, terms, or privacy practices. Use of a third-party service may be subject to additional terms imposed by that provider.

13. Acceptable Use

You may not misuse the Platform. Prohibited conduct includes attempting to gain unauthorized access; interfering with Platform security or operation; introducing malware or harmful code; scraping or extracting data at unreasonable scale without permission; impersonating another person or entity; using the Platform for unlawful, fraudulent, deceptive, harassing, or discriminatory conduct; circumventing access restrictions; or using TROT content or data to build or train a competing service without TROT’s written permission.

You may not use the Platform to market or transact space that you are not authorized to represent or to submit information you know is materially inaccurate.

14. Intellectual Property

The Platform, including its software, workflow, design, branding, text, graphics, databases, features, and other TROT-provided content, is owned by TROT or its licensors and is protected by intellectual-property laws. Except for the limited right to use the Platform under these Terms, no rights are transferred to you. If you provide feedback, ideas, suggestions, or recommendations regarding the Platform, you grant TROT the right to use them without restriction or compensation, provided TROT does not publicly identify you as the source without permission.

15. Confidentiality and Privacy

During use of the Platform, users may receive non-public business, property, transaction, pricing, applicant, or contact information. You agree to use non-public information only for legitimate Platform and commercial real-estate purposes and to protect it using reasonable care.

TROT’s handling of personal information is governed by the TROT Privacy Policy made available on the Platform. You are responsible for providing any notices and obtaining any consents required for personal information that you submit to TROT on behalf of another person.

16. Suspension and Termination

TROT may suspend or restrict access to the Platform if reasonably necessary to protect Platform security, prevent fraud or misuse, address nonpayment, comply with law, investigate a material violation, or protect TROT or other users.

You may stop using the Platform at any time, but stopping use does not eliminate payment obligations for an existing committed subscription term or obligations that by their nature survive termination. Upon termination, provisions concerning fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, disputes, and other provisions intended to survive will remain in effect.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TROT DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TROT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL INFORMATION PROVIDED BY USERS OR THIRD PARTIES WILL BE ACCURATE, COMPLETE, OR CURRENT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TROT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR LOST LEASING OPPORTUNITIES ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TROT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO TROT FOR THE PLATFORM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain exclusions or limitations, so portions of this section may not apply to you to the extent prohibited by law.

19. Indemnification

You agree to defend, indemnify, and hold harmless TROT and its affiliates, officers, directors, employees, and contractors from third-party claims, damages, liabilities, losses, costs, and reasonable attorneys’ fees arising out of or relating to: (a) your User Content; (b) a property, listing, or transaction you submit or manage; (c) your brokerage, agency, management, ownership, or other professional relationship; (d) your violation of law or professional obligations; (e) your breach of these Terms; or (f) your infringement or violation of another person’s rights.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. Unless the parties agree otherwise in writing, any action arising out of or relating to these Terms or the Platform will be brought in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction of those courts.

21. Electronic Communications and Signatures

You agree that notices, disclosures, agreements, authorizations, and other communications may be provided electronically, including through the Platform or by email. Electronic acceptance, checkboxes, account actions, and electronic signatures may be used to evidence agreement to contracts and transactions to the extent permitted by law.

22. Changes to the Platform or These Terms

TROT may update the Platform and these Terms as the business, technology, or legal requirements evolve. If TROT makes a material change to these Terms, TROT will provide notice as required by applicable law. The updated Terms will state a new effective date.

Continued use of the Platform after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by law.

23. General Terms

These Terms and any applicable order form or separate written agreement with TROT constitute the agreement between you and TROT regarding the subject matter they cover. If any provision is held unenforceable, the remaining provisions will remain in effect. TROT’s failure to enforce a provision is not a waiver. You may not assign your rights or obligations under these Terms without TROT’s written consent, except in connection with a permitted merger, reorganization, or sale of substantially all relevant business assets. TROT may assign these Terms as part of a corporate reorganization, financing, merger, acquisition, or sale of business or assets.

24. Contact

Questions regarding these Terms may be directed to:

TROT Support: gethelp@trotflex.com Website: https://portal.trotowners.com/ Phone: +1 (866) 876-8353