Terms and Conditions

These On-Line Subscription Agreement Terms and Conditions (the “Terms and Conditions”) govern access to and use of the CO-Ver platform, software, websites, mobile applications, content, products, and services (collectively, the “Services”) provided by CO-Ver, LLC (“CO-Ver,” “we,” or “us”). These Terms and Conditions apply to, and are binding upon, every person and entity that accesses or uses the Services, whether or not such person or entity is a paying subscriber, is identified in an Order Document, or is affiliated with any Client. Please read these Terms and Conditions carefully before accessing or using the Services. The terms “including” and “include” mean “including, but not limited to.”

1. Agreement

These Terms and Conditions are entered into and legally binding upon CO-Ver and the party (“Client”) that has executed that separate document entitled, “Order Document” which identifies and incorporates these Terms and Conditions by reference (each an “Order Document”). The agreement (“Agreement”) between CO-Ver and Client consists of: (1) the Order Document and any subsequent Order Documents executed by CO-Ver and Client; (2) any and all Statements of Work entered into as set forth below in these Terms and Conditions; and (3) these Terms and Conditions. This Agreement governs all Services, work, and deliverables set forth in each Order Document, and all Order Documents are subject to the terms and conditions of these Terms and Conditions. If there is a material difference or conflict between the terms and conditions in an Order Document or Statement of Work and these Terms and Conditions, then the Order Document or Statement of Work shall control and supersede; provided, however, that no Order Document or Statement of Work shall modify, limit, or supersede the Sections entitled “Acceptance by All Users; User Terms,” “Warranties,” “Sole Remedy for Breach of the Limited Warranty,” “Limitation of Remedies and Liability,” “Indemnity,” “Ownership of Intellectual Property,” or “Governing Law, Arbitration and Attorneys’ Fees” unless such Order Document or Statement of Work expressly identifies the applicable Section and states the parties’ intent to supersede it. Capitalized terms that are not otherwise defined in these Terms and Conditions shall have the meanings ascribed to them in an Order Document. By executing an Order Document, accessing the Services, or clicking “I Agree” (or similar) where presented, Client agrees to be bound by this Agreement. If Client does not agree to this Agreement, Client must not access or use the Services. If Client is accepting on behalf of an entity, Client represents that it has authority to bind such entity to this Agreement. The term “User” means any person or entity that accesses or uses the Services, in any manner and for any purpose, whether or not such person or entity is a Client, is an Authorized User of a Client, or pays any fees to CO-Ver, and includes each Owner Administrator, General Contractor User, Subcontractor User, Design Professional User, and Lender User. Each Client is also a User. "User Roles" means the access-permission categories assigned to each Authorized User within the System (as defined below), as configured by the Owner Administrator, including: (i) “Owner Administrator” (Client's designated administrator with full platform access and the ability to configure permissions for other Authorized Users); (ii) “General Contractor User”; (iii) “Subcontractor User”; (iv) “Design Professional User”; and (v) “Lender User”. The specific permissions and data visibility associated with each User Role are as described in the applicable user documentation or Order Document.

2. Acceptance by All Users; User Terms

CO-Ver makes the Services available not only to Clients but also to persons and entities that are not parties to any Order Document and that pay no fees to CO-Ver, including subcontractors, design professionals, lenders, and their respective personnel. (a) Required Acceptance. CO-Ver will require each User to affirmatively accept these Terms and Conditions, by clicking “I Agree” (or similar) or by another affirmative act designated by CO-Ver, before such User is granted access to the Services, and no person or entity may access or use the Services without having accepted these Terms and Conditions. By accessing or using the Services, each User accepts and agrees to be bound by these Terms and Conditions and represents that it has full authority to bind any person or entity on whose behalf it acts. (b) Provisions Binding on Every User. Except for the Sections entitled “Additional Modules,” “Support,” “Consulting Services,” “Payment Terms,” “Fees for Services,” “Term of Agreement,” “Termination,” “Effect of Termination,” “Indemnity,” “Non-Solicitation,” and “Publicity,” and except for the Limited CO-Ver Warranties expressly granted solely to Client in the Section entitled “Warranties,” each Section of these Terms and Conditions applies to each User as if each reference in it to “Client” were a reference to such User (such provisions, as applied to a User, the “User Terms”). Where a provision imposes an obligation on Client with respect to its Authorized Users, that provision applies to each User with respect to any person to whom such User grants or facilitates access. (c) Obligations Not Contingent on Payment. THE DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY, ARBITRATION AGREEMENT, AND CLASS ACTION AND JURY TRIAL WAIVERS SET FORTH IN THESE TERMS AND CONDITIONS APPLY TO AND ARE ENFORCEABLE AGAINST EACH USER, WHETHER OR NOT SUCH USER PAYS ANY FEES TO CO-VER. Each User acknowledges and agrees that CO-Ver’s provision of access to the Services constitutes good, valuable, and sufficient consideration for such User’s agreement to the User Terms, and that no obligation, restriction, waiver, disclaimer, or limitation applicable to a User under the User Terms is conditioned upon, or excused by, the absence of any payment obligation of such User. (d) Notices to Users. For a User that is not a Client, any notice required or permitted under the User Terms, including any Legal Notice and any Notice of Dispute, may be given by CO-Ver to the electronic mail address associated with such User’s account, and shall be given by such User to CO-Ver at the address posted for such purpose on CO-Ver’s website. (e) No Diminution of Client Obligations. Nothing in this Section relieves any Client of any of its obligations under this Agreement, including its obligation to be responsible and jointly and severally liable for the acts and omissions of its Authorized Users and its obligation to ensure that User Roles and access permissions are appropriately configured by its Owner Administrator.

3. Modifications to Terms and Conditions

CO-Ver may modify or amend these Terms and Conditions from time to time in its sole discretion. The most current version will be posted at CO-Ver’s designated URL with a “Last Updated” date. For material changes, CO-Ver will use commercially reasonable efforts to provide Client with notice (which may be by email, in-product notification, or by posting a notice on the Services) prior to the changes taking effect. Client’s continued access to or use of the Services after the effective date of any amended Terms and Conditions constitutes Client’s acceptance of the amended Terms and Conditions. If Client does not agree to amended Terms and Conditions, Client’s sole remedy is to discontinue use of the Services and, where applicable, terminate the Order Document in accordance with its terms. CO-Ver may also implement supplemental terms applicable to particular Services, features, programs, or promotions, which will be disclosed at the time of access; supplemental terms shall prevail over these Terms and Conditions only with respect to such applicable Services in the event of a conflict.

4. Access to and Use of the System

Subject to the terms and conditions of this Agreement, CO-Ver will make available to Client selected modules of the CO-Ver platform (such modules, the “Modules”, and such platform the “System”) identified in the Order Document for Client to access and use solely for Client’s own internal business purposes as expressly authorized under this Agreement. The System may include, and CO-Ver may provide Client with, copies of or online access to download and use certain software for use with or as part of the System (“CO-Ver Software”). CO-Ver Software may include, for example, software and applications for use with mobile phones, smart phones and other portable electronic devices, software for accessing the System, or for installation and use with hardware or equipment. Accessing, downloading, installing, and using CO-Ver Software may require Client or its Authorized Users to accept and agree to terms of use, including end user license agreements. If CO-Ver provides Client with CO-Ver Software and does not specify separate terms for such CO-Ver Software or its use, then such CO-Ver Software is provided to Client as part of the System pursuant and subject to the terms and conditions of this Agreement. No right to sub-license or sub-let is granted under this Agreement. Client shall not: (a) permit, authorize, disclose or provide access to or use of the System or CO-Ver Software to anyone or any third parties other than Authorized Users (as defined below) and other Users to whom access to a project within the System is granted by an Owner Administrator in accordance with this Agreement; (b) reproduce, duplicate, disseminate, copy, sell, rent, lease, loan or otherwise disclose the Services, System, or CO-Ver Software to any third party or use the same for the purpose of commercial timesharing, service bureau or other rental or sharing agreements with any third party, customer or Affiliate; (c) use the Services, System, or CO-Ver Software for any use other than the intended use set forth in this Agreement; (d) reverse engineer or circumvent the security and restrictions of the Services; or (e) otherwise use the Services, System, or CO-Ver Software in any way not expressly provided for by this Agreement.

5. Manner of Access to the Services

Subject to the terms and conditions of this Agreement, Client will access the Services via the Internet using the Minimum System Requirements. Client acknowledges and agrees that: (a) accessing the System and other aspects of the Services may require the installation and use of third-party software, other than an Internet browser, and Third-Party Resources; and (b) the System and other aspects of the Services (including administration, hosting, maintenance, support, disaster recovery, data processing, hardware and/or software) may be performed or provided by CO-Ver and/or by one or more third parties or service providers under contract or subcontract with CO-Ver from locations worldwide. Client’s use of the Services is limited to use only by Client’s and its Affiliates’ employees, representatives, contractors, and vendors who have been expressly authorized by Client to access and use the System solely for Client’s own internal business purposes as expressly authorized under this Agreement (“Authorized Users”). A person or entity that is granted access to a project within the System by an Owner Administrator but that is not an employee, representative, contractor, or vendor of Client or its Affiliates, including an independent subcontractor, design professional, or lender, is not an Authorized User of Client but is a User bound directly by the User Terms. Client shall be responsible and jointly and severally liable for the acts and omissions of all Authorized Users. All access and use of the Services by Authorized Users shall be subject to the terms and conditions of this Agreement and each Authorized User shall be bound by an agreement with Client containing terms at least as restrictive as those set forth in this Agreement, including the obligations of confidentiality, and shall in addition be required to accept the User Terms directly with CO-Ver as a condition of access to the Services. The term “Affiliates” means any parent, child, subsidiary or related entity of a party in which: (i) such party owns more than fifty percent (50%) of its equity or has the right or power, directly or indirectly, to elect a majority of its board of directors or managers; or (ii) any entity owning more than fifty percent (50%) of a party’s equity or that has the right or power, directly or indirectly, to elect a majority of the party’s board of directors or managers. Access to specific features, data, and workflows within the System is determined by each Authorized User's assigned User Role, as configured by the Owner Administrator. CO-Ver is not responsible for errors, omissions, or unauthorized access resulting from improper User Role configuration by Client or its Owner Administrator. If Client has purchased API access as set forth in an Order Document, Client may access the System programmatically via CO-Ver's documented API, subject to any usage limits, rate limits, and additional terms set forth in such Order Document.

6. User Accounts; Passwords

CO-Ver will provide and authorize credentials (including user names and passwords) for each Authorized User and each other User. Credentials are personal to the Authorized User or other User to whom they are issued and may not be shared. Client is responsible for taking all steps necessary to protect all user logins and passwords, to safeguard the security and integrity of the Services and the System, and to protect against unauthorized access and use. Client must promptly notify CO-Ver in writing when any person ceases to be an Authorized User so that CO-Ver may disable that person’s credentials. Client shall immediately notify CO-Ver of any actual or suspected unauthorized access to or use of the Services or any compromise of credentials. Any access to the Services or System using Client’s user logins and passwords shall be deemed access by Client, except where access is the result of unauthorized disclosure of such user logins and passwords by the negligent or willful act of CO-Ver. Client is fully responsible for all activities that occur under any Authorized User’s credentials.

7. Updates

During the Term, CO-Ver will maintain, correct and modify, and may upgrade and update the System and other aspects of the Services (collectively, “System Updates”); provided, however, that the nature, substance, content, timing, manner and release of System Updates, if any, shall be in the sole and absolute discretion of CO-Ver. System Updates shall be included within and as part of the System and the Services. During the Term, CO-Ver may also provide System Updates to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third-Party Resources. Such updates will not materially reduce the level of performance, functionality, security, or availability of the Services during the then in-effect Term.

8. Additional Modules

From time to time, CO-Ver may make available via the System additional features and functionality as modules or feature sets which may be identified as Modules in an Order Document which may be accessed and used by Client upon: (a) Client’s written assent to the terms and conditions of access and usage specific to such additional Modules, which may be in the form of a new Order Document, an amendment or supplement to an existing Order Document, or an Order Document that replaces and supersedes one or more existing Order Documents; and (b) Client’s payment of any applicable fees for the use of such additional Modules. Such additional Modules selected and paid for by Client shall be included within the Services and the System. While CO-Ver may, during the Term, provide additional Modules, it is under no obligation to do so and the nature, substance, content, timing, manner and release of additional Modules, if any, shall be in the sole and absolute discretion of CO-Ver. The lender Module, when made available, will permit authorized construction lenders and their designees to access project-level change order verification data for projects in which they have a financing interest, as authorized by the applicable Owner Administrator. Access to the lender Module by lender users is subject to separate credentialing requirements and may require a separate Order Document or addendum. CO-Ver makes no representation that the lender Module satisfies any particular regulatory requirement applicable to lenders.

9. Support

As part of the Services, CO-Ver will provide Client with email and telephone support during CO-Ver’s business hours of operation (the “Support Services”). Client may order and receive additional Support Services, which may be set forth in a Statement of Work or on the Order Document. Client will designate at least one employee to serve as the primary point of contact for Client with the Support Services.

10. Consulting Services

Client may request and CO-Ver may provide consulting services (“Consulting Services”) in connection with the Services. Consulting Services may include, for example, setup, implementation, onboarding, training, and customizations to the System. Consulting Services may be set forth in the Order Document or in a statement of work (“Statement of Work”) signed by the parties, setting forth the Consulting Services to be rendered, performance schedules, pricing and any other applicable terms and conditions. All Statements of Work shall be subject to the terms and conditions of this Agreement.

11. Client Data

Client shall own all data, text, images, audio, video, photographs, and other content and material, in any format, provided by Client or Authorized Users that is stored in, or run on or through, the System (collectively, the “Client Data”). The term “Client Data” does not include the Services under this Agreement, the System or its Modules, the CO-Ver Software, Third-Party Resources, the CO-Ver Intellectual Property, or any other CO-Ver products or services, or any and all derivative works thereof. Client is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Client’s Data, including any viruses, Trojan horses, worms or other harmful programming routines contained in Client’s Data, or from Client’s use of the Services in a manner that is inconsistent with the terms of this Agreement. Client may disclose or transfer, or instruct CO-Ver to disclose or transfer, Client’s Data to Authorized Users and third parties, which may include Client’s users, customers, Third-Party Resources, and other business associates, representatives and participants within or outside of the System (“Client Data Disclosures”). Client Data Disclosures may be made electronically through or using features and functionality of the System. Upon the occurrence of any Client Data Disclosures, CO-Ver is no longer responsible for the security or confidentiality of such content, Client Data and applications outside of CO-Ver or the System, and CO-Ver shall not be liable to Client, and Client irrevocably waives, releases and discharges CO-Ver from any claims arising out of or relating to any Client Data Disclosures. Client hereby grants to CO-Ver the right to: (a) host, use, process, disclose, retain, reproduce, display, and transmit Client Data on behalf of Client to provide the Services to Client pursuant to and in accordance with this Agreement, including to use and share Client Data in connection with integration between Client’s use of the System and uses by Client’s Authorized Users, customers, clients, Third-Party Resources, business associates, representatives and participants within or outside of the System; (b) take any steps, actions or uses of the Client Data reasonably necessary to comply with the Data Privacy Standards (as defined below); and (c) in connection with the AI Functionality as set forth in Section 18. CO-Ver will not process, use, disclose or retain any Client Data for its own purposes or for any purposes other than as set forth in the preceding sentence or as otherwise set forth in this Agreement. Client has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data, and for obtaining all rights related to Client Data required by CO-Ver to perform the Services.

12. Multi-Party Data Access

Client acknowledges that CO-Ver's collaborative workflow functionality is designed to make relevant Client Data visible to other Authorized Users and other Users on the same project, including General Contractor Users, Subcontractor Users, Design Professional Users, and Lender Users, based on the User Role permissions configured by Client's Owner Administrator. CO-Ver is not responsible for the actions of other Authorized Users or other Users who access Client Data within the scope of their permitted User Role. Client is solely responsible for ensuring that its Owner Administrator grants appropriate access permissions to each Authorized User.

13. Integration Data

If Client activates integrations with Third-Party Resources (as defined below) such as Procore or Autodesk Construction Cloud, Client authorizes CO-Ver to access, retrieve, and process data from those platforms as necessary to provide the integration functionality. Client represents and warrants that it has all necessary rights, permissions, and authorizations from the applicable third-party platform to grant CO-Ver such access.

14. User-Provided Content; Submissions

Client and Authorized Users may, from time to time, submit, upload, publish, or otherwise make available through the Services textual, audio, and/or visual content and information, including commentary, feedback, ratings, reviews, support requests, suggestions, and ideas (collectively with all Client Data submitted via the Services, “Submissions”). With respect to any Submissions that consist of feedback, suggestions, ideas, or recommendations regarding the Services or CO-Ver’s business (collectively, “Feedback”), Client hereby grants to CO-Ver a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, fully sublicensable and transferable right and license to use, copy, modify, adapt, publish, translate, distribute, create derivative works from, and otherwise exploit such Feedback in any form, media, or technology now known or hereafter developed, for any purpose whatsoever, including for developing, improving, manufacturing, and marketing the Services and other CO-Ver products and services, without attribution or compensation to Client. Client represents and warrants that any Feedback or Submission Client provides is original to Client (or Client has obtained all rights necessary to grant the foregoing license) and does not violate any third-party rights. Client hereby waives any and all moral rights in any Feedback to the maximum extent permitted by law.

15. Confidentiality, Non-Use, and Non-Disclosure

Each party will treat and hold all confidential, commercially sensitive, proprietary, and/or non-public information (“Confidential Information”) received from the other party in strict confidence and will not use or disclose to anyone any of the information except in connection with each party’s performance under this Agreement. Client will not disclose any of CO-Ver’s Confidential Information to anyone other than Authorized Users having a need to know and use such Confidential Information in connection with their permitted use of the System under this Agreement. The term “Confidential Information” with respect to CO-Ver’s Confidential Information shall include the terms and conditions of this Agreement, all user logins and passwords, CO-Ver Intellectual Property, CO-Ver Software, the Services, the System and the Modules and their features, functionality, workflow, algorithms, screen displays, user interfaces, user documentation, support and help materials, and methods, IP addresses for the System, System Updates and all documentation relating to any of the foregoing. The term “Confidential Information” with respect to Client’s Confidential Information shall include the Client Data. Upon termination, cancellation, or expiration of this Agreement for any reason whatsoever, each party shall return to the other all Confidential Information or at the other party’s option, destroy such information; except that CO-Ver will not destroy or remove any Client Data stored within the System that is rightfully in the possession of or used by other users and clients. Client shall not promote or publicly disclose or link the Internet address or location of the System in any manner, including on any web sites without the prior written consent of CO-Ver. Except as otherwise expressly set forth in this Agreement, a party’s Confidential Information shall not be made available or accessible to, and will not be used with or by the other party, whether for internal or external use, any automated processes, tools, applications, software or other applications that conduct learning, interpretation, data gathering, mining, or extraction, or that may combine or use information or data, including artificial intelligence, machine learning, algorithmic processing technologies, train learning, large language models, text and language generators, natural language processing tools, artificial intelligence bots, chatbots, or any comparable models (collectively, “AI Functionality”). Upon termination, cancellation or expiration of this Agreement for any reason whatsoever, or at the request of either party at any time, each party shall, as instructed by the other party, destroy or return to the other party such other party's Confidential Information.

16. Protected Information

Client and CO-Ver agree that: (a) they will comply with all applicable United States federal, state, and local data privacy standards and laws, rules and regulations governing data, financial information, privacy, personal data and personal information and PII (collectively, the “Data Privacy Standards”); and (b) for so long as each party maintains, possesses, acquires, discloses, uses, or has access to any PII of the other, they shall at all times maintain the PII in strict confidence and shall not disclose it to anyone or use it for any purposes except as expressly authorized in this Agreement, in connection with the Services, and as permitted by applicable law and the Data Privacy Standards, and that each party shall notify the other within twenty-four (24) hours if it is no longer in compliance with such Data Privacy Standards. Each party shall have the right, at any time, to take any actions or to require the other party, and Authorized Users, to take any actions required by any of the Data Privacy Standards, including to remove, destroy or purge any information from their possession, custody or control when required by any of the Data Privacy Standards, but only to the extent permitted by law. Each party shall have the right, but not the obligation, upon reasonable prior notice, to audit the other party and Authorized Users to confirm compliance with this Agreement and the Data Privacy Standards, which audit may include on-site inspections, requests for copies of documents and records, interviews with employees and representatives, proof of compliance, and written certifications executed under oath. Notwithstanding the User Terms, the audit right set forth in the preceding sentence may be exercised only by CO-Ver and by Client, and may not be exercised by any User that is not a Client. The term “PII” means personal information, personally identifiable information, non-public information (NPI), any information about an individual, information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, and any other information protected or regulated under applicable law and includes: (i) any information that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; (ii) credit card, debit card and other banking and payment information; (iii) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information; (iv) any non-public personal information regarding any individual that is subject to applicable national, state, regional, and/or local laws and regulations governing the privacy, security, confidentiality and protection of non-public personal information; (v) is Personally Identifiable Information, as defined by state breach notification statutes; (vi) non-public information (NPI) as defined and/or used by applicable state, federal or local laws, rules or regulations; and (vii) information appearing on applications for obtaining financial services (such as credit card or loan applications), or on account histories (such as bank or credit card histories), a person’s status (current or previous) with a banking, credit, lending or other financial organization, including names, addresses, telephone numbers, Social Security numbers, PINs, passwords, account numbers, salaries, and account balances.

17. Ownership of Intellectual Property

Client acknowledges and agrees that CO-Ver’s Confidential Information is owned by CO-Ver and contains its trade secrets. Client shall not contest or otherwise challenge: (a) CO-Ver’s designation of its Confidential Information as trade secrets and commercially sensitive and confidential and proprietary information; or (b) CO-Ver’s ownership of the Confidential Information and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights in and to the Confidential Information and arising therefrom (collectively, the “CO-Ver Intellectual Property”). No title or ownership of the Confidential Information or CO-Ver Intellectual Property is transferred to Client by way of this Agreement. All rights not expressly granted to Client in this Agreement are expressly reserved and retained by CO-Ver.

18. Use of Artificial Intelligence

Client acknowledges and agrees that the Services and System may include, incorporate, utilize, or rely upon AI Functionality. Client grants CO-Ver a non-exclusive right to process Client Data through the AI Functionality for the following purposes: (a) enabling, operating, and delivering the AI Functionality features of the Services; (b) training, learning, maintaining, supporting, and enhancing the performance, accuracy, use, and reliability of the AI Functionality and the System, provided that any use for improvement purposes shall be limited to aggregated, de identified, or anonymized data that cannot reasonably be used to identify Client or any individual; and (c) ensuring the security, integrity, and lawful operation of the Services and System, including detection of fraud, misuse, compliance with this Agreement, and/or anomalous activity.

19. Construction Industry Analytics

CO-Ver may use de-identified, aggregated Client Data and other data provided, submitted, or generated by any User in connection with the Services, including verified change order data, cost benchmarks, and market pricing data, to develop proprietary construction industry benchmarking databases, cost estimation models, and analytics products (“Analytics Products”). CO-Ver may license or sell Analytics Products to third parties, provided that such Analytics Products cannot reasonably be used to identify Client, any User, or any other User. Neither Client's nor any other User's Confidential Information shall be included in any Analytics Product in identifiable form. Client and each User, by accessing or using the Services, and whether or not such User pays any fees to CO-Ver, acknowledges and consents to the uses of data described in this Section.

20. AI Output Disclaimer

AI-generated outputs, analyses, verification results, and recommendations produced by the System (collectively, “AI Outputs”) are provided for informational and procedural purposes only. AI Outputs do not constitute professional advice of any kind, including advice from licensed architects, engineers, construction managers, quantity surveyors, cost estimators, project owners' representatives, accountants, or attorneys. Client assumes all responsibility for any decisions made in reliance on AI Outputs, including change order approvals, dispute resolutions, or project cost determinations. CO-Ver makes no representation or warranty regarding the accuracy, completeness, or fitness for purpose of any AI Output or the underlying cost databases or benchmarks used to generate it.

21. CO-Verified™ Designation; No Implied Warranty of Accuracy

When a change order submission has been processed through CO-Ver’s analytical platform, it may be designated “CO-Verified™” within the System. The designation “CO-Verified™” is a proprietary CO-Ver trademark and means only that the submission has been received and processed through CO-Ver’s automated analytical and benchmarking workflow in accordance with the parameters configured for the applicable project. The CO-Verified™ designation does not mean, and shall not be construed to mean, any of the following: (a) that the pricing, scope, or costs reflected in the change order are accurate, correct, complete, or reasonable; (b) that the change order is approved or recommended for approval by CO-Ver or any other party; (c) that CO-Ver has independently audited, confirmed, or validated any cost data, labor rates, material quantities, or other information submitted by any party; (d) that the change order is entitled to payment or constitutes a valid claim under the applicable construction contract; or (e) that CO-Ver has exercised professional judgment of any kind with respect to the submission. All decisions regarding whether to approve, reject, negotiate, or dispute a change order remain solely with the applicable project Owner, Contractor, or other authorized party under the construction contract. CO-Ver expressly disclaims any warranty, express or implied, arising from the use of the term “verify,” “verification,” “CO-Verified™,” or any similar term in connection with the Services or any output of the System.

22. Payment Terms

Client shall pay to CO-Ver all fees set forth in this Agreement, in each Order Document, and each Statement of Work on or before the applicable due dates. Except as otherwise expressly set forth in this Agreement, an Order Document, or a Statement of Work, all amounts are due upon execution of this Agreement, the applicable Order Document, or the applicable Statement of Work. Where this Agreement, an Order Document, or a Statement of Work specifies a due date, billing period, or payment schedule for a particular fee, that provision controls. Any past due amounts owing under this Agreement or any Statement of Work shall bear interest of one and one-half percent (1.50%) per month from the due date or the highest rate permissible by law if less. Unless otherwise expressly stated, all amounts stated in this Agreement and each Statement of Work do not include any taxes. The fees stated on an Order Document do not include fees, costs, and expenses incurred or charged in connection with payments, including wire transfer fees, credit card or ACH fees, surcharges, convenience fees, and other costs incurred or imposed, including those for electronic payments. Any payments that are declined, refused, or returned, and amounts that are not timely paid when due are subject to a late fee equal to the greater of twenty-five and 00/100 dollars ($25.00) or five percent (5%) of the past due amount, in addition to the interest set forth above. Client shall be solely responsible for and reimburse CO-Ver for any taxes, including sales, use, property, excise, value added and gross receipts levied on this Agreement and the use of the System, except taxes based on the net income of CO-Ver. Except as expressly set forth in this Agreement or a Statement of Work, all amounts are non-refundable. All monetary pricing and other amounts are stated in United States dollars.

23. Fees for Services

Fees for the Services consist of three components: the platform fee (the “Platform Fee”), the project fee (the “Project Fee”), and the construction contract fee (the “Construction Contract Fee”), each as set forth in this Section and in the applicable Order Document. (i) The Platform Fee is Five Hundred and 00/100 Dollars ($500.00) per month, billed annually in advance via the credit card, ACH account, or other payment method on file, and is non-refundable except as expressly set forth in the Sections entitled “Sole Remedy for Breach of the Limited Warranty” and “Indemnity.” Client may request alternate payment terms for the Platform Fee rather than annually in advance, and any such election will be set forth in the applicable Order Document. Election of monthly payments is a payment-timing accommodation only and does not reduce, shorten, or otherwise alter Client's commitment to the full Platform Fee for the entire Term; (ii) the Platform Fee includes the first five (5) Active Projects at no additional charge. A "Project" means a construction project established within the System, and a Project is "Active" from the date it is activated until it is archived or closed within the System. Client may maintain up to five (5) Active Projects at any given time without incurring a Project Fee. A Project Fee of One Hundred and 00/100 Dollars ($100.00) per month applies to each Active Project in excess of five (5), determined as of the date each such Project is activated. Once a Project Fee is triggered, the full amount for the remainder of the Term is due, and it continues for the remainder of the then in-effect Term and is not reduced, credited, refunded, or discontinued if the Project is subsequently archived, closed, or otherwise ceases to be Active. The Project Fee is prorated only for the partial month in which the Project is activated, so that the Project Fee co-terms with the Order Document, and is to be paid in full at the activation of the Project. As of the first day of each renewal Term, the included-Project allowance and the Project Fees payable shall be reset and recalculated based on the number of Active Projects as of that date; (iii) the Construction Contract Fee is equal to thirty-five hundredths of one percent (0.35%) of the contract sum of each construction contract submitted by Client or any Authorized User into the System. The Construction Contract Fee is earned upon submission of the construction contract, is invoiced upon such submission, and is due Net 30 from the date of submission. The Construction Contract Fee is calculated on the contract sum stated in the construction contract as submitted. If the contract sum is subsequently increased, whether by change order, amendment, or otherwise, an additional Construction Contract Fee equal to thirty-five hundredths of one percent (0.35%) of the amount of the increase is earned upon submission of the change order, amendment, or other documentation of the increase into the System, is invoiced upon such submission, and is due Net 30 from the date of submission. No Construction Contract Fee is reduced, credited, or refunded on account of any subsequent decrease in the contract sum, scope, or value, or if the construction contract is later terminated, suspended, or not performed. A separate Construction Contract Fee applies to each construction contract submitted, including each construction contract submitted in connection with the same Project; and (iv) if Client fails to pay any Project Fee or Construction Contract Fee invoice within sixty (60) days of the due date, all outstanding Project Fees and Construction Contract Fees then payable shall, at CO-Ver's option, become immediately due and payable in full. The Platform Fee is payable by credit card, ACH, wire transfer, or check, as set forth in the Order Document. All amounts are denominated in U.S. dollars. By activating a Project or submitting a construction contract through the System, Client expressly acknowledges and agrees to the following: (A) Client has reviewed and accepts the applicable Project Fee and Construction Contract Fee displayed at the time of Project activation or construction contract submission, as applicable; (B) the Construction Contract Fee is calculated on the contract sum stated in the construction contract as submitted by Client, that any subsequent increase in the contract sum gives rise to an additional Construction Contract Fee on the amount of the increase, and that no Construction Contract Fee is reduced, credited, or refunded on account of any subsequent decrease in the contract sum, scope, or value; (C) the Construction Contract Fee invoice will be issued upon submission of the construction contract and is due Net 30 from the date of submission, and the Project Fee is payable in full at the time of Project activation; and (D) activation of a Project and submission of a construction contract through the System each constitutes Client’s binding agreement to pay the applicable Project Fee or Construction Contract Fee, which agreement is enforceable to the same extent as a signed written agreement under applicable law. CO-Ver will display the applicable Project Fee or Construction Contract Fee amount prior to completion of Project activation or construction contract submission, as applicable, and will require Client's affirmative confirmation before such activation or submission is complete. Client’s failure to timely pay any Project Fee or Construction Contract Fee shall, at CO-Ver's option, result in suspension of access to the applicable Project within the System or, where the unpaid amount is not attributable to a single Project, to the Services generally.

24. Third-Party Resources

Client acknowledges and agrees that: (a) Client may have access to or require the use of Third-Party Resources in connection with its access to and use of the Services; and (b) the Services may enable Client to link to, download from or upload or transmit Client Data to, or otherwise access Third-Party Resources. The term “Third-Party Resources” means all software, hardware, network, applications, data, information, application programming interfaces (“API”), text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third-party sources outside of CO-Ver that Client may access or use through, within, or in conjunction with the Services. Examples of Third-Party Resources include software, products, services and other solutions, hosted applications, Customer relationship management (CRM) software and applications, third-party data bases and data providers, market data providers, construction project management tools, software, and applications, accounting software and platforms, and enterprise resource planning (ERP) solutions, Internet access, hardware, storage space and services, sufficient bandwidth and network connectivity, and other requirements necessary to access and use the Services in a secure environment. Client will be responsible for, at its expense, establishing, purchasing, and maintaining any and all Third-Party Resources. All ownership and intellectual property rights in and to Third-Party Resources and the use thereof is governed by separate third-party terms and agreements between Client and the third party(ies) that own, license, or provide the Third-Party Resources. CO-Ver does not control and is not responsible for any Third-Party Resources. ANY THIRD-PARTY RESOURCES ACCESSIBLE OR AVAILABLE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CLIENT ACKNOWLEDGES AND AGREES THAT CO-VER IS NOT RESPONSIBLE FOR, AND HAS NO OBLIGATION TO CONTROL, MONITOR, OR CORRECT THIRD-PARTY RESOURCES. CO-VER DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD-PARTY RESOURCES. Client acknowledges and agrees that: (i) the nature, type, quality and availability of Third-Party Resources may change at any time during the Term; and (ii) features of the Services that interoperate with Third-Party Resources depend on the continuing availability of such Third-Party Resources and APIs. CO-Ver may need to update, change, or modify the Services under this Agreement as a result of a change in, or unavailability of, any Third-Party Resources or their APIs. If any third party ceases to make its Third-Party Resources or APIs available on reasonable terms for the Services, as determined by CO-Ver in its sole discretion, CO-Ver may cease providing access to the affected Third-Party Resources without any liability to Client. Any changes to Third-Party Resources or APIs, including their unavailability, during the Term does not affect Client’s obligations under this Agreement or any Statement of Work, and Client will not be entitled to any refund, credit or other compensation due to any such changes. Client acknowledges and agrees that: (x) CO-Ver is not an agent of any third-party providing or selling Third-Party Resources; (y) any agreements relating to Third-Party Resources are solely between Client and the applicable third-party; and (z) CO-Ver has no liability for or relating to any Third-Party Resources and CO-Ver does not control, endorse or accept responsibility for any third parties. Client irrevocably waives, releases and discharges CO-Ver from any claims arising out of or relating to Third-Party Resources and their use. CO-Ver's current material Third-Party Resource integrations include Procore Technologies, Inc. (project management platform integration); Autodesk, Inc. (construction management platform integration); Stripe, Inc. (payment processing); Twilio SendGrid (transactional email); and HubSpot, Inc. (marketing automation). This list may change from time to time. CO-Ver will use commercially reasonable efforts to notify Client of material changes to Third-Party Resource integrations that affect Client's use of the Services.

25. Service Monitoring and Analyses

CO-Ver monitors the Services to facilitate its operations and provision of the Services and the performance of its obligations under this Agreement; to help resolve service requests; for product, software, and service research and development; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of this Agreement or CO-Ver’s policies. CO-Ver monitoring tools do not collect or store any Client Data residing in the Services, except as needed for such purposes. CO-Ver does not monitor, and does not address issues with, Third-Party Resources, non-CO-Ver software provided by Client or Authorized Users that is stored in, or run on or through, the Services. Information collected by CO-Ver monitoring tools (excluding Client Data) may also be used to assist in managing CO-Ver’s product and service portfolio, to help CO-Ver address deficiencies in its product and service offerings, and for license management purposes.

26. Use of Information

Client and each User, by accessing or using the Services, and whether or not such User pays any fees to CO-Ver, acknowledges and agrees that CO-Ver will: (a) have access to and will collect, compile, and retain data and information input, output and processed by the System, Services, and CO-Ver Software, and will compile statistical and other information related to the performance, operation and use of the System, Services and CO-Ver Software and all transactions and processing of that data and information (the “Collected Data”); and (b) use Collected Data for security and operations management, to create statistical analyses, for research and development purposes, to provide the System, Services, and CO-Ver Software to Client, and to perform its obligations under this Agreement; and (c) use Collected Data in de-identified, aggregated, and anonymized form for commercial purposes, including selling and disclosing to Client and third parties specific and aggregated data, information and reports. CO-Ver may make Collected Data publicly available; however, publicly available Collected Data will not individually or taken together with other data or information identify Client, any User, or the Confidential Information of Client or any User or otherwise be shared or disclosed publicly in any manner that could allow a third party to reverse engineer such Collected Data in a manner that, as a result of such reverse engineering, identifies Client, any User, or the Confidential Information of Client or any User. CO-Ver retains all intellectual property rights in Collected Data.

27. Interruption of Use

Client acknowledges and agrees that Services may be inaccessible or unavailable, in whole or in part, for any one or more of the following reasons (“System Downtime”): (a) equipment, network, software and hardware malfunctions not caused by CO-Ver’s equipment, network, software or hardware; (b) maintenance and repairs, and servicing, upgrading, and testing of the Services, CO-Ver Software, System, Modules and its components; and (c) downtime caused by reasons beyond CO-Ver’s reasonable control, including actual or threatened security concerns, Internet and connectivity failures and Force Majeure events. CO-Ver shall not be liable for System Downtime and such instances shall not constitute a breach of this Agreement. CO-Ver will use commercially reasonable efforts to minimize planned System Downtime and, when reasonably possible, will provide Client with advance notice of scheduled maintenance windows. CO-Ver will use commercially reasonable efforts to maintain the availability of the System during the Term; however, CO-Ver does not guarantee any specific level of uptime or availability.

28. Term of Agreement

Unless earlier terminated in accordance with Section 29 below, the term of this Agreement shall be for the Term set forth in the Order Document and will automatically renew for one or more successive renewal Terms of the same duration unless either party provides the other with written notice of non-renewal no less than thirty (30) days prior to expiration of the then in-effect Term. The term “Term” shall mean the initial Term and any renewal Terms thereafter. The Platform Fee is fixed for the then in-effect Term. Unless otherwise expressly set forth in the Order Document, all fees, including those set forth on the Order Document, and the Platform Fee for all renewal Terms shall be at CO-Ver's then prevailing rates and charges. CO-Ver will use commercially reasonable efforts to provide notice of any rate increase no less than sixty (60) days prior to the end of the then in-effect Term.

29. Termination

Except as otherwise expressly set forth in this Agreement, a party may terminate this Agreement: (a) if the other party breaches any material term or condition of this Agreement and fails to cure such breach within forty-five (45) days after receipt of written notice of the same, except in the case of Client’s failure to pay any fees or amounts due under this Agreement, which failure must be cured within five (5) days after receipt of written notice from CO-Ver; or (b) immediately and without notice if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors. CO-Ver shall also have the right to terminate this Agreement as set forth in this Agreement, including in any Order Document.

30. Effect of Termination

Upon termination, cancellation or expiration of this Agreement for any reason whatsoever: (a) Client’s right to access and use the Services and any CO-Ver Software shall immediately, automatically, and without notice, be revoked; (b) Client shall immediately cease all access to and use of the Services, CO-Ver Software, and all Confidential Information; (c) CO-Ver and Client shall each return to the other all Confidential Information in accordance with Section 15, and remove all Client Data from the System; (d) CO-Ver shall have the right to terminate and deny Client access to and use of the Services, the System, and the CO-Ver Software immediately and without notice; and (e) Client shall pay all amounts due or owing under this Agreement, including those set forth in Section 22 above, and, except where this Agreement is terminated by Client pursuant to the Section entitled “Sole Remedy for Breach of the Limited Warranty” or by CO-Ver pursuant to the Section entitled “Indemnity,” all remaining fees and amounts due for the remainder of the Term under each Order Document and Statement of Work shall automatically and immediately be accelerated and become due and payable in full by Client to CO-Ver.

31. Client Responsibilities

Client will, at its expense, be responsible for establishing and maintaining its Internet connection, sufficient bandwidth and network connectivity and any minimum system requirements reasonably requested by CO-Ver, technical resources, infrastructure, and other conventional client workstation requirements necessary to access and use the Services in a continuous and secure environment (the “Minimum System Requirements”). CO-Ver has the right and sole discretion to amend the Minimum System Requirements from time to time as may be necessary for compatibility and operability with System Updates, additional Modules, and the System. All use of the Services must comply with the user policies established by CO-Ver from time to time. Each Authorized User and each other User of the Services is required to accept and agree to these Terms and Conditions, and may be required to accept and agree to additional on-line terms of use, as a condition of access to the Services, which additional terms shall be in addition to the provisions contained in this Agreement and shall not supersede or amend this Agreement. In addition to the foregoing, Client is solely responsible for: (i) configuring appropriate User Roles and access permissions for all Authorized Users through the Owner Administrator account, including ensuring that Lender Users, Subcontractor Users, and Design Professional Users receive only the permissions appropriate to their role and project involvement; and (ii) maintaining the security of any API keys, OAuth tokens, or other credentials used to connect Third-Party Resource integrations to the System.

32. Prohibited Conduct

Client’s use of the Services is subject to all applicable local, state, national, and international laws and regulations, and Client agrees not to violate such laws and regulations. Client may not use the Services in any manner that could damage, disable, overburden, or impair CO-Ver’s servers or interfere with any other party’s use and enjoyment of the Services. Without limiting any other restrictions in this Agreement, Client agrees not to, and not to permit any Authorized User or third party to: (a) use the Services for any illegal purpose or in violation of any applicable law or regulation; (b) submit, transmit, post, upload, or otherwise make available through the Services any content or Client Data that: (i) violates or infringes the intellectual property, privacy, publicity, or other rights of any third party; (ii) is libelous, defamatory, obscene, threatening, harassing, abusive, hateful, fraudulent, or otherwise objectionable; or (iii) contains viruses, worms, Trojan horses, ransomware, or any other malicious code; (c) impersonate any person or entity, including any employee or representative of CO-Ver; (d) forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Services; (e) test the vulnerability of, probe, scan, or circumvent any security mechanism of the Services; (f) use any robots, spiders, scrapers, data-mining tools, or other automated means to access, collect, or extract data from the Services; (g) frame, mirror, or otherwise replicate any portion of the Services; (h) transmit junk mail, spam, chain letters, or pyramid schemes through the Services; (i) use the Services to develop, train, or improve any artificial intelligence model that competes with the Services or CO-Ver Intellectual Property; (j) use the Services, any AI Outputs, or any data obtained through the Services to develop, train, operate, or improve any construction cost estimation, change order management, change order verification, project cost benchmarking, or contractor performance rating product or service that competes with the Services or any CO-Ver product; or (k) encourage, assist, or facilitate any third party to engage in any of the foregoing. CO-Ver may take any and all legal, equitable, technical, operational, or other means available to it to prevent or cease any violation of this Section and to otherwise enforce this Agreement.

33. Representations and Warranties of Client

Client represents and warrants that: (a) Client will not use the Services for any illegal purpose or in violation of any law or regulation; and (b) Client shall only use the Services for business purposes and shall not use the Services to transmit, receive, download, upload or solicit: (i) materials or Client Data which may violate any copyright, trade secret, trademark, service mark or any other intellectual property rights or rights of privacy or publicity of any person or entity; (ii) any Client Data or other materials containing any destructive or interfering programs, applications, or instructions; or (iii) any Client Data or other materials which may subject either party to civil or criminal liability. Client shall defend, indemnify and hold harmless CO-Ver and its Affiliates and each of their respective employees, officers, directors, managers, members, principals, agents, representatives, contractors, successors and assigns from and against any actual or threatened claims arising out of or relating to: (a) any breach of the representations and warranties set forth in this Section; (b) any Client Data or other content, information, or materials submitted, uploaded, or transmitted by Client or any of its Authorized Users, including any claim that such materials infringe or misappropriate any intellectual property right, violate any right of privacy or publicity, or are defamatory or otherwise unlawful; (c) any claim brought by any Authorized User of Client, or by any owner, contractor, subcontractor, design professional, lender, or other participant in a project of Client, arising out of or relating to Client's use of the Services or any decision, determination, or dispute concerning a change order, contract sum, or other project matter; and (d) Client's violation of any applicable law or regulation. CO-Ver shall provide Client with prompt written notice of any claim for which indemnity is sought, provided that any failure or delay in giving such notice shall relieve Client of its obligations only to the extent Client is materially prejudiced thereby. CO-Ver shall have the right to control the defense and settlement of any such claim with counsel of its choosing at Client's expense or, at CO-Ver's election, Client shall assume the defense with counsel reasonably acceptable to CO-Ver, in which case Client shall not settle any claim in a manner that imposes any obligation, payment, or admission on CO-Ver without CO-Ver's prior written consent, and CO-Ver may participate in the defense with counsel of its own choosing at its own expense. Client's obligations under this Section are not subject to any limitation of liability set forth in this Agreement.

34. Warranties

CO-Ver grants solely to Client, and to no other User, starting on the effective date of the Agreement and lasting for the Term the following limited warranties (the “Limited CO-Ver Warranties”): (a) the System and the Modules selected and paid for by Client will substantially perform the material functions described in the user documentation CO-Ver provides for the System (whether in on-line, electronic or printed form); and (b) all Services performed under this Agreement, including all Support Services and Consulting Services, shall be performed in a professional workmanlike manner. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS IS AN AGREEMENT FOR SERVICES AND NOT FOR THE SALE OF GOODS. EXCEPT FOR THE LIMITED CO-VER WARRANTIES EXPRESSLY SET FORTH ABOVE IN THIS SECTION, CO-VER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE AND ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” CO-VER DISCLAIMS ANY AND ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES AS TO NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY AND FITNESS FOR ANY PARTICULAR PURPOSE, AS WELL AS ANY AND ALL WARRANTIES ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. CLIENT ACKNOWLEDGES THAT THE SYSTEM AND MODULES MAY NOT BE ERROR FREE. CLIENT ACKNOWLEDGES AND AGREES THAT THE SYSTEM AND SERVICES ARE NOT INTENDED TO PROVIDE, REPLACE, OR SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING ADVICE PROVIDED BY ARCHITECTS, ENGINEERS, CONTRACTORS, ACCOUNTANTS, AUDITORS, ATTORNEYS, AND OTHER LICENSED PROFESSIONALS, WHICH CLIENT SHOULD ALWAYS OBTAIN AND FOLLOW WITHOUT RELIANCE ON THE SYSTEM OR SERVICES. CO-VER DISCLAIMS ANY WARRANTIES RELATING TO ANY OPINIONS, ADVICE, ESTIMATES, CALCULATIONS, OR ANALYSES (INCLUDING ANY AI OUTPUTS) THAT MAY BE PROVIDED OR PRESENTED TO CLIENT IN CONNECTION WITH CLIENT’S USE OF THE SYSTEM AND SERVICES, AND THEY DO NOT CONSTITUTE PROFESSIONAL OR COMPETENT ADVICE AND DO NOT CONSTITUTE A FORMAL OR INFORMAL ENGAGEMENT OR HIRING FOR ANY PROFESSIONAL SERVICES OR ADVICE. CLIENT ACKNOWLEDGES AND AGREES THAT IT IS CLIENT’S RESPONSIBILITY TO INDEPENDENTLY SEEK PROFESSIONAL AND COMPETENT ADVICE INDEPENDENT AND APART FROM THE SYSTEM AND SERVICES AND TO VERIFY ANY INFORMATION AND DATA GENERATED OR PROVIDED IN CONNECTION WITH THE SYSTEM OR SERVICES WITH THOSE PROFESSIONALS. CLIENT ASSUMES ALL RISK AND LIABILITY FOR ANY ACTIONS TAKEN, DECISIONS MADE, OR OTHER RELIANCE PLACED ON ANY INFORMATION OR OUTPUT PROVIDED BY OR THROUGH THE SERVICES. For the avoidance of doubt, the Services, including all change order verification outputs, pricing analyses, benchmark comparisons, CO-Verified™ designations, and AI Outputs, are provided for informational and procedural purposes only and are not intended to constitute, and shall not be construed as, professional advice from licensed architects, engineers, construction managers, quantity surveyors, cost estimators, project owners' representatives, accountants, auditors, or attorneys. Client assumes all risk for actions taken in reliance on any output or result generated by the Services.

35. SOLE REMEDY FOR BREACH OF THE LIMITED WARRANTY

If at any time during the term there is any breach of any of the Limited CO-Ver Warranties, Client’s sole and exclusive remedy shall be as follows: Client shall deliver written notice to CO-Ver of the breach, and CO-Ver shall use reasonable efforts to correct such breach within forty-five (45) days of its receipt of Client’s notice by CO-Ver; however, if such breach is not corrected within such forty-five (45) day period, Client may, upon delivering to CO-Ver written notice of termination within seven (7) days after the expiration of the forty-five (45) day cure period, terminate this Agreement and receive: (a) if such breach was for an uncorrected issue with the System, CO-Ver Software, or Modules, then a refund of the pro-rata portion of the Platform Fee actually paid by Client to CO-Ver for the use of the System, CO-Ver Software, and Modules subject to the breach for the unexpired portion of the then in-effect Term as of the effective date of termination, without regard to the date on which Client first provided CO-Ver with written notice of the breach; or (b) if such breach was for an uncorrected issue with any Services other than with the System, CO-Ver Software, or Modules, then a refund of the fees actually paid by Client to CO-Ver under this Agreement or an applicable Statement of Work for the uncorrected Services subject to the breach. THE FOREGOING REMEDY SET FORTH IN THE PRECEDING SENTENCE SHALL CONSTITUTE CO-VER’S COMPLETE AND ENTIRE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED CO-VER WARRANTIES, AND SUCH REMEDY SHALL APPLY EXCLUSIVELY EVEN IF IT FAILS OF ITS ESSENTIAL PURPOSE.

36. LIMITATION OF REMEDIES AND LIABILITY

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER CO-VER NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, DELIVERY OR PERFORMANCE OF THE SYSTEM OR ITS MODULES, CO-VER SOFTWARE, DOCUMENTATION OR ANY OF THE SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE LIABLE TO CLIENT OR ANY OF CLIENT’S EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS FOR ANY LOST PROFITS, LOST SAVINGS, DATA LOSS, INJURY TO GOODWILL OR REPUTATION, LOSS OF ANTICIPATED BENEFITS, DISRUPTION OR INTERRUPTION TO ITS BUSINESS, LOST CUSTOMERS, OR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT OR ANY OF THE LIMITED CO-VER WARRANTIES, THE SYSTEM OR ANY OF ITS MODULES OR DOCUMENTATION, CO-VER SOFTWARE, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING SETUP, TRAINING, CONSULTING SERVICES AND SUPPORT LINE SERVICES, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, CLIENT AND EACH OTHER USER AGREES THAT CO-VER’S TOTAL, AGGREGATE AND COMPLETE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT OR ANY OF THE LIMITED CO-VER WARRANTIES, THE SYSTEM OR ANY OF ITS MODULES OR DOCUMENTATION, CO-VER SOFTWARE, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK, INCLUDING SETUP, TRAINING, CONSULTING SERVICES AND SUPPORT LINE SERVICES, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE IN NO EVENT SHALL EXCEED THE GREATER OF: (A) THE AMOUNT OF THE FEES ACTUALLY PAID BY CLIENT TO CO-VER UNDER THIS AGREEMENT OR AN APPLICABLE STATEMENT OF WORK GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT CLIENT FIRST PROVIDES CO-VER WITH WRITTEN NOTICE OF THE EVENT GIVING RISE TO THE LIABILITY, OR (B) FIVE HUNDRED AND 00/100 DOLLARS ($500.00); PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY USER THAT IS NOT A CLIENT, CO-VER'S TOTAL, AGGREGATE AND COMPLETE LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES, IF ANY, ACTUALLY PAID BY SUCH USER TO CO-VER. ALL OF THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND EVEN IF CO-VER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. ANY ACTION OR CLAIM BY CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR SUCH ACTION OR CLAIM SHALL BE PERMANENTLY BARRED. THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CO-VER AND CLIENT, AND CO-VER WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO CLIENT WITHOUT SUCH LIMITATIONS.

37. Disablement

Notwithstanding any provision of this Agreement to the contrary, CO-Ver shall have, among its other rights and remedies, the right to immediately temporarily or permanently disable, suspend or terminate Client’s access to and/or use of the Services and the System and its Modules, in whole or in part, with or without notice in the event that: (a) Client’s access or use of any Services, CO-Ver Software, or System interrupts or interferes with the operation of any Services or the System in any manner or creates an actual or threatened security risk or exposes CO-Ver, Client or any third party to civil or criminal liability; (b) Client defaults on any obligation under this Agreement, including the obligation to pay fees or any amounts due hereunder, if such default remains uncured for five (5) days after notice, which notice may be provided in writing or displayed or delivered electronically via the System or the CO-Ver Software; or (c) Client’s authorized payment method, ACH, and/or credit card is declined or Client’s consent and authorization for future automatic payments is withdrawn.

38. Indemnity

CO-Ver shall indemnify, defend, and hold Client harmless from and against any and all losses, damages, awards, judgments, liabilities, costs, and expenses (including reasonable legal fees) arising from any third-party claim that the System infringes any United States patent, copyright, trade secret or other third-party intellectual property right. These obligations shall be contingent upon Client: (a) giving prompt written notice to CO-Ver of any claim, demand, or action for which indemnity is sought; and (b) fully cooperating in the defense or settlement of any such claim, demand, or action. CO-Ver shall have no liability for any claims of infringement that are based on use of the System in any manner not authorized by this Agreement. CO-Ver shall have the right to satisfy its obligations under this Section by, at CO-Ver’s option in its sole discretion: (a) procuring for Client, at CO-Ver’s expense, the right to continue to use the System; (b) replacing or modifying the System, at CO-Ver’s expense, so that the System is no longer subject to the claim of infringement; or (c) terminating this Agreement and refunding to Client the pro-rata portion of the Platform Fee paid under this Agreement for the unexpired portion of the then in-effect Term as of the date of such termination by CO-Ver. THE FOREGOING OBLIGATIONS OF INDEMNITY SET FORTH IN THIS SECTION CONSTITUTE CO-VER’S COMPLETE AND ENTIRE LIABILITY, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY ACTUAL OR THREATENED CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

39. Copyright Infringement; DMCA

CO-Ver respects the intellectual property of others and asks that Client and Authorized Users do the same. If Client believes in good faith that any material made available through the Services infringes Client’s copyright, Client (or Client’s authorized agent) may provide CO-Ver’s designated copyright agent with a written notice that complies with 17 U.S.C. § 512(c)(3), including: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work claimed to have been infringed; (c) a description of the allegedly infringing material and information sufficient to permit CO-Ver to locate it; (d) Client’s contact information (name, address, telephone number, and email); (e) a statement that Client has a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that Client is the copyright owner or authorized to act on the owner’s behalf. Notices should be sent to CO-Ver’s designated copyright agent at the address posted on CO-Ver’s website. CO-Ver reserves the right to remove or disable access to any material claimed to be infringing and to terminate the accounts of repeat infringers in appropriate circumstances.

40. Equitable Relief

Each party acknowledges that any unauthorized use or disclosure of the other party’s intellectual property or Confidential Information, or any breach of the access, confidentiality, IP, AI, or prohibited-conduct provisions of this Agreement, would cause immediate and irreparable harm to the non-breaching party for which monetary damages would be inadequate. Accordingly, the non-breaching party shall be entitled to seek and obtain immediate injunctive and other equitable relief enjoining such breach, in addition to any other remedies available at law or in equity, without the requirement of posting a bond or showing actual damages or irreparable harm. The prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees, costs, and other expenses incurred in connection with the enforcement of this Agreement.

41. Entire Agreement and Amendments

This Agreement (consisting of the Order Document, these Terms and Conditions and any Statements of Work executed by the parties) embodies the entire understanding of the parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. The parties expressly declare and understand that no promises, inducements, consideration, or agreements not herein expressed have been made to them.

42. Governing Law, Arbitration and Attorneys’ Fees

This Agreement shall be construed and the legal relations between the parties determined in accordance with the laws of the State of Florida. The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement or to orders placed under it. Any dispute, controversy or claim arising out of or relating to the System, the Modules, any Services, the Consulting Services, or this Agreement, or its negotiation, performance, execution or breach, shall be settled exclusively by arbitration by Judicial Arbitration and Mediation Services (JAMS) in Jacksonville, Florida. There shall be a single arbitrator selected by the parties in accordance with the Commercial Rules of JAMS; however, the arbitrator shall be a member of the State of Florida bar and shall have no less than ten (10) years’ experience in computer law and commercial matters. The decision of the arbitrator shall be final and binding and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. All proceedings, the decision and submissions made in connection with the arbitration shall be confidential. For any User that is not a Client and that is a natural person, CO-Ver shall pay all JAMS filing, administrative, and arbitrator fees, and such User may elect to have the arbitration conducted by telephone, videoconference, or written submissions in lieu of an in-person hearing. In any dispute arising out of or relating to this Agreement, the prevailing party shall receive an award of its reasonable attorneys’ fees and costs in any proceeding, including on appeal and enforcement.

43. Pre-Arbitration Notice Requirement

Before either party may initiate arbitration, the party seeking to arbitrate must first send to the other party a written notice of dispute (“Notice of Dispute”) describing in reasonable detail the nature and basis of the claim and the requested relief. A Notice of Dispute to CO-Ver must be sent to the address set forth in the Order Document. Following receipt of a Notice of Dispute, the parties shall attempt in good faith to resolve the dispute informally for a period of thirty (30) days (the “Informal Resolution Period”). If the parties do not resolve the dispute within the Informal Resolution Period, either party may then initiate arbitration. Compliance with this pre-arbitration notice requirement is a condition precedent to initiating arbitration; failure to comply may be raised as a defense.

44. Claims Not Subject to Arbitration

Notwithstanding the foregoing arbitration obligation, the following claims shall not be subject to arbitration and may be brought in any court of competent jurisdiction: (a) claims for infringement or misappropriation of any patent, copyright, trademark, trade secret, or other intellectual property right; (b) claims arising under or related to the confidentiality and non-disclosure obligations of this Agreement; (c) claims arising under or related to the AI Functionality or prohibited-conduct provisions of this Agreement; (d) claims for emergency, temporary, or preliminary injunctive or other equitable relief; and (e) claims brought in a small claims court, so long as the claim remains in that court and is brought on an individual, non-class basis. The parties’ right to seek equitable relief in court as set forth in this Agreement and in the Section entitled “Equitable Relief” is not limited or waived by the arbitration agreement set forth herein.

45. CLASS ACTION AND JURY TRIAL WAIVER

EACH PARTY AND EACH USER ACKNOWLEDGES AND AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND THAT EACH PARTY AND EACH USER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING. UNLESS BOTH CO-VER AND CLIENT AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. EACH PARTY AND EACH USER ALSO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

46. Interpretation

The use in this Agreement of the word “including” will mean “including but not limited to.” The words “hereby,” “herein,” “hereinafter,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to this Agreement as a whole, as the same may be altered, amended, modified, repealed, restated and/or supplemented in accordance with the provisions contained in this Agreement, and not to any particular article, clause, paragraph, section, subparagraph or subsection contained in this Agreement. All references to articles, clauses, paragraphs, sections, subparagraphs, and subsections will mean the articles, clauses, paragraphs, sections, subparagraphs, and subsections contained in this Agreement, except as otherwise expressly provided in this Agreement. The title of and the article, section and paragraph headings contained in this Agreement are for convenience of reference only and will not affect or govern the interpretation of any of the provisions contained in this Agreement. The use in this Agreement of the singular form of a definition or term also will denote the plural forms of such definition or term, and vice-versa, as in each case the context may require. Where specific language is used to clarify by example a general statement contained in this Agreement, such specific language will not be deemed to limit, modify or restrict in any manner the construction of the general statement to which it relates. This Agreement has been prepared in the English language only, which governs this Agreement and controls the construction and interpretation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation and construction of this Agreement and this Agreement shall be construed as having been jointly drafted by the parties.

47. Non-Solicitation

Client acknowledges and agrees that CO-Ver’s employees, contractors, and subcontractors (“CO-Ver Representatives”) are critical to the servicing of CO-Ver’s customers and maintaining, supporting, and providing the Services and that, at CO-Ver’s expense, they were provided specialized training. Client agrees that during the Term and continuing for a period of twelve (12) months following the termination, cancellation or expiration of this Agreement for any reason whatsoever, Client shall not directly or indirectly employ, hire, solicit or otherwise engage any CO-Ver Representative with whom Client or any of its Authorized Users had contact in connection with the Services during the Term, whether as an employee, contractor, consultant or to perform any work or services or create or provide any deliverables for Client, either directly or through a third party or entity, whether or not relating to the Services, or otherwise encourage or solicit any CO-Ver Representatives to leave or separate their employment or relationship with CO-Ver or to work for any other person or entity. A breach of this Section shall constitute a material breach of this Agreement. Client agrees to pay CO-Ver, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of such CO-Ver Representative’s annual base salary as of the date of the breach. The parties acknowledge and agree that CO-Ver’s actual damages from a breach of this Section would be difficult or impossible to ascertain, that such amount is a reasonable estimate of the recruiting, training, and replacement costs CO-Ver would incur, and that such amount bears a reasonable relationship to the specialized training CO-Ver provided at its expense. However, such payment does not restrict the other party’s rights or remedies as they relate to the CO-Ver Representative.

48. Severability

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed from this Agreement and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of this Agreement or the application of the provision to the other parties or other circumstances.

49. Waiver

The failure or delay of any party in exercising any of its rights hereunder, including any rights with respect to a breach or default by the other party, shall in no way operate as a waiver of such rights or prevent the assertion of such rights with respect to any later breach or default by the other party. No party shall be deemed to have waived any rights under this Agreement by any action or inaction unless an express waiver is set forth in writing. The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach.

50. Assignment and Binding Effect

This Agreement shall be binding upon the parties and each of their respective successors and assigns. This Agreement is personal to Client and may not be assigned, sub-licensed or transferred by Client, in whole or in part, whether by agreement, merger, sale, change of ownership, equity or control, by operation of law or otherwise and any attempted assignment, sublicense, or transfer shall be void and of no force or effect. However, Client may assign this Agreement provided: (a) Client is not in breach or default of this Agreement and has timely paid all fees and other amounts hereunder; (b) such assignment is made in connection with the sale of all or substantially all of Client’s assets, business and goodwill as a going concern; (c) the assignee expressly agrees in writing to assume this Agreement in its entirety and all of Client’s obligations hereunder; and (d) the proposed assignee is not a competitor of CO-Ver and does not design, develop, service, maintain, install, sell, license, or otherwise provide services for any product that competes with the System. There are no third-party beneficiaries to this Agreement, whether express or intended.

51. Notice

Any notices, requests or demands required under this Agreement shall be provided to the other party in writing at the addresses set forth in the Order Document either by personal delivery or via overnight delivery using a reputable courier with proof of delivery, and such notice shall be deemed delivered upon actual receipt by the party (each a “Legal Notice”). Legal Notice is required under this Agreement to place a party in default, for non-payment, for a warranty breach or nonconformance, for indemnification, or to terminate this Agreement. For notices other than Legal Notice, such as notices provided in connection with the System, System Downtime, reporting, correcting, and communicating about issues, bugs, nonconformances, and errors with the System, support or maintenance, the release of System Updates and to provide information to Client about the System, its availability and support and maintenance, either party may deliver such notices using electronic means, such as in connection with Support Services, via email or using functions or features of the System for such communications or reporting issues. Except as expressly permitted with respect to Users that are not Clients in the Section entitled “Acceptance by All Users; User Terms,” the parties acknowledge and agree that any notices sent to any address or using any method or manner other than as expressly required for Legal Notice, such as if sent by e-mail or using any other electronic transmission methods, or as described in this Section shall be deemed an informal communication between the parties and shall not constitute Legal Notice if and when required to be provided under this Agreement. Client consents to receive electronic communications from CO-Ver, including notices regarding the Services, billing, account information, this Agreement, and CO-Ver’s privacy policy (the “Privacy Policy”), by email, in-product notification, or by posting on the Services. Client agrees that all electronic communications satisfy any legal requirement that such communications be in writing and be delivered to Client. If Client has provided a phone number, Client also consents to receive telephone calls and text messages from CO-Ver (which may be made using an automatic telephone dialing system) for service-related and informational purposes. Client may opt out of marketing communications at any time as described in the Privacy Policy.

52. Force Majeure

Neither party shall be liable in damages, in breach or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by any act of God, flood, fire, storm, strike, lockout, war, riot, insurrection, pandemic or epidemic, governmental order, cyberattack, telecommunications or Internet outage, or any other cause beyond the reasonable control of the party whose performance is affected (a “Force Majeure”) to the extent the same directly prevents or delays the performance of such party’s obligations hereunder; provided that, no such condition shall excuse or justify any delay in a party’s performance of its payment obligations hereunder, including Client’s obligation to pay the fees if the Services or System are available but inaccessible by Client as a result of a Force Majeure.

53. Relationship of the Parties

The relationship of the parties is that of independent contractors. Nothing herein will be construed as creating any agency relationship, employment relationship, joint venture, or partnership between the parties. Neither party is authorized to make any agreements, covenants, representations, or warranties on behalf of the other.

54. Publicity

CO-Ver may issue and identify Client in news releases, announcements, advertisements, and other forms of publicity concerning the parties’ entering into this Agreement and their relationship. Client shall not issue any news release, announcement, advertisement, or other form of publicity identifying CO-Ver or referencing this Agreement without CO-Ver’s prior written consent, except as required by applicable law.

55. Export

Export laws and regulations of the United States and any other relevant or applicable local export laws and regulations apply to this Agreement and all Services. Such export laws govern use of the Services (including technical data) and any Services deliverables provided under this Agreement, and Client and CO-Ver each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Client agrees that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology. Client acknowledges that the Services are designed with capabilities for Client and Authorized Users to access the Services without regard to geographic location and to transfer or otherwise move Client Data between the Services and other locations such as Authorized User workstations. Client is solely responsible for the authorization and management of Authorized Users and user accounts across geographic locations, as well as export control and geographic transfer of Client Data.

56. Survival

The obligation set forth in Section 15, Section 16, Section 17, Section 18, Section 21, Section 26, Section 30, Section 33, Section 36, Section 38, Section 40, Section 42, and Section 47 , and the Sections entitled “User-Provided Content; Submissions,” “Construction Industry Analytics,” “AI Output Disclaimer,” “Warranties,” “Sole Remedy for Breach of the Limited Warranty,” “Payment Terms” and “Fees for Services” (as to amounts accrued prior to termination), “Acceptance by All Users; User Terms,” “Limitation of Remedies and Liability,” “Indemnity,” “Equitable Relief,” “Pre-Arbitration Notice Requirement,” “Claims Not Subject to Arbitration,” and “CLASS ACTION AND JURY TRIAL WAIVER,” shall survive the termination, cancellation or expiration of this Agreement for any reason whatsoever, along with any other provisions which, by their nature, are intended to survive.