Acuerdo de Usuario

This User Agreement is entered into by and between Firemaps, Inc., a Delaware corporation, with a place of business at 333 Kearny St, 6th Floor, San Francisco, CA 94108 ("X.Build") and the entity using the X.Build AI-powered construction management platform (the "User") as of the effective date set forth below X.Build's signature below (the "Effective Date").

The terms and conditions of this User Agreement, together with any documents, exhibits and Additional Terms (as defined below), all of which are incorporated herein by reference, form this "Agreement", and govern User's access to and use of the website, features, services, content, and applications offered by X.Build for its AI-powered construction management platform (collectively, the "Services"). In addition, certain Services may be subject to additional terms and conditions ("Additional Terms") specified by X.Build from time to time, and User's use of such Services shall be subject to those Additional Terms.

1. Definitions

• "Applicable Law" means any applicable federal, state and local law, regulation, rule or ordinance.
• "Customer" means an end user customer of the User Services.
• "Customer Agreement" means any agreement between User and a Customer in connection with the provision of User Services by User to the Customer.
• "Representative" means any personnel, employee, officer, director, member, manager, partner, consultant, temporary resource, sales representative, agent, representative, supplier, contractor and subcontractor.
• "Subscription Plan" means the specific tier, package, or level of access to the Services selected by User (e.g., Monthly, Annual, Enterprise) as detailed in the applicable order form or platform interface.
• "Term" means the term of this Agreement as set forth in Section 4.1.
• "User Services" means the services offered and/or provided by User.
• "Token" means the digital unit of measurement used to track and meter the consumption of specific features within the Services.

2. Services

2.1 General

In consideration of the Subscription Fees and applicable Commissions, X.Build will make the Services available to User through the X.Build construction management platform.

2.2 Systems Integration

In order to use the Services, X.Build will integrate its platform with User's applicable claims and project management systems (the "User Systems"), in order to allow X.Build direct access to the insurance claim and payment information (the "Integration").

2.3 User Systems and Information

User shall provide X.Build with all necessary access, authorizations, licenses and rights to access the User Systems to complete the Integration, and to access the applicable Customer and insurance claim-related information. User shall ensure that all information provided to X.Build regarding any Customer is true and complete. User acknowledges and agrees that the accuracy of the Services relies on the accuracy and completeness of the Customer-Related Information.

3. Fees; Payment Terms; Taxes

3.1 Pricing

User will have sole discretion in determining the fees it charges for the User Services under each Customer Agreement (the "Customer Fees").

3.2 Subscription Fees

Access to the Services is provided on a subscription basis. User shall pay the fees associated with the Subscription Plan selected by User ("Subscription Fees"). Subscription Fees are based on the specific tier of service selected by User at the time of purchase or upgrade.

Billing Cycle: Subscription Fees are billed in advance on a recurring basis (monthly or annually, depending on the Subscription Plan selected). The Billing Cycle begins on the Effective Date.

Price Changes: X.Build reserves the right to change Subscription Fees or Token allocations upon thirty (30) days' notice to User. Such changes will take effect at the start of the next Billing Cycle following the notice period.

3.3 Token Mechanics

• Monthly Allowance: Each Subscription Plan includes a specific allocation of Tokens per month ("Monthly Allowance").
• Consumption: Tokens are deducted from the User's balance as Services are utilized. X.Build reserves the right to adjust Token costs for specific Services from time to time.
• Expiration: Unused Tokens from the Monthly Allowance do not roll over to the next billing period. Monthly Subscription Tokens have a 30-day expiration from the grant day.
• Pay-As-You-Go (Overage): If User exhausts their Monthly Allowance, access to the Services will continue uninterrupted. Any usage in excess of the Monthly Allowance ("Overage") will be charged automatically and immediately to the User's payment method. User acknowledges that Overage is billed in real-time and that X.Build does not enforce a monetary cap or spending limit on such Overage.

3.4 Payment Process

Prior to initial use of the Services, User shall provide X.Build with either:

• Bank account details and ongoing authorization to charge all Subscription Fees, Commissions, and Overage charges by ACH when due; or
• Credit card information, billing authorization, and ongoing authorization to charge all Subscription Fees, Commissions, and Overage charges when due.

User acknowledges that the Subscription Fee is a recurring charge and expressly authorizes X.Build to charge the Payment Method at the start of each Billing Cycle. User further explicitly authorizes X.Build to charge the Payment Method immediately and in real-time for any Overage incurred.

3.5 Commission Rate for Supplementation and Negotiation Product

For Customer projects submitted to X.Build's supplementation and negotiation product, User shall pay to X.Build a commission of five and one half percent (5.5%) of the total Customer Fees under each Customer Agreement (the "Commission"). In addition, if the insurance loss summary is provided at the time of the project upload, there will be a Commission of ten percent (10%) of any increase in replacement cash value ("RCV") over the initial loss summary or four hundred dollars ($400) flat fee, whichever is greater.

Loss Summary Requirements: The commission will be charged any time a new or updated insurance loss summary is received by either X.Build, the User, or any related party. If the User is in possession of an insurance loss summary from the insurance company, they shall send it to claims@x.build within 48 hours of receipt. Failure to do so authorizes X.Build to collect 5.5% of the total claim value.

Non-Submission Penalty: If no insurance loss summary is presented to X.Build and User begins construction without sending the updated loss summary within 48 hours of receipt, X.Build shall bill a flat fee of two thousand dollars ($2,000).

3.6 Expenses; No Set-off; No Refund

X.Build shall not be responsible for any of the expenses User incurs in connection with its performance. All amounts paid to X.Build under this Agreement, including all Subscription Fees, Overage charges, and Commissions, are nonrefundable.

3.7 Taxes

User is solely responsible for the collection, reporting and payment of any taxes, levies, contributions, duties, or similar governmental assessments of any nature ("Taxes") on transactions for purchases of User Services and any payments made to X.Build. All Commission payments and Subscription Fee payments from User will be grossed-up for all Taxes.

4. Term; Termination

4.1 Term

This Agreement will begin on the Effective Date and continue for the duration of the Subscription Plan selected by User (the "Initial Term"). The Agreement will automatically renew for successive periods equal to the expiring Subscription Plan term (e.g., monthly or annually) unless either party provides written notice of non-renewal prior to the end of the then-current Term.

4.2 Termination for Cause

Each party will have the right to terminate this Agreement immediately upon written notice if the other party (a) materially breaches any of its duties or obligations and such breach is not cured within thirty (30) days of receipt of notice; (b) ceases to do business; (c) fails to secure or renew any required license, permit, authorization, or approval; or (d) seeks protection under any bankruptcy or similar proceeding.

4.3 Termination for Convenience

Either party may terminate this Agreement at any time and for any reason upon thirty (30) days prior written notice. If User terminates for convenience, User will remain liable for all Subscription Fees for the remainder of the current Billing Cycle and any Overage incurred prior to termination.

4.4 Effect of Termination

Upon termination or expiration of this Agreement, the appointment and all licensed rights granted hereunder will immediately cease to exist. User's payment obligations under Section 3 (including any outstanding Subscription Fees for the current Billing Cycle, Commissions, and unbilled Overage charges) shall become immediately due and payable.

5. Confidentiality

"Confidential Information" means information which has value because it is not generally known and which the disclosing party uses reasonable means to protect. Confidential Information of X.Build includes (a) the Commissions and pricing structures, (b) all proprietary and non-public information regarding X.Build's products, services, and business, and (c) the terms of this Agreement.

Each party will hold in confidence any Confidential Information received from the other and will protect such information with the same degree of care that it exercises with respect to its own information of like import, but in no event less than reasonable care. Each party will promptly delete all Confidential Information of the other party after any expiration or termination of this Agreement, or upon receipt of written notice requesting deletion.

6. Representations and Warranties

User represents and warrants that: (i) it has full power and authority to enter into this Agreement; (ii) it is not a party to any agreement that would prohibit it from entering into this Agreement; (iii) the User Services will be performed with promptness and diligence in accordance with the highest industry standards; (iv) all information made available through the Integration is and will remain true and complete; (v) it and the User Services will at all times comply with all Applicable Laws.

6.1 Warranty Disclaimer

6.2 Limitation of Liability

7. Indemnification and Insurance

7.1 Indemnity Obligations

User, at User's sole expense, will defend, indemnify, and hold harmless X.Build and its officers, directors, managers, representatives, employees, and agents against any claim, liability, fine, sanction, loss, damage, cost or expense arising from or relating to:

• User's breach of any of the terms or conditions of this Agreement;
• Any liability of X.Build to any Customer and/or third party resulting from User's acts or omissions; and
• User's and its Representatives' provision of the User Services and performance under each Customer Agreement.

7.2 Insurance

User shall obtain and maintain in effect at all times during the Term (a) general commercial liability insurance in the amount of at least $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, (b) umbrella/excess liability insurance in the amount of at least $2,000,000.00 per occurrence, and (c) professional liability/errors and omissions insurance in the amount of at least $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. Upon request, User shall provide X.Build with a certificate of insurance for each applicable policy in a form reasonably satisfactory to X.Build.

8. Dispute Resolution

8.1 Process

The parties will use all reasonable efforts in good faith to resolve any dispute, claim or proceeding arising out of or relating to this Agreement.

8.1.2.1 Arbitration

8.1.2.2 Class Action Waiver

9. General Provisions

9.1 Amendment

X.Build reserves the right to amend this Agreement at any time, by providing notice of the changes to User through update(s) to the terms on the Platform.

9.2 Relationship

User and X.Build are independent contractors. This Agreement shall not be construed to create any partnership, joint venture, or employment relationship between the parties. Neither party shall have any right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of the other party.

9.3 Survival

Sections 3, 5, 6, 7, 8, and 9 shall survive any expiration or termination of this Agreement.

9.4 Notices

Any notice required to be delivered under this Agreement shall be in writing and shall be deemed delivered and effective when received at the addresses set forth below each party's signature, or such other address as such party may designate by written notice to the other party.

9.5 Assignment

User may not assign, sublicense, delegate, or otherwise transfer any of User's rights or obligations under this Agreement, in whole or in part, without the prior written consent of X.Build.

9.6 Governing Law

This Agreement will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

9.7 Entire Agreement

This Agreement, together with the Additional Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties. Any amendments or modifications to this Agreement must be in writing and signed by both parties.