We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Notwithstanding the foregoing, changes to the terms of this Agreement that apply to the Services will not apply to any Order Form during its then-current subscription term, and will instead take effect upon renewal of that Order Form. Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all Services users.

Subject to Customer’s compliance with this Agreement and the applicable Order Form (including payment of Fees), Company grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the applicable subscription term, solely for Customer’s internal business purposes and in accordance with the Company’s user documentation for the Services, as may be updated from time to time by Company (“Documentation”).

Except as expressly permitted in this Agreement, Customer will not, and will not permit any Authorized User or third party to, directly or indirectly: (a) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, or use the Services in any service bureau or for the benefit of any third party; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure or algorithms of the Services, except to the extent this restriction is prohibited by applicable law; (c) modify, translate, or create derivative works of the Services; (d) use the Services to develop or train a product or service that competes with the Services; (e) circumvent or disable any security or access-control feature of the Services; (f) introduce any virus into the Services; (g) use any robot, spider, scraper, or similar tool to access or extract data from the Services except as expressly permitted; (h) remove or alter any proprietary notices in the Services; or (i) use the Services in violation of applicable law or the rights of any third party. The rules of conduct set forth above also apply to Customer’s use of the Services.

Your submission of information through the Services is governed by Company’s Privacy Policy, located at https://estatewerx.ai/privacy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, consistent in all material respects with the safeguards described in Company’s Trust Center currently located at https://security.estatewerx.ai/, which Company may update from time to time.

The Site is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

While using the Services, you must not:

• Post, transmit or otherwise make available through or in connection with the Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

• Post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

• Use the Services for any purpose that is fraudulent or otherwise tortious or unlawful.

• Harvest or collect information about users of the Services.

• Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available, including by hacking or defacing any portion of the Services; or violate any requirement, procedure or policy of such servers or networks.

• Restrict or inhibit any other person from using the Services.

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Services except as expressly authorized herein, without Company’s express prior written consent.

• Reverse engineer, decompile or disassemble any portion of the Services, except where such restriction is expressly prohibited by applicable law.

• Remove any copyright, trademark or other proprietary rights notice from the Services.

• Frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service, without Company’s express prior written consent.

• Systematically download and store Services content.

• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Services’ root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Services.

You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account. Company may issue or require credentials for Authorized Users. Customer is responsible for all use of the Services by its Authorized Users and for their compliance with this Agreement as if they were Customer.

We may (but have no obligation to) monitor, evaluate, or analyze your access to or use of the Services. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use, as permitted by applicable law and subject to the Privacy Policy and Company’s confidentiality obligations under this Agreement.

We and our suppliers own the Services, which are protected by proprietary rights and laws. Our trade names, trademarks and service marks include ESTATEWERX and any associated logos. All trade names, trademarks, service marks and logos in the Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained in the Services should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

Certain Services functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) at any time. In addition, the availability of any Third Party Materials does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

Customer may permit its employees, agents, or contractors to access and use the Services (“Authorized Users”), subject to the limits set forth in the applicable Order Form. Customer is responsible for the acts and omissions of its Authorized Users and for all activity occurring under Customer’s and its Authorized Users’ accounts.

Customer will pay all fees set forth in each Order Form (“Fees”) in accordance with the payment terms specified therein. Unless otherwise stated in the Order Form, Fees are invoiced in advance and payment is due within thirty (30) days of the invoice date. Except as expressly provided in this Agreement, all payment obligations are non-cancelable and all Fees are non-refundable and not subject to set-off. Customer is responsible for all sales, use, value-added, withholding, and similar taxes and governmental assessments associated with the Services, excluding taxes based on Company’s net income.

The term for each Order Form is set forth therein (and, if not specified, is one (1) year). Unless the Order Form states otherwise, the term will automatically renew for successive periods of equal length unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings not dismissed within sixty (60) days. Company may terminate this Agreement or any Order Form at any time upon thirty (30) days’ prior written notice.

Upon expiration or termination of an Order Form, Customer’s right to access and use the applicable Services ceases and Company may deactivate the applicable accounts.

As between the parties, Customer owns and retains all right, title, and interest in and to the data, information, and materials that Customer or its Authorized Users provide, upload, or submit to the Services (“Customer Data”), including all intellectual property rights therein. Customer grants Company a non-exclusive, worldwide, royalty-free right to use Customer Data to provide the Services and otherwise perform its obligations under this Agreement. The Services may include features that use artificial intelligence, machine learning, or similar technologies (“AI Features”), including to generate images, materials, files, and other content based on prompts, images, materials, files, and other content (“Inputs”) made available by Customer to AI Features (“Outputs”). Inputs and Outputs constitute Customer Data. Company may collect and use technical and usage data derived from operation of the Services (“Usage Data”) to provide, enhance, and improve the Services. Notwithstanding anything to the contrary in this Agreement, Company will not use Customer Data, or permit any third-party artificial intelligence service provider to use, Customer Data to train, fine-tune, validate, or otherwise improve any artificial intelligence model. For clarity, this restriction does not prohibit Company or its service providers from using Customer Data to provide the Services or AI Features or generate Outputs. As between the parties, Company owns and retains all right, title, and interest in and to the Services, the Documentation, and all related software, technology, and intellectual property rights, including all improvements, modifications, and derivative works thereof. If Customer provides suggestions, comments, or other feedback regarding the Services (“Feedback”), Company may freely use and exploit such Feedback without restriction or obligation to Customer.

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure. The Receiving Party will (a) use at least reasonable care to protect the Disclosing Party’s Confidential Information, (b) not use it except to exercise its rights or perform its obligations under this Agreement, and (c) not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known to the Receiving Party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice (where legally permitted) and cooperates in seeking protective treatment.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

The Services and Outputs are provided for informational purposes only and do not constitute legal, tax, financial, accounting, estate-planning, or other professional advice. Customer is responsible for obtaining advice from a qualified, licensed professional before relying on any Output for any such purpose. Output may be inaccurate, incomplete, or not unique to Customer, and the same Input may yield different Output. Customer is solely responsible for evaluating, relying on, and using Output.

While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; AND (C) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF $100 AND THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

The indemnified party will (a) promptly notify the indemnifying party of the Claim, (b) give the indemnifying party sole control of the defense and settlement of any Claim, and (c) provide reasonable cooperation at the indemnifying party’s expense.

This Agreement is governed by and shall be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. YOU AGREE TO EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN LOS ANGELES, CALIFORNIA, U.S.A., AND WAIVE ANY JURISDICTIONAL, VENUE OR INCONVENIENT FORUM OBJECTIONS TO SUCH COURTS.

If you have a question or complaint regarding the Services, please send an e-mail to support@estatewerx.ai. You may also contact us by writing to 17595 Harvard Ave, Suite C 800, Irvine CA, 92614. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions and Order Forms incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the Services ordered thereunder and solely to the extent of the conflict. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.