Terms of Service

1. Service License

Cost Seg App is developing a proprietary platform that utilizes artificial intelligence and machine learning technologies to assist customers in performing cost segregation analyses (the "Services"). Subject to the terms herein, Cost Seg App hereby grants Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services on its own behalf and on behalf of its employees and contractors ("End Users") solely for the purpose of generating cost segregation studies and related analyses.

2. Intellectual Property and Reverse Engineering Protection

The Services (excluding the Customer Content hosted thereon), Documentation, and all other materials provided by Cost Seg App hereunder, including but not limited to all manuals, reports, records, programs, data and other materials, and all intellectual property rights in each of the foregoing, are the exclusive property of Cost Seg App and its suppliers.

Customer agrees that it will not, and will not permit any other party to:

• Permit any unauthorized party to access the Services or any accompanying documentation
• Modify, adapt, alter or translate the Services or Documentation
• Sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party
• Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services
• Use or copy the Services or Documentation except as expressly permitted under this Agreement
• Publish or disclose to any third party any performance benchmark tests or analyses or other non-public information relating to the Services or the use thereof

3. Customer Content and Data

"Customer Content" means any and all information, data, texts, files, images and other materials that is provided, imported or otherwise used by or on behalf of Customer (or its End Users) with the Services. As between Customer and Cost Seg App, Customer will at all times remain the exclusive owner of such Customer Content.

Customer hereby grants to Cost Seg App a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid license (i) during the term, to use the Customer Content as necessary to provide the Services to Customer and (ii) during and after the term, to use aggregated and anonymized Customer Content to improve the Services and Cost Seg App's related product and service offerings.

4. Fees and Payment

Customer will pay to Cost Seg App the fees and charges as agreed upon in the applicable service agreement. All fees are billed in accordance with the payment terms set forth in such agreement. Cost Seg App reserves the right to discontinue the Services and suspend Customer's access to the Services if any fees or charges are overdue until such amounts are paid in full.

5. Confidentiality

The structure, sequence, organization and code of the software used to provide the Services constitute valuable trade secrets of Cost Seg App and its suppliers. Customer will not disclose to any third party any information about the Services, including its existence, design, performance characteristics, feedback, and test results. Customer will use reasonable efforts to prevent any access to the Services by anyone other than its employees who are obligated to comply with the terms hereof.

6. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AND ALL OTHER DOCUMENTATION AND MATERIALS ARE PROVIDED "AS IS" AND WITH ALL FAULTS.

COST SEG APP MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH CUSTOMER'S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES IS WITH CUSTOMER.

7. Limitation of Liability

IN NO EVENT WILL COST SEG APP OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, LOST DATA, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THIS AGREEMENT OR CUSTOMER'S USE OF THE SERVICES.

THE TOTAL CUMULATIVE LIABILITY, RELATED TO THIS AGREEMENT, OF COST SEG APP AND ITS SUPPLIERS SHALL BE LIMITED TO THE GREATER OF (I) ONE THOUSAND DOLLARS (U.S. $1,000) AND (II) THE AMOUNT OF FEES OR CHARGES PAID BY CUSTOMER TO COST SEG APP IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Term and Termination

This Agreement commences upon the Effective Date and will continue in effect as specified in the applicable service agreement. Upon termination or expiration of this Agreement, Customer shall immediately cease all use of Services, and delete or destroy all copies of the Documentation in the possession or control of Customer.

Sections regarding Intellectual Property, Fees and Payments, Confidentiality, Disclaimers of Warranties, Limitation of Liability, and General Provisions will survive the termination or expiration of this Agreement.

9. General Provisions

This Agreement will be governed by the laws of the State of California, without reference to conflicts of law principles. Customer may not assign or transfer, by operation of law, change of control or otherwise, any of its rights under this Agreement to any third party without Cost Seg App's prior written consent.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.