‍Just Appraised Inc. Terms of Service

Last Updated Date: October 7, 2026

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Part 1. Terms of Service

These Terms of Service (these "Terms"), together with each Order Form, the Data Processing Addendum in Part 2 (the "DPA"), and any exhibits or schedules incorporated by reference (collectively, this "Agreement"), form a binding contract between Just Appraised Inc. ("Company") and the government entity or other organization identified as the customer in an Order Form ("Customer"). This Agreement governs Customer's access to and use of the Platform and Services.

Customer accepts this Agreement by signing an Order Form that references these Terms, or by otherwise accepting these Terms in writing. The individual who signs or accepts on behalf of Customer represents and warrants that he or she has the legal authority to bind Customer to this Agreement.

Members of the public who use the public-facing portions of the Platform are not parties to this Agreement. Their use is governed by the Public User Terms in Part 3.

1. Definitions

1.1 "AI Features" means features of the Services that use machine learning, large language models, or other artificial intelligence to generate, classify, summarize, transcribe, translate, or extract content, including chat and voice assistants.

1.2 "AI Output" means content that AI Features generate in response to input from Customer, a User, or Customer Data.

1.3 "Company IP" means all technology, inventions, works of authorship, know-how, methods, processes, algorithms, models, software, source code, object code, application programming interfaces, configurations, workflows, templates, tools, user interfaces, databases, documentation, trade secrets, and other intellectual property or proprietary rights that are: (a) owned by, licensed to, or developed by or for Company; (b) embodied in, used to provide, or otherwise related to the Services, Software, Deliverables, or the Platform; or (c) developed, conceived, reduced to practice, or acquired by Company in the course of performing under this Agreement, excluding only Customer Data and Customer's Confidential Information. Company IP includes all modifications, enhancements, updates, upgrades, derivative works, and residual knowledge related to the foregoing, but does not include any Customer-owned materials expressly identified in this Agreement as owned by Customer.

1.4 "Confidential Information" means all non-public business, technical, financial, or other information disclosed by or on behalf of a party to the other party 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. Customer Data is Customer's Confidential Information. The Services, Software, Documentation, pricing, and any non-public technical information regarding the Platform, including the Platform itself, are Company's Confidential Information.

1.5 "Customer Data" means all data, information, records, content, and other materials submitted, uploaded to, transmitted through, or otherwise made available to Company by or on behalf of Customer or any User in connection with the Services, including Integrated Data described in Section 6.1 and content submitted by Public Users through Customer's deployment of the Platform. Customer Data does not include Usage Data.

1.6 "Customer User" means an individual whom Customer authorizes to access the non-public portions of the Platform under Customer's account, including Customer's employees, officials, contractors, and agents, and employees of any county, municipality, or other government body that Customer authorizes to use the Platform on Customer's behalf.

1.7 "Data Protection Laws" has the meaning given to "Applicable Law" in the DPA.

1.8 "Deliverables" means the specific reports, documents, training materials, or other tangible work product, if any, that Company is expressly required to provide to Customer under an Order Form or SOW and that are expressly identified in it as "Deliverables." Deliverables do not include the Platform, Software, Documentation, Company IP, Professional Services IP, configurations, templates, forms, workflows, interfaces, code, updates, upgrades, patches, enhancements, or any other materials, technology, or intellectual property of Company, whether pre-existing or developed, configured, or used by Company in connection with the Services, unless the Order Form expressly states otherwise in clear and specific terms.

1.9 "Documentation" means Company's standard user guides, technical documentation, and written instructions for the Platform made available by Company to Customer.

1.10 "Effective Date" has the meaning set forth in the applicable Order Form or, if not defined there, means the date of the last party's signature on the Order Form.

1.11 "Entitlements" means the scope limits stated in an Order Form for a Product, such as seats, departments, usage quantities, embedded website domains, integrations, API access, jurisdictions, or record or parcel counts.

1.12 "Excluded Claims" means: (a) Customer's obligation to pay Fees due under this Agreement; (b) either party's breach of Section 12 (Confidentiality); (c) either party's indemnification obligations under Section 14; (d) Customer's breach of Section 4.7 (Use Restrictions); and (e) liability that cannot be limited or excluded under applicable law.

1.13 "Feature Requests" means requests for enhancements, new functionality, or other product changes.

1.14 "Fees" has the meaning given in Section 9.4.

1.15 "Integrated Data" means any data, records, files, content, or other information that is imported into the Services from an Integrated System, exported from the Services to an Integrated System, or otherwise exchanged between the Services and an Integrated System.

1.16 "Integration Components" means any APIs, connectors, adapters, mappings, scripts, templates, file specifications, transformation logic, workflows, interface designs, methods, tools, code, and other technology or know-how used or developed by Company in connection with the integration of the Services with any Integrated System. Integration Components do not include Customer Data or any software, systems, or confidential information owned or controlled by Customer or a third party.

1.17 "Integrated System" means any third-party software, software-as-a-service offering, database, platform, application, interface, data source, file transfer destination, file transfer source, government system, or other external system that is connected to, exchanges data with, or otherwise interoperates with the Services by or on behalf of Customer, whether through an API, flat file, secure file transfer, webhook, manual import or export, or other integration method.

1.18 "Order Form" means an order form, quote, or other ordering document executed by the parties, or otherwise accepted by Customer as authorized by this Agreement, that identifies the Products, Pricing Model, Entitlements, Professional Services, Fees, Subscription Term, and any transaction-specific terms. Schedule 1 lists what an Order Form states.

1.19 "Platform" means the software-as-a-service applications provided by Company.

1.20 "Pricing Model" means the seat-based, usage-based, or flat-fee model, or a combination of them, that an Order Form assigns to a Product under Section 9.2.

1.21 "Privacy Policy" means Company's privacy policy available at https://www.justappraised.com/security/privacy-policy, as updated from time to time.

1.22 "Product" means each distinct Company software offering identified in an Order Form.

1.23 "Professional Services" means any implementation, configuration, training, consulting, integration, or other services identified in an Order Form or SOW and performed by Company for Customer.

1.24 "Professional Services IP" means, collectively: (a) the Services, Platform, Software, Documentation, and Company IP; (b) all tools, templates, methodologies, processes, know-how, inventions, works of authorship, software, code, configurations, interfaces, routines, forms, workflows, and other materials used or developed by or for Company in connection with the Professional Services; and (c) all Deliverables, work product, and other materials created, developed, configured, or provided by Company in connection with the Professional Services, in each case whether created before, during, or after the performance of the Professional Services.

1.25 "Public User" means an individual member of the public, such as a property owner, resident, or a person acting for one, who uses the public-facing portions of the Platform that Customer makes available, whether anonymously or through a registered public account. A Public User is not a Customer User.

1.26 "Public User Terms" means the terms in Part 3 of this document, as updated from time to time.

1.27 "Services" means, collectively, the Platform, the AI Features, support, and any Professional Services that Company provides under this Agreement.

1.28 "Software" means any software used by Company to provide the Platform, including any related APIs, tools, models, scripts, and associated documentation, but excluding Customer Data.

1.29 "Statement of Work" or "SOW" means a document executed by the parties that references this Agreement and describes Professional Services, including their scope, Deliverables, milestones, assumptions, dependencies, acceptance criteria, schedule, and Fees.

1.30 "Subprocessor" has the meaning set forth in the DPA.

1.31 "Subscription Term" has the meaning given in Section 9.1.

1.32 "Taxes" means all sales, use, value-added, goods and services, excise, withholding, and similar taxes, duties, and levies imposed by any governmental authority, excluding taxes based on Company's net income, property, or employees.

1.33 "Term" means the period from the Effective Date through the expiration or termination of all Order Forms, unless earlier terminated in accordance with this Agreement.

1.34 "Usage Data" means data and information relating to the performance, operation, support, and use of the Services that is collected or generated by Company in connection with providing the Services, including log data, telemetry, diagnostic data, metering data, and analytics, provided that Usage Data does not identify Customer, any User, or any individual, except as necessary for internal operational, security, billing, support, or legal compliance purposes.

1.35 "Users" means Customer Users and Public Users.

2. The Services

2.1 Provision of Services. Subject to this Agreement, Company will make the Services available to Customer during the Subscription Term of each Order Form. Customer will purchase, and Company will provide, the Products, Entitlements, and Professional Services specified in the applicable Order Form. The Services may include access to the Platform, hosting, maintenance and support, implementation, configuration, integration, training, onboarding, consulting, and other Professional Services. Certain aspects of the Services may vary based on the Product, Pricing Model, Entitlements, implementation scope, Integrated Systems in scope, or other specifications set forth in an Order Form.

2.2 Access Rights. Subject to Customer's payment of all applicable Fees and compliance with this Agreement, Company grants Customer, during the Subscription Term, a revocable, limited, non-exclusive, non-transferable, non-sublicensable right to permit Customer Users and Public Users to access and use the Platform solely for Customer's governmental, administrative, operational, and public-service purposes, within the Entitlements, and only in accordance with this Agreement, the Documentation, and the applicable Order Form. Except as expressly stated in this Agreement, no right is granted to Customer or any User to receive a copy of software or source code, or any ownership interest in the Platform or Services.

2.3 Order Forms. The parties may enter into one or more Order Forms from time to time. Each executed Order Form is incorporated into and governed by this Agreement. An Order Form may identify, among other things, the Products, Pricing Model, Entitlements, Fees, billing schedule, Subscription Term, support level, implementation tasks, onboarding services, integration work, Deliverables, assumptions, project roles, milestones, dependencies, and acceptance criteria. Section 17.6 sets the order of precedence between an Order Form and these Terms.

2.4 Changes to Services. Company may make updates, enhancements, bug fixes, patches, modifications, or other changes to the Services from time to time in the ordinary course of business, provided that such changes do not materially reduce the core functionality of the Services purchased under the applicable Order Form during the then-current Subscription Term. If the parties wish to expand or modify the scope of Services, including by adding Products or Entitlements, adding, modifying, or removing any Integrated System, requesting additional onboarding or implementation work, or otherwise changing the commercial or project scope, the parties will do so through a new or amended Order Form. Company will use reasonable efforts to coordinate material implementation or project changes through the parties' designated contacts. Company will not be responsible for delays to the extent caused by Customer, a Customer User, an Integrated System, a third-party system, or a dependency or assumption identified in the applicable Order Form.

2.5 Pilot, Trial, and Beta Offerings. Company may make available pilot, trial, preview, or beta features or Products that are identified as such ("Beta Offerings"). Beta Offerings are provided for evaluation, may be changed or discontinued at any time, and are excluded from any support commitments and service levels. Except as an Order Form expressly states otherwise, Beta Offerings are provided "as is" and Company's total liability for them will not exceed one hundred U.S. dollars (US$100).

2.6 AI Features. Certain Products include AI Features. Customer acknowledges that AI Output is generated by probabilistic models, may be inaccurate, incomplete, or inappropriate, and may not be unique. AI Features do not make, and AI Output does not constitute, any official determination of property value, exemption, eligibility, tax liability, or any other legal or administrative decision. Customer is responsible for: (a) reviewing AI Output before relying on it for any official action; (b) configuring the content, knowledge sources, and escalation paths that AI Features use; and (c) providing any notice to Public Users that the law requires about the use of AI or automated systems, including notice that an interaction is with an automated assistant. Company will make available reasonable controls to enable or disable AI Features as described in the Documentation.

3. Users and accounts

3.1 Customer Users. Customer may grant Customer Users access to the non-public portions of the Platform, within the Entitlements. Customer Users access the Platform under Customer's acceptance of this Agreement and do not need to accept a separate agreement with Company. Customer Users are bound by this Agreement through Customer. Each Customer User's acts and omissions are deemed the acts and omissions of Customer, and Customer is responsible for each Customer User's compliance with this Agreement. Customer Users may access and use the non-public portions of the Platform only on behalf of Customer and only for the purposes permitted by Section 2.2. Company may display in-product notices or reminders of acceptable use to Customer Users. These notices do not create a separate contract between Company and any Customer User.

3.2 Public Users. The Services may include public-facing functionality that Customer makes available to Public Users, such as chat, voice, web forms, document submission, and public account registration. Before a Public User registers an account or submits a document or form, Company will require the Public User to accept the Public User Terms through a click-wrap or similar affirmative action. Public Users may access only those portions of the Platform intended for public use and may not access administrative, configuration, reporting, internal workflow, or other non-public functionality. For chat, Company will display a conspicuous notice with a link to the Public User Terms. For voice, Company will play a spoken notice at the start of each call that the caller is speaking with an automated assistant, that the call is recorded and transcribed, and where the caller can find the Public User Terms. Voice callers who do not otherwise accept the Public User Terms use the voice service under that notice only. Customer will approve the wording of the spoken notice and will not disable, remove, or bypass any notice or acceptance step. Public Users are not Customer Users. Company does not provide support or other services directly to Public Users unless an Order Form includes services that Company performs for Public Users on Customer's behalf ("Public-Facing Services"). Company performs Public-Facing Services for Customer as its service provider. Public Users have no rights under this Agreement, including with respect to Public-Facing Services. Company may implement reasonable technical controls, authentication measures, submission limits, validation rules, anti-abuse protections, and similar safeguards for Public User access.

3.3 Account Administration. Customer will designate one or more administrators to manage Customer's account, including user provisioning, permissions, and related administrative functions. Customer is responsible for the acts and omissions of its administrators and for all activity occurring under accounts, credentials, and access rights issued to or through Customer, except to the extent caused by Company's breach of this Agreement. Customer will use reasonable efforts to: (a) maintain the confidentiality and security of account credentials, passwords, and authentication factors, and maintain appropriate administrative, physical, and technical safeguards over customer-controlled accounts and environments; (b) prevent unauthorized access to or use of the Services and unauthorized credential sharing; (c) promptly disable access for any person who is no longer authorized to use the Services; (d) promptly notify Company of any known or reasonably suspected compromise of credentials or unauthorized access to or use of the Services, or any known misuse of the public-facing portions of the Platform that could reasonably affect the security, integrity, or operation of the Services; and (e) maintain the availability, security, and validity of any customer-controlled or third-party credentials, accounts, file-transfer paths, endpoints, or permissions required for any Integrated System.

3.4 Equipment and Connectivity. Customer is responsible for obtaining and maintaining the equipment, software, network connectivity, browsers, devices, and other ancillary services necessary for Customer Users to access and use the Services, including customer-side systems and third-party environments used in connection with the Services.

4. Customer data and customer obligations

4.1 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, including any of Customer's Confidential Information contained in it, subject to the rights expressly granted to Company in this Agreement. Customer Data may be provided or made available to Company directly by Customer or indirectly by a User, an Integrated System, or another third party acting at Customer's direction or with Customer's authorization.

4.2 No Sale of Customer Data; License to Use Customer Data.

(a) No sale. Except as authorized under Section 4.2(d), Company will not sell, rent, lease, or license Customer Data to any third party, or exchange it for money or anything else of value. This includes deidentified or aggregated data derived from Customer Data. Company will not share Customer Data for cross-context behavioral advertising. Company will not use or disclose Customer Data for any purpose other than those in Sections 4.2(b) and 4.2(d).

(b) License. Customer grants Company a non-exclusive, worldwide, royalty-free right during the Term to access, use, host, copy, process, transmit, disclose, display, perform, modify, and otherwise use Customer Data as necessary to: (i) provide, operate, maintain, support, and secure the Services; (ii) perform Professional Services; (iii) create, facilitate, and maintain integrations, imports, exports, and other data exchanges with Integrated Systems as directed by Customer; (iv) prevent or address technical problems, security issues, fraud, or misuse; (v) comply with applicable law and enforce this Agreement; and (vi) improve the Services.

(c) Disclosures that are not a sale. None of the following is a sale under this Section 4.2: disclosure to Subprocessors under the DPA; disclosure at Customer's direction, including to Integrated Systems; disclosure required by law or by Public Records Laws; and Authorized Sales under Section 4.2(d).

(d) Authorized Sales on Customer's behalf. If an Order Form expressly authorizes it, Company may sell or license specified Customer Data, such as copies of recorded documents or document images, to third parties on Customer's behalf ("Authorized Sales"). For Authorized Sales: (i) Company acts as Customer's agent, and only for the records, buyers, and channels the Order Form specifies; (ii) Customer sets or approves the prices and terms of sale, and is responsible for confirming that it has legal authority to sell the records and that they are suitable for sale, including any redaction that law requires, unless the Order Form assigns redaction to Company; (iii) Company will remit the proceeds to Customer, less any fees the Order Form states, on the schedule the Order Form states or, if none is stated, within thirty (30) days after the end of each calendar month; (iv) Company will give Customer a monthly report of Authorized Sales and keep records sufficient for Customer to audit them; and (v) Authorized Sales do not permit Company to sell deidentified or aggregated data, or any Customer Data outside the authorization.

4.3 Usage Data and Deidentified Data. Company may collect, generate, and use Usage Data in connection with providing the Services. As between the parties, Company owns all right, title, and interest in and to Usage Data. Company may also create and use data sets, analyses, benchmarks, statistics, and other information derived from Customer Data or Usage Data, provided that such information is deidentified and aggregated so that it does not identify Customer, any User, or any individual. Company may use such deidentified and aggregated information during and after the Term to operate, improve, support, secure, analyze, and develop the Services and other Company offerings, including to train artificial intelligence models. This Section does not give Company any right to publicly disclose Customer Data in identifiable form, and does not permit Company to sell any data derived from Customer Data, as stated in Section 4.2(a).

4.4 Data Processing Addendum and Privacy Policy. The DPA in Part 2 forms part of this Agreement and applies when Company processes Personal Data (as defined in the DPA) on behalf of Customer. The DPA replaces and supersedes any previously agreed data processing addendum between Customer and Company. Company handles personal information of Public Users that it collects directly through the Public User Terms in accordance with the Privacy Policy, as limited by this Agreement and the DPA.

4.5 Public Records. Customer acknowledges that, as a public entity, Customer may be subject to public records, freedom of information, open records, sunshine, or similar laws ("Public Records Laws"), and that Customer Data, including taxpayer and Public User information, may be subject to requests under them. Company will reasonably cooperate with Customer's lawful requests to locate and produce Customer Data responsive to a request under Public Records Laws. If Company receives such a request directly, Company will refer the requester to Customer and notify Customer, unless the law prohibits notice. Customer will apply any available exemptions to disclosure of Company's Confidential Information as Customer reasonably determines are applicable.

4.6 Customer Responsibilities. Customer is responsible for: (a) administering and managing authorized access to the Services; (b) designating appropriate Customer Users; (c) ensuring that Customer and Customer Users have all necessary rights, permissions, and authority to submit, upload, access, use, disclose, and direct the processing of Customer Data through the Services and to instruct Company to process Customer Data in accordance with this Agreement and the DPA; (d) the accuracy, quality, legality, and appropriateness of Customer Data and of Customer's instructions regarding the Services; (e) obtaining and maintaining any customer-side consents, notices, or authorizations required for Customer's use of the Services; and (f) obtaining and maintaining all rights, permissions, accounts, credentials, and other authority necessary for Company to access, connect to, exchange data with, or otherwise interact with any Integrated System as directed by Customer.

4.7 Use Restrictions. Customer will not, and will not permit any User or other third party acting on its behalf to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, algorithms, or know-how of the Services, except to the limited extent expressly permitted by applicable law notwithstanding this restriction; (b) copy, modify, translate, adapt, or create derivative works of the Services, Software, or Documentation, except as expressly permitted by this Agreement or the Documentation; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party except to Users as expressly authorized under this Agreement; (d) access or use the Services to build, benchmark, train, support, or improve a competing product or service, or to reproduce the features, functions, or user interface of the Services; (e) interfere with, disrupt, degrade, or compromise the integrity, performance, or security of the Services or any related network, system, or data; (f) attempt to gain unauthorized access to the Services, related systems or networks, or any other customer's environment or data; (g) introduce, transmit, or make available through the Services any virus, malware, harmful code, or other malicious or disruptive technology; (h) use the Services to send unlawful or unauthorized communications, including spam or other unsolicited messages in violation of applicable law; (i) use the Services in any manner that is unlawful, fraudulent, defamatory, infringing, threatening, abusive, obscene, or otherwise violates the rights of any person; (j) remove, alter, or obscure any proprietary notices, labels, or markings on or in the Services, Documentation, Company IP, or Professional Services IP; (k) exceed the Entitlements, or attempt to circumvent any metering or usage limit; or (l) use the Services except as expressly authorized by this Agreement, the applicable Order Form, and the Documentation. Company may monitor use of the Services as reasonably necessary to operate, secure, support, meter, and protect the Services, and may suspend or restrict access to the extent reasonably necessary to prevent or address a violation of this Agreement, a security risk, or misuse of the Services.

4.8 Compliance with Laws. Customer will use the Services in compliance with all laws, rules, and regulations applicable to Customer's use of the Services and Customer Data. Customer is responsible for determining whether the Services are appropriate for Customer's intended use and for complying with all customer-side legal obligations relating to notices, disclosures, permissions, filings, retention, and use of Customer Data. Customer is responsible for ensuring that its direction to Company to connect to, import from, export to, or otherwise exchange Integrated Data with any Integrated System complies with applicable law and any applicable terms governing that Integrated System. Company is responsible for complying with laws applicable to Company's provision of the Services, but Company is not responsible for Customer's internal legal compliance obligations, customer-specific workflows, or the legality or accuracy of Customer Data.

5. Security

5.1 Security Safeguards. Company will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, including the measures described in Annex 1 to the DPA. Such safeguards may include measures relating to access controls, encryption, system monitoring, authentication, backup, recovery, and incident response. Company may update its security measures from time to time, provided that Company does not materially reduce the overall level of protection for Customer Data during the Term. Except as expressly stated in an Order Form or the DPA, Company does not warrant that the Services will be immune from all security incidents, malicious activity, or other unauthorized acts, but Company will use reasonable efforts to maintain and enforce its security program.

5.2 Subprocessors. Company may engage Subprocessors to process Customer Data or Usage Data in connection with the provision of the Services, in accordance with the DPA. Company will remain responsible for the acts and omissions of its Subprocessors to the same extent Company would be responsible if performing the relevant services directly, subject to the terms and limitations of this Agreement. Company will enter into written agreements with Subprocessors that impose confidentiality and data protection obligations appropriate to the nature of the services performed and the Customer Data processed.

6. Integrations and third-party systems

6.1 Integrated Data. Customer Data includes Integrated Data to the extent such Integrated Data consists of data of Customer or a User, or is otherwise made available to Company by or on behalf of Customer in connection with the Services.

6.2 Integrated Systems. The Services may interoperate with Integrated Systems. The continued availability, compatibility, performance, and security of any Integrated System may depend on the applicable third party or on Customer, and not on Company. Customer is solely responsible for maintaining any required accounts, permissions, credentials, technical environments, and contractual rights relating to any Integrated System.

6.3 Customer Authority. By directing Company to connect to, access, import from, export to, or otherwise exchange data with an Integrated System, Customer represents and warrants that it has all rights, consents, permissions, and authority necessary for Company to do so and that Company's authorized interaction with that Integrated System will not violate any applicable law or third-party agreement binding on Customer.

6.4 Reliance; No Liability for Integrated Systems. Company may rely on the configurations, credentials, mappings, file specifications, endpoints, and instructions provided or approved by Customer in connection with any Integrated System. Company will have no liability for any unavailability, delay, error, inaccuracy, corruption, incompatibility, or failure of an Integrated System, or for any acts or omissions of any provider, operator, or integrator of an Integrated System, except to the extent directly caused by Company's breach of this Agreement.

6.5 Integration Services. If Company provides integration-related Professional Services or standard integration functionality involving an Integrated System, Company will use reasonable efforts to perform such services in accordance with the applicable Order Form, but Company does not warrant that any Integrated System will remain continuously available, unchanged, or compatible with the Services.

6.6 Open Source and Third-Party Materials. The Services may include or interoperate with third-party software, open source components, or third-party materials, including third-party AI models. To the extent required by applicable third-party license terms, Customer's use of such components may be subject to those terms. Nothing in this Agreement grants Customer ownership of any third-party software or materials incorporated into or used with the Services.

7. Professional services

7.1 Scope. Company may provide Professional Services to Customer as expressly described in an Order Form. Professional Services may include implementation, onboarding, configuration, training, consulting, project management, integration with one or more Integrated Systems, data migration assistance, and other related services agreed by the parties in writing. Each Order Form may describe, as applicable, the scope of Professional Services, assumptions, project roles, dependencies, Deliverables, milestones, schedule, Fees, and any acceptance criteria. Company will perform Professional Services in a professional and workmanlike manner using personnel with appropriate skills and experience. Unless an Order Form expressly states otherwise, Professional Services are limited to the services specifically identified in it, and any additional or changed services will be subject to a separate Order Form or written change document executed by the parties.

7.2 Customer Dependencies and Cooperation. Company's performance of Professional Services may depend on Customer's timely performance of certain responsibilities, including providing access to personnel, systems, data, environments, credentials, decisions, approvals, and other cooperation reasonably requested by Company. Customer will use commercially reasonable efforts to: (a) designate appropriate project contacts and decision-makers; (b) provide timely access to relevant Customer Users, third-party vendors, and customer-side systems, as applicable; (c) provide accurate and complete information, materials, and Customer Data reasonably needed for Company to perform the Professional Services; (d) review and respond to Company questions, Deliverables, and requests for approval within a commercially reasonable time; and (e) perform any customer-side tasks identified in the applicable Order Form, including with respect to any Integrated System, such as providing required credentials, access rights, technical specifications, sample files, mapping logic, test data, or coordination with third-party integrators or providers who enter into separate agreements with Customer. If Company's performance of Professional Services is delayed or adversely affected by Customer, a Customer User, or a third party acting on Customer's behalf, Company will be excused from the affected obligations to the extent of such delay or impact, and the parties will work in good faith to adjust the applicable schedule, milestones, and assumptions as reasonably necessary.

7.3 Deliverables and Acceptance. To the extent an Order Form requires Company to provide Deliverables, Company will provide them in accordance with that Order Form. Any milestones, review procedures, testing procedures, or acceptance criteria will be set forth in the applicable Order Form to the extent the parties elect to include them. If the Order Form is silent as to acceptance, a Deliverable will be deemed accepted when delivered for Customer's use in connection with the Services. No access to or use of the Platform, Software, Documentation, or other Company IP will be deemed a Deliverable unless the Order Form expressly identifies it as a Deliverable in clear and specific terms. This Section 7.3 does not create any separate acceptance right for the Platform itself except to the extent expressly stated in an Order Form.

7.4 Statements of Work. (a) Professional Services may be described in an Order Form or in an SOW. Each SOW is incorporated into and governed by this Agreement. The parties may execute an SOW together with an Order Form or separately. (b) Wherever these Terms refer to an Order Form in connection with Professional Services, Deliverables, acceptance, or Professional Services Fees, the reference includes an SOW. (c) Changes to an SOW require a written change order signed by both parties, which may adjust scope, schedule, assumptions, or Fees. (d) Unless the SOW states otherwise, expiration or termination of an SOW does not affect any subscription under an Order Form, and expiration or termination of a subscription does not terminate an SOW. (e) Company will invoice expenses only if the SOW permits them, and only as the SOW describes.

8. Support and maintenance

8.1 Standard Support. Company will provide Customer with standard maintenance and technical support for the Platform during the Subscription Term. Except as expressly stated in the applicable Order Form, standard maintenance and support are included in the subscription Fees. Standard maintenance and support include reasonable efforts to maintain the operability of the Platform, respond to reported issues, investigate suspected defects, provide bug fixes, patches, updates, and workarounds as Company determines appropriate, and otherwise support Customer's authorized use of the Services. Unless an Order Form expressly states otherwise, implementation-period support and post-implementation support are provided under the same framework described in this Section 8.

8.2 Who May Request Support. Technical support under this Section 8 is available to Customer Users. Except for Public-Facing Services, Customer is responsible for communications with Public Users and for escalating relevant issues to Company through a Customer User.

8.3 Support Requests. Customer Users may submit support requests to Company by email at the support contact designated by Company, at any time, for any type of issue. Company will designate the support contact, support instructions, severity levels, and any related operational procedures in an Order Form, support notice, or similar written communication. Company will use reasonable efforts to respond to support requests. Any response or resolution times are targets and not guaranteed commitments unless the Order Form expressly states otherwise.

8.4 Maintenance and Error Correction. Company may perform routine and ongoing maintenance, bug fixes, corrections, patches, repairs, and updates to the Platform in the ordinary course of business, subject to Section 2.4. Company will use reasonable efforts to correct reproducible material defects in the Platform reported by Customer and verified by Company through Company's standard support process. Company may satisfy this obligation by providing a correction, patch, update, workaround, or other reasonable remediation.

8.5 Scheduled and Emergency Maintenance. Company may perform scheduled maintenance on the Platform from time to time and will use reasonable efforts to provide prior written notice of any scheduled maintenance expected to materially affect the availability or operation of the Platform. Company may also perform emergency maintenance at any time if reasonably necessary to protect the security, integrity, availability, or proper operation of the Platform or related systems. Company will use reasonable efforts to minimize disruption to Customer's use of the Services during scheduled and emergency maintenance.

8.6 Customer Support Responsibilities. Customer will designate and maintain appropriate Customer Users to communicate with Company regarding support issues, and will use reasonable efforts to ensure that support requests include sufficient detail for Company to understand, reproduce, prioritize, and address the reported issue, including, as applicable, screenshots, timestamps, user details, workflow descriptions, error messages, and other relevant diagnostic information. Customer will use reasonable efforts to: (a) identify one or more personnel who can collaborate with Company in investigating and validating reported issues; (b) remain reasonably available, including outside normal business hours where reasonably necessary for the highest-severity issues; (c) timely respond to reasonable Company requests for information, testing, or cooperation needed to diagnose or remediate an issue; and (d) where a workaround is identified, reasonably assist in implementing or communicating the workaround to affected Users.

8.7 Exclusions and Feature Requests. Standard support and maintenance do not include custom development, new features, material configuration changes, data cleanup, data remediation, retraining, additional training, custom reporting, custom integrations, or other professional, advisory, or extraordinary support services, unless expressly included in an Order Form. The parties will address such services through a separate Order Form or other written change document, and such services may be subject to additional Fees. Company will consider Feature Requests in good faith as part of its general product planning, but Company has no obligation to implement any Feature Request, and no Feature Request will be deemed included in the Services unless expressly agreed in writing by the parties.

8.8 External Causes; No Service Credits. Company's support obligations apply to issues within the Services that are reasonably within Company's control. If a reported issue is caused in whole or in part by Customer systems, third-party software, third-party hosting providers, network providers, identity providers, browsers, telecommunications services, public internet conditions, misuse of the Services, unsupported configurations, or other causes outside Company's reasonable control, Company will use reasonable efforts to assist Customer in diagnosing and addressing the issue, but Company will not be responsible for meeting any target resolution or mitigation period to the extent the delay results from that external cause. Except as expressly set forth in an Order Form or a separate written service level exhibit executed by the parties, the support commitments in this Section 8 do not include service credits, fee rebates, or separate termination rights.

9. Subscription term, fees, and payment

9.1 Subscription Term and Renewal. Each Product is provided on a subscription basis for the term stated in the applicable Order Form (together with any renewal terms, the "Subscription Term"). Unless the Order Form expressly states otherwise, each subscription will automatically renew for successive renewal terms equal to the expiring term or one (1) year, whichever is shorter, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. Portions of an Order Form relating solely to one-time Professional Services do not renew unless the Order Form expressly states otherwise. SOWs do not renew.

9.2 Pricing Models. The Order Form will assign each Product one or more of the following Pricing Models and will state the applicable rates, quantities, and Entitlements.

(a) Seat-based. Fees are based on the number of seats purchased. A seat is the right of one named Customer User to access the Product. The Order Form will state one of the following seat plans:

• Per-seat. Customer will pay for the number of seats stated in the Order Form regardless of the number of seats Customer assigns during the Subscription Term. Customer's use will not exceed the purchased number of seats, and Company may use reasonable technical measures to prevent use beyond it. If Customer's use exceeds the purchased number of seats, Company may invoice the excess seats at the per-seat rate stated in the Order Form, pro rata for the remainder of the then-current Subscription Term.
• Department-limited. Customer may assign an unlimited number of seats to Customer Users within the department or departments listed in the Order Form.
• Enterprise-wide. Customer may assign an unlimited number of seats to Customer Users across Customer's organization at no additional charge.

For per-seat plans: (i) during the Subscription Term, Customer may purchase additional seats at the per-seat rate stated in the Order Form, invoiced pro rata for the remainder of the then-current Subscription Term; (ii) Customer may unassign a seat and reassign it to a different Customer User at any time; and (iii) Customer may reduce the number of seats only at the start of a renewal term, by written notice to Company at least sixty (60) days before the end of the then-current term, unless the Order Form states a different notice period.

(b) Usage-based. Fees are based on Customer's measured use of a Product. The Order Form will state the unit of use (for example, conversations, voice minutes, messages, documents processed, or records processed), any included or pre-purchased quantity, any pre-purchase discount, and the overage rate. Company will measure use monthly using its metering systems. If Customer uses a Product or feature that is subject to usage charges, or if Customer's actual use exceeds the included or pre-purchased quantity (an "overage"), Customer will pay for that use at the rate stated in the Order Form or, if the Order Form states no rate, at Company's then-current list price, subject to any discount stated in the Order Form. Company will use reasonable efforts to notify Customer before charging for material overages where practicable. Unless the Order Form states otherwise, included and pre-purchased quantities apply to the period stated in the Order Form, expire at the end of that period, and do not roll over. Usage charges are invoiced monthly in arrears.

(c) Flat-fee. Customer pays a fixed Fee for the Subscription Term regardless of the number of Customer Users or the volume of use, within the Entitlements stated in the Order Form. If Customer's use materially exceeds those Entitlements, or the volume that the parties reasonably anticipated when they signed the Order Form, the parties will discuss the change in good faith, and Company may propose an amended Order Form for the next renewal term. No overage charges apply to a flat-fee Product unless the Order Form states overage rates.

(d) Combined models. A Product may combine Pricing Models, such as a flat platform Fee plus usage charges for a specific feature. Each part is governed by the paragraph above that applies to it.

9.3 Entitlements. Customer's use of each Product is limited to the Entitlements stated in the Order Form. Without limiting the foregoing: (a) if the Order Form includes the ability to embed a Product on Customer's website, the Order Form will state the number of domains included; and (b) the Order Form will state the integrations and API access included. Unless the Order Form states otherwise, a Product includes no other integrations or API access.

9.4 Fees and Invoicing. Customer will pay Company the fees set forth in each Order Form, including subscription, usage, and Professional Services fees (collectively, the "Fees"). Except as expressly stated in this Agreement or the Order Form, Fees are non-cancelable and non-refundable once invoiced. Unless the Order Form states otherwise: (a) subscription Fees for seat-based and flat-fee Products are invoiced annually in advance at the start of each year of the Subscription Term; (b) usage charges are invoiced in accordance with Section 9.2(b); and (c) Professional Services Fees may be invoiced upon execution, upon commencement of the applicable Professional Services, or upon achievement of identified milestones. Customer will pay undisputed amounts within thirty (30) days after receipt of invoice. Customer will provide complete and accurate billing and contact information and will promptly notify Company of any changes relevant to invoicing or payment.

9.5 Disputed Amounts. If Customer disputes any invoiced amount in good faith, Customer must notify Company in writing within seven (7) days after receipt of the invoice, identifying the specific disputed amount and the basis for the dispute. The parties will work in good faith to resolve any billing dispute promptly. Customer may withhold payment only of the specific disputed amount pending resolution, and all undisputed amounts remain due and payable. If Customer does not notify Company of a dispute within that period, the invoiced amounts will be deemed undisputed.

9.6 Late Payments and Suspension. Any undisputed amount not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the date due until paid. Customer will reimburse Company for reasonable costs of collection of overdue undisputed amounts, including reasonable attorneys' fees and costs, except to the extent caused by Company's billing error or prohibited by law applicable to Customer. Company may suspend Customer's access to the affected Services for nonpayment of undisputed amounts only after Company has provided written notice of delinquency and at least ten (10) days' opportunity to cure. Company will not suspend the Services for a good-faith billing dispute being handled in accordance with Section 9.5.

9.7 Fee Changes. Company may increase recurring Fees effective as of the start of a renewal term by providing Customer with at least thirty (30) days' prior written notice, provided that any increase will not exceed any pricing limitation stated in the Order Form. No fee increase will take effect during the then-current term of an Order Form unless the parties agree in writing.

9.8 Taxes. Fees exclude Taxes. Customer is responsible for all Taxes arising from its purchase of the Services, other than Taxes from which Customer is exempt. If Customer is exempt from any Taxes, Customer will provide Company with a valid exemption certificate or other evidence of exemption, and Company will not charge the exempt Taxes. If Company has a legal obligation to collect Taxes, Company will invoice them and Customer will pay them. If applicable law requires Customer to withhold any Taxes from a payment, Customer will increase the payment so that Company receives the amount it would have received had no withholding been made.

9.9 Purchase Orders. Any purchase order, click-through terms, or other customer-issued form is for administrative convenience only and has no legal effect, even if accepted, acknowledged, or referenced by Company.

10. Term and termination

10.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement, or the affected Order Form or SOW, upon written notice if the other party materially breaches this Agreement or the applicable Order Form and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail. Either party may also terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent; (b) ceases business operations without a successor; or (c) becomes the subject of a petition in bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days.

10.3 Effect of Expiration or Termination. Upon expiration or termination of this Agreement or an Order Form: (a) all rights granted to Customer under the terminated Agreement or Order Form will cease, except as expressly provided in this Agreement; (b) Customer and its Users will cease use of the affected Services; (c) Customer will remain responsible for all Fees accrued through the effective date of expiration or termination; and (d) each party will comply with its obligations regarding Confidential Information and Customer Data. If Customer terminates for Company's uncured material breach, Company will refund any prepaid, unused subscription Fees for the terminated portion of the affected Order Form. If Company terminates for Customer's uncured material breach, all unpaid amounts for Services already provided will become immediately due and payable, and Customer will not be entitled to any refund.

10.4 Data Export, Return, and Deletion. During the Term, Customer may request export of Customer Data in Company's then-standard export format, subject to reasonable verification, technical feasibility, and any fees stated in an Order Form. For up to ninety (90) days after the effective date of expiration or termination, Company will make Customer Data available for export or retrieval upon Customer's written request. After that period, Company may delete Customer Data in accordance with its standard retention practices and the DPA. Company may retain copies in backup or archival systems until deleted in the ordinary course, and may retain Customer Data as required by applicable law or for legal compliance, audit, fraud prevention, billing, dispute resolution, or enforcement purposes, subject to Section 12.

10.5 Survival. Sections 1, 4.3, 4.5, 9 (as to amounts accrued), 10.3, 10.4, 10.5, 11, 12, 13.4, 14, 15, 16, and 17, and any other provisions that by their nature should survive, will survive expiration or termination of this Agreement.

11. Ownership

11.1 Company IP. As between the parties, Company owns and retains all right, title, and interest in and to: (a) the Services, Platform, Software, Documentation, and Company's confidential and proprietary technology; (b) all improvements, enhancements, updates, upgrades, modifications, derivative works, and corrections to the foregoing; (c) all Professional Services IP and Integration Components, whether developed as part of the standard Services, Professional Services, or any integration, implementation, onboarding, export, or interoperability work; (d) all Usage Data; and (e) all intellectual property rights in and to any of the foregoing. Except for the limited rights expressly granted to Customer in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise in any Company IP.

11.2 Deliverables License. Subject to Customer's payment of all applicable Fees and compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Term to use any Deliverables provided under an Order Form solely for Customer's internal governmental, administrative, operational, and public-service use in connection with the Services. Customer may not use, copy, modify, distribute, or create derivative works of any Professional Services IP except as expressly permitted under this Agreement or the applicable Order Form.

11.3 No Implied Transfer of Ownership. No Deliverable, report, configuration, template, workflow, interface, training material, Integration Component, or other work product provided or made available by Company in connection with the Services will transfer ownership of any Company IP or Professional Services IP to Customer unless an Order Form expressly states otherwise in clear and specific terms.

11.4 AI Output. As between the parties, and subject to Company's rights in Company IP, Customer may use AI Output generated for Customer for Customer's purposes permitted by this Agreement. Company does not claim ownership of AI Output that consists of Customer Data.

11.5 Feedback. Customer may, but is not obligated to, provide Company with feedback, comments, suggestions, enhancement requests, recommendations, or other input relating to the Services ("Feedback"). Customer grants Company a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, modify, distribute, disclose, and otherwise exploit Feedback for any lawful purpose, without notice, attribution, or compensation to Customer. Feedback does not include Customer Data.

11.6 Reservation of Rights. This Agreement is a subscription and services agreement and not a sale of software or other intellectual property. Customer receives only the limited access and use rights expressly granted in this Agreement. Company and its licensors reserve all rights not expressly granted to Customer.

12. Confidentiality

12.1 Protection. Each party (the "Receiving Party") may receive Confidential Information of the other party (the "Disclosing Party") in connection with this Agreement. The Receiving Party will protect the Disclosing Party's Confidential Information using at least a reasonable degree of care and no less than the degree of care it uses to protect its own confidential information of a similar nature.

12.2 Use and Disclosure. Except as expressly permitted by this Agreement, the Receiving Party will: (a) use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, agents, advisors, affiliates, and Subprocessors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 12; and (c) take reasonable steps to prevent unauthorized access to, use of, or disclosure of the Disclosing Party's Confidential Information. Each party is responsible for any breach of this Section 12 by persons to whom it discloses Confidential Information.

12.3 Exclusions. The obligations in this Section 12 do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is lawfully received by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

12.4 Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, court order, governmental process, or Public Records Laws, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonably cooperates, at the Disclosing Party's expense, in any effort to seek confidential treatment or protective relief, or to limit the scope of the required disclosure. Section 4.5 governs requests under Public Records Laws for Customer Data.

12.5 Return and Destruction. Upon written request of the Disclosing Party, the Receiving Party will use reasonable efforts to return or destroy the Disclosing Party's Confidential Information in its possession or control, except to the extent retention is required by applicable law, internal compliance requirements, backup or archival systems, or document retention policies maintained in the ordinary course. Any retained Confidential Information remains subject to this Section 12 for so long as it is retained. Section 10.4 governs the return and deletion of Customer Data.

12.6 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. In the event of an actual or threatened breach of this Section 12, the Disclosing Party may seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

13. Warranties and disclaimers

13.1 Mutual Authority. Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations under it.

13.2 Service Warranty. Company warrants that, during the Subscription Term, the Services will perform in all material respects in accordance with the Documentation and any applicable service descriptions in the Order Form, when used in accordance with this Agreement and the Documentation. Company's sole obligation, and Customer's exclusive remedy, for breach of this warranty will be for Company to use reasonable efforts to correct the nonconformity. If Company cannot correct the nonconformity within a reasonable period after written notice from Customer, Customer may terminate the affected Services and receive a prorated refund of prepaid, unused subscription Fees for the terminated portion of the affected Subscription Term. This warranty does not apply to the extent a claimed nonconformity results from: (a) use of the Services contrary to this Agreement or the Documentation; (b) modifications not made or authorized by Company; (c) Customer Data, Integrated Systems, or third-party systems; (d) Beta Offerings or no-charge offerings; or (e) the content of AI Output, except as stated in Section 13.4.

13.3 Professional Services Warranty. Company warrants that Professional Services will be performed in a professional and workmanlike manner by personnel with appropriate skills and experience. Customer must notify Company in writing of any claimed breach of this warranty within thirty (30) days after the applicable Professional Services are performed. Company's sole obligation, and Customer's exclusive remedy, will be for Company to re-perform the nonconforming Professional Services or, if Company determines that re-performance is not reasonable, to refund the Fees paid for the nonconforming Professional Services.

13.4 AI Output. Company will use commercially reasonable efforts to design AI Features to produce AI Output that is relevant to the content and knowledge sources Customer configures. Company does not warrant that AI Output will be accurate, complete, or free of errors, and Customer remains responsible for reviewing AI Output as stated in Section 2.6.

13.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, DELIVERABLES, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE COMPATIBLE WITH EVERY INTEGRATED SYSTEM, CUSTOMER ENVIRONMENT, BROWSER, DEVICE, OR THIRD-PARTY SERVICE. COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RESULTS OF ANY DATA, REPORTS, OUTPUTS, OR DECISIONS GENERATED THROUGH USE OF THE SERVICES WHERE SUCH RESULTS DEPEND IN WHOLE OR IN PART ON CUSTOMER DATA, INTEGRATED DATA, CUSTOMER CONFIGURATIONS, OR THIRD-PARTY SYSTEMS.

14. Indemnification

14.1 Company Indemnity. Company will defend Customer and its officers, employees, and authorized representatives from and against any third-party claim alleging that the Services, when used by Customer as expressly authorized under this Agreement, infringe or misappropriate that third party's intellectual property rights, and will pay the damages, costs, and reasonable attorneys' fees finally awarded against Customer, or agreed in settlement by Company, as a result of that claim. If the Services become, or in Company's reasonable opinion are likely to become, the subject of an infringement claim, Company may, at its option and expense: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services so they become non-infringing without materially reducing their core functionality; or (c) if neither of the foregoing is reasonable, terminate the affected Services and refund Customer the prorated portion of prepaid subscription Fees for the unused portion of the terminated Subscription Term. Company has no obligation under this Section to the extent a claim arises from: (i) Customer Data or Integrated Data; (ii) Customer's combination of the Services with products, services, data, or processes not provided or authorized by Company; (iii) modifications not made by Company; (iv) use of the Services outside the scope of this Agreement or the Documentation; or (v) any third-party or open-source materials. This Section 14.1 states Company's sole and exclusive liability, and Customer's sole and exclusive remedy, for any claim that the Services infringe or misappropriate a third party's intellectual property rights.

14.2 Customer Indemnity. To the extent permitted by law applicable to Customer, Customer will defend Company and its officers, employees, and authorized representatives from and against any third-party claim arising from: (a) Customer Data, Integrated Data, or Customer's use of any Integrated System in violation of applicable law or third-party rights; (b) Customer's or any Customer User's use of the Services in breach of this Agreement; or (c) Customer's violation of applicable law in connection with its use of the Services. Customer will indemnify Company against any damages, costs, and reasonable attorneys' fees finally awarded against Company by a court of competent jurisdiction, or agreed in settlement by Customer, as a result of such claim.

14.3 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim, except that delay in notice will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim in a manner that admits fault of, imposes ongoing obligations on, or fails to fully release the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense.

15. Limitation of liability

15.1 Exclusion of Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Dispute resolution

16.1 Informal Resolution. Before starting any legal proceeding, a party will give the other party written notice of the dispute, describing it and the relief sought. Senior representatives of each party with authority to settle the dispute will meet, in person or by video, within thirty (30) days after the notice and will negotiate in good faith for at least forty-five (45) days after the notice. Any applicable statute of limitations is tolled during this period. This Section does not prevent a party from seeking equitable relief under Section 12.6 or to protect its intellectual property rights.

16.2 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, unless the Order Form states that the laws of Customer's state govern. The state and federal courts located in the state whose law governs will have exclusive jurisdiction and venue over any action arising out of or relating to this Agreement, and each party submits to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.3 Government Entities. To the extent Customer is a governmental entity, nothing in this Agreement will be construed as a waiver of Customer's sovereign or governmental immunity, statutory protections, or limitations of liability to the extent such waiver is prohibited by applicable law. Any obligation of Customer to indemnify, defend, or hold harmless Company, or to pay interest or collection costs, applies only to the extent permitted by applicable law.

17. General terms

17.1 Assignment. Neither party may assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets relating to this Agreement. Any permitted assignee will be bound by the terms of this Agreement. Any attempted assignment in violation of this Section 17.1 is void.

17.2 Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier; or (c) when sent by email, on the date sent if sent during the recipient's normal business hours, otherwise on the next business day, in each case to the addresses set forth in the applicable Order Form or to such other address as a party may designate by notice. Legal notices to Company must be sent to finance@justappraised.com and 2261 Market Street #4074, San Francisco, CA 94114.

17.3 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement, except for payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, failures of telecommunications or internet service providers, denial-of-service attacks, or governmental actions. The affected party will use reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

17.4 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.5 Publicity. Company may publicly use Customer's name and logo to identify Customer as a customer of Company. Company may include Customer's name in a customer list disclosed privately in response to due diligence or financing inquiries, subject to customary confidentiality restrictions.

17.6 Entire Agreement; Order of Precedence. This Agreement, including all Order Forms, the DPA, and any exhibits or schedules incorporated by reference, is the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, understandings, and agreements, whether written or oral, relating to its subject matter. If there is a conflict among the parts of this Agreement, the following order of precedence applies: (a) the DPA, with respect to the processing of Personal Data; (b) the Order Form or SOW, with respect to Products, Pricing Models, Entitlements, Fees, billing, Subscription Term, Professional Services scope, and any provision of these Terms that the Order Form expressly identifies by section number as being modified; (c) these Terms; and (d) any other exhibit or policy expressly incorporated by reference, with respect to its subject matter. An Order Form or SOW does not otherwise amend these Terms. If an SOW conflicts with an Order Form, the SOW controls for Professional Services and the Order Form controls for everything else.

17.7 Changes to These Terms. Company may update these Terms, the DPA, or the Public User Terms from time to time by posting the updated version on its website and changing the "Last Updated" date. Company will notify Customer of any material change by email to the address associated with Customer's account. For a Customer with an active Order Form, an updated version of these Terms or the DPA applies from the start of Customer's next renewal term, except that a change that applicable law requires, or that applies only to a new Product or feature, applies when posted. If Customer objects to an update before its renewal term begins, Customer may give notice of non-renewal under Section 9.1. Changes to the Public User Terms apply to Public Users as stated in Part 3.

17.8 Severability; Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. A party's failure to enforce a provision of this Agreement is not a waiver of its right to enforce it later.

17.9 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only. No User or other third party has any rights under this Agreement.

17.10 Counterparts and Electronic Signatures. This Agreement, any Order Form, and any SOW may be executed in counterparts, each of which will be deemed an original and all of which together form one instrument. Signatures exchanged electronically, including by PDF or an approved electronic signature platform, will be deemed original signatures and fully effective.

17.11 Export Compliance. Each party will comply with applicable export control and economic sanctions laws in connection with its performance under this Agreement. Customer will not use, export, re-export, or transfer the Services in violation of any applicable export control or sanctions laws.

Part 2. Data Processing Addendum

This Data Processing Addendum (this "DPA") forms part of the Agreement between Company and Customer and governs Company's processing of Personal Data in connection with the Services. Customer and Company are each a "Party" and together the "Parties." Any capitalized term not defined in this DPA has the meaning given in Part 1 (the Terms of Service). This DPA may be updated as described in Section 17.7 of the Terms of Service.

1. Definitions

1.1 "Applicable Law" means all United States federal, state, and local laws and regulations that apply to a Party's processing of Personal Data under the Agreement, including state data breach notification laws, Public Records Laws, and laws governing the confidentiality of taxpayer, property, and other government records. Each Party is responsible only for its own obligations under Applicable Law.

1.2 "Breach" means a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.

1.3 "Confidential Records" means Customer Data that Applicable Law designates as confidential or exempt from public disclosure, and that Customer identifies to Company in writing.

1.4 "Personal Data" means Customer Data that identifies, relates to, or could reasonably be linked to an individual, including "personal information" as defined in any applicable state data breach notification law.

1.5 "Subprocessor" means a third party that Company engages to process Personal Data on Customer's behalf.

2. Scope and roles

2.1 Scope. This DPA applies when the Services involve the processing of Personal Data.

2.2 Roles. Customer controls Customer Data and determines the purposes for which it is processed. Company processes Customer Data on Customer's behalf and under Customer's instructions. Company is independently responsible, in accordance with the Privacy Policy and Applicable Law, for Usage Data, deidentified data under Section 4.3 of the Terms of Service, and account data that Company collects directly from Public Users for account administration, security, and legal compliance.

3. Customer obligations

3.1 Instructions. Customer instructs Company to process Personal Data only in accordance with the Agreement, including this DPA and each Order Form, which together are Customer's documented instructions. Additional instructions require prior written agreement between the Parties, including agreement on any additional Fees.

3.2 Notices and Legal Authority. Customer is responsible for providing all notices and obtaining all consents and legal authority required for Company to process Personal Data, including notices to Customer Users and Public Users.

4. Company obligations

4.1 Processing on Instructions. Company will process Personal Data only in accordance with this DPA and Customer's instructions, unless Applicable Law requires otherwise. Company will inform Customer promptly if it believes an instruction violates Applicable Law.

4.2 Security. Company will maintain the technical and organizational measures described in Annex 1 when processing Personal Data.

4.3 Breach Notification. Company will notify Customer of any Breach without undue delay after Company confirms the Breach. The notice will describe, to the extent known, the nature of the Breach, the categories and approximate volume of Personal Data affected, and the steps Company has taken or will take to contain it. Company will update Customer as more information becomes available and will reasonably cooperate with Customer's investigation. Customer controls any notice to affected individuals, regulators, or the public, unless Applicable Law requires Company to give notice itself.

4.4 Confidentiality and Limits on Use. Company will treat Personal Data as Customer's Confidential Information and will use and disclose it only as permitted by Section 4.2 of the Terms of Service or as Applicable Law requires. Company will not sell Personal Data, except for Authorized Sales under Section 4.2(d) of the Terms of Service.

4.5 Confidential Records. Company will protect Confidential Records under the measures in Annex 1 and will comply with any reasonable handling requirements that Customer identifies in writing. Requirements beyond the standard Services may require an Order Form and additional Fees. Section 4.5 of the Terms of Service governs requests for Confidential Records under Public Records Laws.

4.6 Personnel. Company will make Personal Data available only to personnel who need access to perform the Agreement and who are bound by obligations of confidentiality. 

4.7 Demonstrating Compliance. Upon Customer's reasonable request, Company will provide information reasonably necessary to demonstrate its compliance with this DPA, such as responses to security questionnaires.

4.8 Return or Deletion. Company will return or delete Personal Data in accordance with Section 10.4 of the Terms of Service, unless Applicable Law requires Company to retain it.

4.9 Requests from Individuals. If an individual asks Company to access, correct, or delete Personal Data that Company processes on Customer's behalf, Company will forward the request to Customer promptly and will not respond, except to confirm that the request has been forwarded. Company will provide reasonable assistance to help Customer respond.

4.10 Legal Demands. If Company receives a subpoena, court order, or other legal demand from a third party for Personal Data, Company will refer the requesting party to Customer and, unless the law prohibits it, promptly notify Customer so that Customer can seek a protective order or other remedy. If Company is compelled to disclose Personal Data, it will disclose only the minimum amount necessary. Section 4.5 of the Terms of Service governs requests under Public Records Laws.

4.11 Insolvency. If Personal Data becomes subject to bankruptcy, insolvency, or similar proceedings while in Company's possession, Company will notify Customer without undue delay and will inform the relevant parties (for example, creditors or a bankruptcy trustee) that the Personal Data belongs to Customer.

4.12 Audits. Company will accommodate Customer's reasonable audit requests, not more than once per year and during normal business hours, except after a Breach. Audit results are Company's Confidential Information.

5. Data location

Company will store Customer Data in the United States. Company personnel and Subprocessors may access Customer Data from outside the United States only as necessary to provide support and maintain the Services, subject to this DPA. An Order Form may set additional data location requirements.

6. Subprocessors

6.1 General Authorization. Customer gives Company general authorization to engage Subprocessors. Company will provide a list of its current Subprocessors upon request and will give Customer reasonable notice before adding a new Subprocessor.

6.2 Objection. Customer may object to a new Subprocessor on reasonable grounds by: (a) terminating the affected Services in accordance with the Agreement; (b) ceasing to use the Services for which the Subprocessor is engaged; or (c) asking Company to use a different Subprocessor, in which case the Fees for the Services may change.

6.3 Subprocessor Obligations. Company will limit each Subprocessor's access to Personal Data to what is necessary to provide the Services, and will enter into a written agreement with each Subprocessor that imposes data protection obligations at least as protective as those in this DPA. Company is responsible for the acts and omissions of its Subprocessors under this DPA.

7. Order of precedence

Section 17.6 of the Terms of Service governs conflicts between this DPA and the rest of the Agreement.

Annex 1. Security standards

Company will implement and maintain the following technical and organizational measures to protect Personal Data.

1. Information Security Program. Company will maintain an information security program, including the adoption and enforcement of internal policies and procedures, designed to: (a) help secure Personal Data against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable internal and external risks to security and unauthorized access to Company's systems; and (c) minimize security risks, including through risk assessment and regular testing. Company will designate one or more employees to coordinate and be accountable for the information security program.

2. Network Security. Company systems will be electronically accessible to employees, contractors, and any other person only as necessary to provide the Services. Company will maintain access controls and policies to manage what access is allowed to its systems, including firewalls or functionally equivalent technology and authentication controls. Company will maintain corrective action and incident response plans to respond to potential security threats.

3. Physical Security. Company has implemented and maintains the following safeguards. To the extent Company does not maintain its own physical servers and infrastructure, Company's cloud infrastructure providers maintain them. (a) Physical and environmental protection policies, procedures, and systems include emergency lighting, fire protection, temperature and humidity controls, water damage protection, and controls on delivery and removal. (b) Physical access to Company's premises and physical infrastructure, including infrastructure hosted by a third party, is protected by physical access authorization, physical access controls and monitoring, and visitor access records that restrict access to authorized personnel.

4. Continued Evaluation. Company will conduct periodic reviews of the security of its systems and the adequacy of its information security program against industry security standards and its own policies and procedures. Company will continually evaluate the security of its systems and Services to determine whether additional or different security measures are warranted and to respond to new security risks or findings.

Part 3. Public User Terms

These Public User Terms (these "Terms") apply to you if you are a resident, property owner, or other member of the public, or a person acting for one, who uses a public-facing website, chat, voice line, form, portal, or account that runs on the Just Appraised platform (the "Service"). The Service is operated by Just Appraised Inc. ("Company," "we," or "us") on behalf of the government agency that makes it available to you (the "Agency").

You accept these Terms when you click "I agree" or a similar button, submit content through the Service, or register an account. If you do not agree, do not use the Service. You must be of legal age to form a binding contract to accept these Terms.

These Terms do not apply to a person who only uses the voice service and has not otherwise accepted them. That use is governed by the spoken notice.

IMPORTANT: SECTION 11 CONTAINS AN AGREEMENT TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION, AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 11.10. PLEASE READ SECTION 11 CAREFULLY.

1. About the Service

1.1 Company and the Agency. Company provides the technology for the Service. The Agency decides what information and functions the Service offers and receives the content you submit. Company is not the Agency and does not act for the Agency in any official capacity. The Agency's own policies and notices may also apply to your use of the Service. If the Agency has engaged Company to answer questions or handle requests for it, Company does so on the Agency's behalf.

1.2 Automated Assistants. Parts of the Service use artificial intelligence to answer questions, route requests, or transcribe and summarize conversations. Automated answers may be incomplete or wrong. They are general information only. They are not legal, tax, or financial advice, and they are not an official notice, decision, or determination of the Agency, including about property value, exemptions, or taxes owed. Verify important information with the Agency.

1.3 Submissions Are Not Official Filings. Sending a message, document, or form through the Service does not by itself satisfy any filing, protest, appeal, application, or deadline requirement, unless the Agency expressly states that the Service may be used for that purpose. You are responsible for meeting all requirements and deadlines that apply to you.

2. Anonymous use and public accounts

2.1 Anonymous Use. The Agency may let you use parts of the Service without an account. These Terms apply to that use.

2.2 Public Accounts. If you register an account, you agree to give accurate, current, and complete information and to keep it up to date. You are responsible for keeping your password and other credentials secure and confidential, and you are responsible for all activities that occur under your account. Tell the Agency or Company promptly if you believe someone has used your account without permission.

3. Your content

3.1 What You Submit. "Your Content" means messages, voice recordings, documents, images, and other information you submit through the Service. You are responsible for Your Content. You agree that the information you give will be accurate and that you have the right to submit it.

3.2 Permission to Use Your Content. You give Company and the Agency permission to host, store, copy, process, transmit, display, and use Your Content to operate and provide the Service, to allow the Agency to perform its governmental functions, to keep the Service secure, and to comply with law. Company uses Your Content as described in the Privacy Policy.

3.3 Public Records. Your Content and other information you give through the Service may be subject to public records or freedom of information laws. The Agency, and Company at the Agency's direction, may be required to disclose it.

3.4 Sensitive Information. Do not submit Social Security numbers, bank or card numbers, health information, or other sensitive information unless the Service specifically asks for it.

4. Acceptable use

You agree to use the Service only for lawful purposes. You are responsible for knowing and following all laws, rules, and regulations that apply to your use of the Service. You will not:

• use the Service to commit a criminal offense or to encourage others to engage in conduct that would constitute a criminal offense;
• use the Service in a way that gives rise to civil liability, or encourage others to engage in conduct that would give rise to civil liability;
• use the Service to impersonate another person or entity;
• upload any material that may alter, damage, or interrupt the functionality of the Service or the hardware or software of any other person who uses the Service;
• upload, post, email, or otherwise transmit any material that you do not have a right to transmit under any law or contractual relationship;
• alter, damage, or delete any content posted on the Service;
• disrupt the Service or its servers or networks in any way, including through automated access, scraping, or excessive requests;
• attempt to access any non-public part of the Service; or
• claim a relationship with or represent any business, association, or other organization that you are not authorized to claim a relationship with or to represent.

5. Privacy and recordings

5.1 Privacy. Company's Privacy Policy, available at https://www.justappraised.com/security/privacy-policy, describes how Company collects and uses personal information through the Service. The Agency's own privacy notices may also apply.

5.2 Recordings and Transcripts. This Section applies to chat users whether or not they have accepted the rest of these Terms. Calls, chats, and other conversations through the Service may be recorded, transcribed, summarized, and stored, and shared with the Agency. By using a voice or chat feature, you consent to this recording and processing.

6. Links to other sites

The Service may contain links to websites operated by parties other than Company. Company does not imply approval of those websites, warrant the accuracy of any information on them, or endorse any opinions expressed on them. Those websites are operated under the direction of their owners, who should be contacted directly with questions about their content.

7. Intellectual property

All material on the Service, other than Your Content and the logos and materials of the Agency and Company's partners, is owned by Company. Company's logo is a trademark of Company. Company retains all intellectual property rights, including copyrights, in all text, graphic images, and other content it provides. You may not, without Company's prior written permission: (a) copy, reproduce, transmit, distribute, commercially exploit, or create derivative works of such material; (b) modify or reuse text, images, or other web content; (c) distribute Company's web content; or (d) mirror Company's information. The Agency's and partners' logos and materials are their trademarks and property and may not be used without their written permission.

8. Disclaimer

THE SERVICE AND ALL MATERIALS AND INFORMATION CONTAINED ON OR OBTAINED FROM IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INFORMATION ON THE SERVICE, INCLUDING AUTOMATED ANSWERS AND INFORMATION OBTAINED FROM EXTERNAL LINKS, IS PROVIDED WITHOUT ANY REPRESENTATION AS TO ACCURACY OR CONTENT AND SHOULD BE VERIFIED BY YOU. NOTHING ON THE SERVICE OR IN THESE TERMS CONSTITUTES LEGAL ADVICE BY COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY IS NOT RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR THE MATERIALS ON IT, WHETHER THOSE MATERIALS ARE PROVIDED BY COMPANY, THE AGENCY, OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNTS YOU PAID COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

10. Suspension and termination

Company or the Agency may suspend or end your access to the Service, or remove Your Content, at any time if you violate these Terms or if needed to protect the Service, the Agency, or other users. Sections 3, 7, 8, 9, 11, and 13 survive the end of your use of the Service.

11. Dispute resolution and arbitration

11.1 Applicability. Subject to this Section 11 (the "Arbitration Agreement"), you and Company agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, or these Terms or prior versions of them (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Company may assert claims or seek relief in small claims court if the claims qualify and remain in small claims court; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). "Dispute" also includes disputes that arose or involve facts occurring before these Terms existed, and claims that arise after these Terms end. This Arbitration Agreement applies only to Disputes between you and Company. It does not govern any dispute between you and the Agency.

11.2 Informal Dispute Resolution. You and Company agree to participate in good faith in informal efforts to resolve Disputes before starting an arbitration or an action in small claims court ("Informal Dispute Resolution"). As part of these efforts, either party may ask the other to meet and confer by telephone ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. To begin Informal Dispute Resolution, a party must give written notice to the other party ("Notice"). Notice to Company should be sent by email to finance@justappraised.com or by mail to 2261 Market Street #4074, San Francisco, CA 94114. The Notice must include: (1) your name, telephone number, mailing address, and the email address associated with your account (if you have one); (2) the name, telephone number, mailing address, and email address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Company will send Notice to the email address or mailing address it has on file for you. It is your responsibility to keep your email and mailing address up to date. The Notice must be signed by the party initiating the Dispute. Informal Dispute Resolution lasts 45 days and is a mandatory precondition to starting arbitration. The Informal Dispute Resolution Conference, if requested, will be individualized, so that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree. Multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing deadlines are tolled while the parties engage in Informal Dispute Resolution.

11.3 Waiver of Jury Trial. YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company instead elect to resolve all Disputes by arbitration under this Arbitration Agreement, except as specified in Section 11.1. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.

11.4 Waiver of Class and Other Non-Individualized Relief. YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Nothing in this paragraph affects Section 11.9 (Batch Arbitration). If a final decision, not subject to further appeal or recourse, determines that the limitations of this Section 11.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that one) will be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. Any claims or requests for relief severed from an arbitration will be stayed until all Disputes that remain in arbitration are finally resolved. All other Disputes will be arbitrated or litigated in small claims court. This Section does not prevent you or Company from participating in a class-wide or mass settlement of claims.

11.5 Rules and Forum. These Terms evidence a transaction involving interstate commerce, and, notwithstanding any other provision on applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement, including Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve the Dispute within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, either party may resolve the Dispute through binding arbitration. The arbitration will be administered by National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures in effect at the time of arbitration (the "NAM Comprehensive Rules"), except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules," and together with the NAM Comprehensive Rules, the "NAM Rules"), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to start arbitration must give the other party a request for arbitration (the "Demand"). The Demand must include: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration, and the account username and email address associated with any applicable account; (2) a statement of the legal claims being asserted and their factual bases; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in U.S. dollars; (4) a statement certifying completion of Informal Dispute Resolution; and (5) a statement certifying that the requesting party will pay any necessary filing fees. Any Demand you send to Company should be sent by email to finance@justappraised.com or by mail to 2261 Market Street #4074, San Francisco, CA 94114. Company will send any Demand to the email address or mailing address it has on file for you.

If the party requesting arbitration is represented by counsel, the Demand must also include counsel's name, telephone number, mailing address, and email address, and counsel must sign the Demand. By signing the Demand, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery ("Counsel's Certification").

Unless you and Company agree otherwise, or Batch Arbitration under Section 11.9 applies, the arbitration, including any in-person hearing, will be conducted in Delaware. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the "Fee Schedules").

You and Company agree that all materials and documents exchanged during the arbitration proceedings will be kept confidential and will not be shared with anyone except the parties' attorneys, accountants, or business advisors, who must agree to keep them confidential. At least 14 days before the date set for an arbitration hearing, any party may serve a written offer on the other party to allow judgment on specified terms. If the offer is not accepted and the other party fails to obtain a more favorable award, the other party will not recover any post-offer costs to which it would otherwise be entitled and will pay the offering party's costs from the time of the offer.

11.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of De, selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree on an arbitrator within thirty-five (35) days after delivery of the Demand, NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if Batch Arbitration under Section 11.9 applies, NAM will appoint the arbitrator for each batch without soliciting input from any party, subject to your right to object to that appointment.

11.7 Authority of Arbitrator. The arbitrator has exclusive authority to resolve any Dispute, including disputes about the interpretation or application of this Arbitration Agreement and its enforceability, revocability, scope, or validity, except that all Disputes about Section 11.4, including any claim that all or part of Section 11.4 is unenforceable, illegal, void, or voidable, or has been breached, will be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator has authority to grant motions dispositive of all or part of any Dispute. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award is final and binding on you and Company. Judgment on the award may be entered in any court having jurisdiction.

11.8 Attorneys' Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties will bear their own attorneys' fees and costs in arbitration, unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose, as measured by Federal Rule of Civil Procedure 11(b). If, following a presentation on the merits and after affording a reasonable opportunity to respond, an arbitrator determines that a party who started arbitration did not bring its claims consistent with Counsel's Certification and Federal Rule of Civil Procedure 11(b), the arbitrator will, as part of its award, order the initiating party to reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If either party needs to invoke the authority of a court to compel arbitration, the party that obtains an order compelling arbitration is entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing that order.

11.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, if twenty-five (25) or more individual Demands of a substantially similar nature are filed against Company by or with the assistance of the same law firm, group of law firms, or organizations within a reasonably proximate period of time (for example, a ninety (90)-day period), NAM will: (1) administer the Demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) Demands are filed, a single batch of all of them, and, if fewer than 100 Demands remain after batching, a final batch of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any) in a place determined by the arbitrator, and one final award, which will provide all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). NAM will administer all batches concurrently, to the extent possible.

Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. If the parties disagree on the application of Batch Arbitration, the disagreeing party will advise NAM, and NAM will appoint a sole standing Procedural Arbitrator or, if circumstances require, an Emergency Arbitrator, under the NAM Rules, to decide whether Batch Arbitration applies (the "Administrative Arbitrator"). The Administrative Arbitrator may set procedures as necessary to resolve any such dispute promptly. Company will pay the Administrative Arbitrator's fees.

You and Company will cooperate in good faith with NAM to implement Batch Arbitration, including the payment of single filing and administrative fees for batches of Demands, and any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in resolving discovery disputes; and (2) the adoption of an expedited calendar. This Section 11.9 does not authorize or create a class, collective, or representative arbitration or action of any kind, except as expressly set forth in it, and does not preclude any party from participating in any arbitration administered under it.

11.10 30-Day Right to Opt Out. You may opt out of this Arbitration Agreement by sending written notice of your decision to finance@justappraised.com within thirty (30) days after first becoming subject to it. Your notice must include your name and address, the email address you used to set up your account (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms continue to apply to you. Opting out has no effect on any other arbitration agreements that you may have with Company, including any previous version of this Arbitration Agreement that you agreed to and did not timely opt out of, or on any arbitration agreements with Company that you enter into in the future.

11.11 Invalidity. Except as provided in Section 11.4, if any part of this Arbitration Agreement (other than Section 11.9) is found under the law to be invalid or unenforceable, that part will be severed, and the remainder of this Arbitration Agreement will continue in full force and effect. If Section 11.9 is found under the law to be invalid or unenforceable, the entire Arbitration Agreement will be void, and all Disputes will be heard in the state or federal courts located in the State of Delaware. Any Dispute must be started within the applicable statute of limitations, or it will be forever time-barred, and all applicable statutes of limitations apply to arbitration in the same manner as they would apply in court.

11.12 Changes to the Arbitration Agreement. Company may modify this Arbitration Agreement in the future. Any changes will be posted at https://www.justappraised.com/security/terms-of-service, and Company will notify you of any material change. Your continued use of the Service after the posting of changes constitutes your acceptance of them. If you previously agreed to a version of these Terms with an arbitration agreement and did not validly opt out, changes to this Arbitration Agreement do not give you a new opportunity to opt out of your previous agreement to arbitrate. Company will continue to honor any valid opt-out you made under a prior version.

12. Changes to these Terms

Company may revise these Terms at any time by posting the revised version and updating the "Last Updated" date. Unless the revision states otherwise, it is effective when posted. If a change is material, Company will notify you by email (if Company has your email address) or by a notice in the Service. Your continued use of the Service after a revision is posted means you accept it. Company may require you to accept the revised Terms before you continue to use the Service.

13. General

13.1 Governing Law. Except as Section 11 provides, these Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

13.2 No Waiver. Company's failure to exercise or enforce any right or remedy in these Terms, or that Company otherwise has under law, is not a waiver of that right or remedy and does not modify these Terms.

13.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions remain in full force and effect.

13.4 Assignment. You may not assign these Terms. Company may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.5 Entire Agreement. These Terms and the Privacy Policy are the entire agreement between you and Company about the Service. They do not change any agreement between Company and the Agency.

Please read the following terms of use ("Terms") carefully before using this website. By accessing or using Just Appraised Inc.'s ("Just Appraised") website, including but not limited to all subpages, subdomains and related domains, you agree, without limitation or qualification, to these terms. Just Appraised provides software and services on behalf of partners (collectively “Partners& rdquo;).

Disclaimer

The materials and information contained on or obtained from this website, are distributed and transmitted "As Is" without warranties of any kind, either express or implied, including without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. Information contained on this website, including information obtained from external links thereon, is provided without any representation of any kind as to accuracy or content and should be verified by the user. Just Appraised is not responsible for any special, indirect, incidental or consequential damages that may arise from the use of, or the inability to use, the website and/or the materials contained on the site whether the materials contained on the website are provided by Just Appraised or a third party

I. Your use of Just Appraised

You agree to access and use Just Appraised only for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, statutes, rules and regulations pertaining to your use of Just Appraised. By accessing Just Appraised and related websites, you agree that you will not:

a) use Just Appraised to commit a criminal offense or to encourage others to engage in any conduct which would constitute a criminal offense;

b) use Just Appraised in a way to give rise to civil liability or encourage others to engage in any conduct which would give rise to civil liability;

c) use Just Appraised to impersonate other parties or entities;

d) use Just Appraised to upload any material that may alter, damage, or interrupt the functionality of Just Appraised or the hardware or software of any other person who accesses Just Appraised;

e) upload, post, email, or otherwise transmit any materials that you do not have a right to transmit under any law or contractual relationship;

f) alter, damage, or delete any content posted on Just Appraised;

g) disrupt Just Appraised or its servers or networks in any way; or

h) claim a relationship with or represent any business, association, or other organization with which you are not authorized to claim such a relationship or to represent.

II. Passwords and account security

You agree and understand that you are responsible for maintaining the security and confidentiality of passwords associated with any account you use on Just Appraised websites. Accordingly, you agree that you will be solely responsible to Just Appraised for all activities that occur under your account.

III. Information you provide

In order to use certain aspects of Just Appraised, you may be required to provide information about yourself. You agree that any information you give to Just Appraised will always be accurate, correct and up to date. To learn how Just Appraised may use such information please visit the Just Appraised privacy policy on this page.

IV. Links to sites of external entities

Just Appraised may contain links to other sites on the internet that are operated by parties other than Just Appraised. Just Appraised does not imply approval of the listed destinations, warrant the accuracy of any information set out in those destinations, or endorse any opinions expressed therein. Like Just Appraised, all other websites operate under the auspices and at the direction of their respective owners who should be contacted directly with questions regarding the content of those sites.

V. Miscellaneous terms

a) nothing contained in or displayed on Just Appraised or in these terms constitutes or is intended to constitute legal advice by Just Appraised or any of its agencies, officers, employees, agents, attorneys, or representatives.

b) Just Appraised's failure to exercise or enforce any legal right or remedy which is contained in the terms (or which Just Appraised otherwise has under applicable law), shall not constitute a waiver of any of Just Appraised's rights or remedies, and shall not be construed to be a modification of the terms.

c) Just Appraised reserves the right to revise and otherwise change the terms at any time and without notice. Any modification is effective immediately upon posting, unless otherwise stated. Your continued use of Just Appraised following the posting of any modification signifies your acceptance thereof. You should periodically visit this page to review the current terms and conditions of use.

d) all material, with the exception of Partners logos, on this website is owned by Just Appraised. You may not copy, reproduce, transmit, distribute, commercially exploit or create derivative works of such material or content without express consent.

e) The Just Appraised logo is a trademark of Just Appraised. Any use of the materials stored on Just Appraised's website is prohibited without the written permission of Just Appraised. Just Appraised retains all intellectual property rights including copyrights on all text, graphic images and other content. This means that the following acts or activities are prohibited without prior, written permission from Just Appraised: 1) modify and/or re-use text, images or other web content; 2) distribute Just Appraised's web content; or 3) "Mirror" Just Appraised's information.

f) Partners logos are trademarks of said Partners. Any use of the Partners materials stored on Just Appraised's website is prohibited without the written permission of Partners.

Terms Of Use