Terms of Service

These Terms of Service (this "Agreement") constitute a legally binding agreement between VerityNHD, Inc., a California corporation ("Company," "Verity NHD," "we," "us," or "our"), and you, whether individually or on behalf of an entity ("User," "you," or "your"), governing your access to and use of the Platform (as defined below), including all websites, applications, software, services, reports, content, and related materials made available by Company.

BY ACCESSING OR USING THE PLATFORM, CLICKING "I AGREE," CREATING AN ACCOUNT, OR ORDERING A REPORT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE PLATFORM.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE "USER," "YOU," AND "YOUR" REFER TO SUCH ENTITY.

IMPORTANT ARBITRATION NOTICE: ARTICLE 25 OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. UNLESS YOU OPT OUT IN ACCORDANCE WITH SECTION 25.3, DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ ARTICLE 25 CAREFULLY.

"Account" means the registered user account created by a User to access and use the Platform.

"AI Compliance Summary" means the machine-generated natural-language summary of hazard disclosure data produced by the Company's proprietary artificial intelligence system (branded as "Verity AI™"), included as a convenience feature in certain Report tiers, and expressly subject to the disclaimers set forth in Article 12.

"Applicable Laws" means all federal, state, and local statutes, regulations, ordinances, rules, and orders applicable to the subject matter of this Agreement, including without limitation the California Natural Hazard Disclosure statutes (California Civil Code Sections 1103 et seq.), the California Consumer Privacy Act (as amended by the CPRA), the California Uniform Electronic Transactions Act (California Civil Code Sections 1633.1 et seq.), and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).

"Broker Override" means a feature of the Platform that permits a supervising broker to designate Company as the default provider of Natural Hazard Disclosure reports for transactions originated by agents within the broker's organization, which designation remains in effect until revoked by the broker in writing.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including without limitation business plans, financial data, pricing information, customer lists, technical data, trade secrets, and proprietary methodologies, but excluding information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is lawfully obtained from a third party without restriction on disclosure.

"Closing Agent" means the escrow company, title company, settlement agent, or attorney designated by the Ordering Party to administer the closing of the underlying real property transaction.

"Consumer" means a natural person who uses the Platform primarily for personal, family, or household purposes, including a property owner in an FSBO transaction who is not acting in a professional capacity.

"Effective Date" means the date on which you first affirmatively accept this Agreement by clicking "I agree" (or a similar affirmative mechanism), creating an Account, or submitting an Order, whichever occurs first.

"Escrow Transfer" means the reassignment of a previously ordered Report from one escrow company, title company, or settlement agent to another, as further described in Article 10.

"Fees" means the charges payable by or on behalf of an Ordering Party for Reports and related Services, as set forth in Article 7 and on the Platform.

"Fee Schedule" means the schedule of Fees published on the Platform. The Fee Schedule in effect at the time an Order is submitted governs that Order, notwithstanding any subsequent change.

"Feedback" means any suggestions, ideas, enhancement requests, corrections, or other feedback regarding the Platform or the Services provided by a User to Company.

"For Sale by Owner Transaction" or "FSBO" means a real property transaction in which the property owner sells the property without the representation of a licensed real estate broker or agent.

"Government Data" means data, maps, records, databases, geographic information system layers, and other information obtained by Company from federal, state, regional, county, or municipal governmental agencies, including without limitation FEMA, CAL FIRE, the California Geological Survey, the California Department of Toxic Substances Control, the State Water Resources Control Board, the National Oceanic and Atmospheric Administration, and county and city assessors' and recorders' offices.

"Intellectual Property" means all patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, proprietary rights, and other intellectual property rights of any kind.

"Natural Hazard Disclosure" or "NHD" means a report disclosing whether a California real property is located within one or more statutory hazard zones as required by California Civil Code Section 1103 et seq. and related statutes.

"Ordering Party" means the User who initiates and submits an Order through the Platform. The financial responsibility of the Ordering Party is set forth in Section 6.4.

"Order" means a complete request for a Report submitted by an Ordering Party through the Platform, including the property identification, transaction information, Report tier, and Closing Agent designation (if applicable).

"Pay-at-Close Account" means a billing arrangement approved by Company in its sole discretion under which payment of Fees for a Report is deferred until the close of the underlying real property transaction, as further described in Article 8.

"Platform" means the Company's proprietary software-as-a-service platform accessible at veritynhd.com and such other URLs as Company may designate from time to time, together with all associated websites, web applications, mobile applications, APIs, integrations, tools, and related technology.

"Professional User" means a User who is a licensed California real estate broker, real estate salesperson, escrow officer, title officer, loan officer, attorney, or other professional who accesses the Platform in the course of a real property transaction.

"Reactivated Transaction" means a previously cancelled or expired transaction for which a new Report order is placed, as further described in Article 9.

"Report" means a Natural Hazard Disclosure report, supplemental disclosure report, environmental report, tax report, or other disclosure or informational product generated through the Platform, including all tiers and configurations offered by Company.

"Services" means all services made available by Company through or in connection with the Platform, including without limitation Report generation, electronic signature facilitation, document delivery, billing administration, and related support services.

"Third-Party Data" means data, information, content, or materials obtained by Company from non-governmental third-party sources, including without limitation property data providers, mapping services, environmental databases, and analytics vendors.

"User Content" means any data, information, property addresses, text, images, or other content submitted, uploaded, or transmitted by a User through or to the Platform.

Capitalized terms used but not defined in this Article have the meanings ascribed to them elsewhere in this Agreement. Unless the context otherwise requires, words importing the singular include the plural and vice versa, references to "include" or "including" mean "including without limitation," and references to any statute include all amendments, successor legislation, and regulations promulgated thereunder.

2.1 Acceptance of Terms.

By accessing or using the Platform, creating an Account, submitting an order for a Report, or clicking any button or checkbox indicating acceptance, you affirmatively consent to be bound by this Agreement. This Agreement is effective as of the Effective Date and remains in effect until terminated in accordance with Article 23.

2.2 Modifications.

Company may modify this Agreement from time to time by posting the revised terms on the Platform with an updated effective date and, for material changes, providing notice by email to the address associated with your Account or by prominent notice on the Platform at least thirty (30) days before the change takes effect. Modifications apply prospectively only: (a) no modification applies to any Order submitted before the modification's effective date; (b) no modification to the Fee Schedule applies to Orders submitted before its effective date; and (c) no modification to Article 25 (Dispute Resolution) applies to any dispute of which either party had actual notice before the modification's effective date. Your continued use of the Platform after the effective date of a modification of which you received notice constitutes acceptance of the modified terms; if you do not agree, you may terminate this Agreement under Section 23.1 before the effective date, in which case the prior version continues to govern any then-pending Orders.

2.3 Electronic Acceptance.

You agree that your electronic acceptance of this Agreement satisfies any legal requirement that this Agreement be in writing and signed. You consent to transact business electronically in accordance with the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).

2.4 Consent to Electronic Records; Withdrawal.

To access and retain electronic records provided through the Platform, you will need a device with a current web browser, an active email account, and software capable of viewing PDF files. You may withdraw your consent to receive records electronically at any time by written notice to Company at legal@veritynhd.com; withdrawal will not affect the validity of records previously provided electronically but may prevent Company from continuing to provide the Services to you. Upon request, Company will provide a paper copy of any record required by law to be provided in writing; Company may charge a reasonable fee for paper copies to the extent permitted by Applicable Laws. You may update your email address of record at any time through your Account settings.

3.1 Age and Capacity.

The Platform is available only to natural persons who are at least eighteen (18) years of age and who possess the legal capacity to enter into binding contracts under Applicable Laws. By using the Platform, you represent and warrant that you satisfy these eligibility requirements.

3.2 Entity Users.

If you are accessing the Platform on behalf of a corporation, limited liability company, partnership, or other legal entity, you represent and warrant that: (a) you are duly authorized to accept this Agreement on behalf of such entity; (b) such entity is duly organized and validly existing under Applicable Laws; and (c) you have the authority to bind such entity to this Agreement.

3.3 Geographic Restriction.

The Platform is designed exclusively for use in connection with real property located in the State of California. You acknowledge that Reports generated through the Platform pertain solely to California real property and may not be used for properties located outside of California.

4.1 Registration.

To access certain features of the Platform, you must create an Account by providing accurate, current, and complete registration information. You agree to promptly update your Account information to maintain its accuracy.

4.2 Account Security.

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to: (a) create a strong, unique password; (b) not share your credentials with any third party; and (c) immediately notify Company of any unauthorized use of your Account or any other breach of security. As between the parties, you are responsible for activity occurring under your credentials prior to such notification, subject to Article 20.

4.3 Account Types.

Company may offer different Account types with varying features, permissions, and pricing. The specific features and limitations of each Account type are as described on the Platform and may be modified by Company from time to time. Professional Users may be required to provide additional information, including license numbers and brokerage affiliation.

4.4 One Account Per User.

Each User may maintain only one Account unless otherwise authorized by Company in writing. Company reserves the right to merge, suspend, or terminate duplicate Accounts without notice.

5.1 Description of Services.

Company provides an online platform for the generation and delivery of Natural Hazard Disclosure reports and related disclosure products for California real property transactions. Services may include, without limitation: (a) generation of NHD and supplemental disclosure Reports across multiple tiers and configurations; (b) electronic signature facilitation through integrated or third-party e-signature services; (c) document delivery to transaction parties via electronic means; (d) billing administration, including Pay-at-Close billing and escrow-directed payment processing; and (e) such other services as Company may offer from time to time.

5.2 Service Availability.

Company will use commercially reasonable efforts to make the Platform available on a continuous basis. However, Company does not guarantee uninterrupted, error-free, or secure access to the Platform. The Platform may be temporarily unavailable due to scheduled maintenance, system upgrades, government data source outages, third-party service disruptions, force majeure events, or other circumstances beyond Company's reasonable control. Company shall have no liability for any downtime, interruption, or degradation of the Platform.

5.3 Modification of Services.

Company reserves the right to modify, suspend, supplement, or discontinue any feature of the Platform or any Service at any time, with or without notice, in its sole discretion. Without limiting the foregoing, Company may add or remove Report tiers, change data sources, modify AI features, update the Fee Schedule (subject to Section 7.1), or alter the scope of available Services. Company shall not be liable to you or any third party for any modification, suspension, or discontinuation of any Service, provided that Company will complete, or refund the Fees for, any paid Order accepted before such change.

5.4 Third-Party Services.

The Platform may integrate with or contain links to third-party services, including electronic signature providers, property data vendors, payment processors, and mapping services. Your use of any third-party service is subject to that third party's own terms and conditions. Company makes no representations or warranties regarding any third-party service and shall not be liable for any acts or omissions of any third-party service provider.

5.5 Beta Features.

Company may make available features identified as "beta," "preview," "pilot," or "early access" ("Beta Features"). Beta Features are provided for evaluation purposes, may be modified or discontinued at any time, may contain defects, and are provided "AS IS" without warranty of any kind and excluded from any service commitments. Statutory disclosure content of a delivered Report is never designated a Beta Feature.

6.1 Order Submission.

To order a Report, you must submit a complete and accurate order through the Platform, including the property address, Assessor's Parcel Number (if applicable), transaction type, Report tier, and any additional information required by the Platform. You represent and warrant that: (a) the property address and parcel information you provide are accurate; (b) you have a legitimate transactional purpose for ordering the Report; and (c) you are authorized to order the Report in connection with the identified transaction.

6.2 Report Generation.

Upon receipt of a completed order and confirmation of payment or approved Pay-at-Close billing, Company will generate the requested Report using Government Data, Third-Party Data, and Company's proprietary systems. Delivery times are estimates only and are not guaranteed. Company shall have no liability for delays in Report generation caused by government data source outages, third-party data provider failures, or other circumstances beyond Company's reasonable control.

6.3 Accuracy of Input.

The accuracy of a Report depends in substantial part on the accuracy of the information provided by the User. Company disclaims all liability for errors, omissions, or inaccuracies in a Report that result from incorrect, incomplete, or misleading information supplied by the User. If an address correction or parcel correction is required after a Report has been generated, Company may charge an additional fee for re-issuance.

6.4 Ordering Party Responsibility.

This Section 6.4 states the single, controlling rule of payment responsibility under this Agreement, and each other reference in this Agreement to the Ordering Party's liability for Fees incorporates this Section. The Ordering Party is primarily and directly responsible for all Fees associated with each Order it submits, regardless of: (a) whether payment has been designated to be collected from the buyer, seller, or another transaction party; (b) whether the underlying transaction closes or fails to close; (c) whether payment has been directed to a Closing Agent; or (d) whether the Report is used, delivered, or relied upon by any party. Designation of a third-party payor or Closing Agent is an accommodation for collection convenience only and does not effect a novation, delegation, or release of the Ordering Party's obligations. The Ordering Party's payment obligation is subject only to its billing-dispute rights under Section 7.8 and any non-waivable rights under Applicable Laws.

7.1 Pricing.

Fees for Reports and Services are as set forth in the Fee Schedule in effect at the time an Order is submitted, which governs that Order notwithstanding any subsequent change. Company may modify the Fee Schedule at any time on a prospective basis. All Fees are quoted and payable in United States dollars.

7.2 Payment Methods.

Unless an approved Pay-at-Close Account is in effect, all Fees are due and payable at the time the Report order is submitted. Company accepts payment by credit card, debit card, ACH transfer, or such other methods as may be made available through the Platform. You authorize Company to charge the payment method on file for all Fees incurred in connection with your Account.

7.3 Taxes.

All Fees are exclusive of applicable federal, state, and local taxes, duties, and assessments. You are responsible for all such taxes, excluding taxes based solely on Company's net income.

7.4 Late Payment.

Any amount not paid when due shall bear interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by Applicable Laws, from the date such amount was due until the date of actual payment; provided that, for Users who are Consumers, late charges apply only to the extent, and in the amounts, permitted by Applicable Laws. In addition, you shall be responsible for all costs of collection, including reasonable attorneys' fees and collection agency fees, incurred by Company in collecting any past-due amounts, to the extent permitted by Applicable Laws.

7.5 Suspension for Non-Payment.

Company may, in its sole discretion, suspend or restrict access to your Account and the Platform if any Fees remain unpaid for more than thirty (30) days past the due date. Suspension does not relieve you of your obligation to pay all outstanding Fees, accrued interest, and costs of collection. Company may condition reinstatement of a suspended Account upon payment in full of all outstanding balances and, at Company's discretion, a reinstatement fee as set forth on the Platform.

7.6 Credit Suspension.

Company reserves the right to revoke Pay-at-Close privileges, require prepayment for future orders, or impose credit limits on any Account at any time, in its sole discretion, based on payment history, outstanding balances, or other risk factors. If three (3) or more invoices associated with your Account remain unpaid sixty (60) or more days past their respective due dates, Company may automatically suspend your Account's Pay-at-Close privileges until all outstanding balances are paid in full.

7.7 FSBO Transactions.

In For Sale by Owner Transactions, the property owner who orders the Report is the Ordering Party and is solely responsible for payment of all Fees. Pay-at-Close billing may or may not be available for FSBO transactions, as determined by Company in its sole discretion.

7.8 Disputed Charges.

If you believe any charge is incorrect, you must notify Company in writing within thirty (30) days of the date of the charge. Failure to provide timely notice constitutes a waiver of any claim related to such charge. Company will investigate disputed charges in good faith and, if Company determines that an adjustment is warranted, will issue a credit or refund in accordance with Article 11. Nothing in this Section limits any non-waivable billing-error or chargeback rights you may have under the federal Fair Credit Billing Act, Regulation Z, applicable card network rules, or other Applicable Laws.

8.1 Eligibility and Approval.

Pay-at-Close Accounts are available to qualifying Professional Users as determined by Company in its sole discretion. Approval is not guaranteed and may be conditioned upon credit review, transaction history, or other criteria established by Company. Company may revoke Pay-at-Close privileges at any time, for any reason or no reason, upon notice to the User.

8.2 Billing Mechanism.

Under a Pay-at-Close Account, payment of Fees is deferred until the close of the underlying real property transaction. Upon order submission, the Ordering Party designates an escrow, title, or settlement agent to whom Company will direct an invoice for collection of Fees at closing. It is the Ordering Party's sole responsibility to ensure that the designated closing agent receives, processes, and pays the invoice at or before the close of the transaction.

8.3 Ordering Party Remains Liable.

The Pay-at-Close billing arrangement is a collection convenience extended by Company to the Ordering Party. If Fees are not collected at the close of the transaction for any reason---including the failure of the Closing Agent to process the invoice, cancellation or fall-through of the transaction, omission of the charge from the settlement statement, or the refusal of a transaction party to pay---the Ordering Party remains liable for all outstanding Fees in accordance with Section 6.4.

8.4 Transaction Cancellation or Fall-Through.

If a transaction for which a Report was ordered under a Pay-at-Close Account is cancelled or fails to close, the Fees for such Report become immediately due and payable by the Ordering Party. Company will issue an invoice directly to the Ordering Party, and payment is due within thirty (30) days of the invoice date.

8.5 Billing Reminders.

Company may, but is not obligated to, send billing reminders at thirty (30), sixty (60), and ninety (90) days following the issuance of an invoice. The failure of Company to send any reminder does not affect the Ordering Party's obligation to pay, does not toll any interest or late-fee accrual, and does not constitute a waiver of any of Company's rights under this Agreement.

9.1 Reactivation.

If a transaction for which a Report was previously ordered has been cancelled, expired, or otherwise closed without consummation, and a new Report is subsequently required for the same property in connection with a new or resumed transaction, such order constitutes a Reactivated Transaction. Company may charge a reactivation fee as set forth on the Platform at the time of the new order. Reactivation fees are in addition to, and not in lieu of, any Fees owed on the original order.

9.2 No Carryover.

Payment of Fees for a prior Report does not entitle the Ordering Party to a free or discounted Report for a Reactivated Transaction. Each order is a separate engagement, and Fees are assessed independently.

10.1 Transfer Requests.

If the escrow, title, or settlement agent assigned to a transaction changes after a Report has been ordered, the Ordering Party may request an Escrow Transfer through the Platform or by contacting Company. Company will redirect the billing invoice to the newly designated closing agent.

10.2 Transfer Fees.

Company may charge a transfer fee for each Escrow Transfer, as set forth on the Platform at the time of the request. The Ordering Party remains liable for all Fees, including the transfer fee, regardless of whether the newly designated closing agent processes the invoice.

10.3 Ordering Party Liability.

An Escrow Transfer does not constitute a novation or release of the Ordering Party's payment obligations, which continue to be governed exclusively by Section 6.4.

11.1 General Policy.

Because Reports are custom-generated digital products produced using Government Data, Third-Party Data, and Company's proprietary systems, all sales are final upon delivery of the Report. Company does not offer refunds for completed Reports except as expressly set forth in this Article.

11.2 Company Error.

If a Report contains a material error that is directly attributable to Company's systems (and not to errors in Government Data, Third-Party Data, or information supplied by the User), Company will, at its sole option: (a) re-generate and deliver a corrected Report at no additional charge; or (b) issue a credit or refund in the amount of the Fees paid for such Report. This Section 11.2 constitutes the Ordering Party's sole and exclusive remedy for Report errors.

11.3 Duplicate Orders.

If a User inadvertently places a duplicate order for the same property within the same transaction, Company may, in its sole discretion, issue a credit for the duplicate. Users must notify Company of duplicate orders within five (5) business days of placement.

11.4 No Refunds for Transaction Failure.

No refund shall be issued because the underlying real property transaction is cancelled, falls through, is delayed, or otherwise fails to close. The generation and delivery of a Report are independent of the outcome of the transaction for which the Report was ordered.

12.1 AI Compliance Summary.

Certain Report tiers include an AI Compliance Summary, which is a machine-generated natural-language summary of hazard disclosure data produced by Company's proprietary artificial intelligence system branded as Verity AI™. The AI Compliance Summary is provided solely as a supplementary convenience tool designed to assist Users in interpreting disclosure data. The AI Compliance Summary does not constitute legal advice, professional advice, an expert opinion, or a substitute for professional review by a qualified attorney, engineer, geologist, or other licensed professional.

12.2 Limitations of AI-Generated Content.

You acknowledge and agree that:

(a) AI-generated content, including the AI Compliance Summary, may contain errors, omissions, inaccuracies, or "hallucinations" (fabricated information that appears plausible but is incorrect);

(b) the AI Compliance Summary is generated by machine learning models that interpret data probabilistically, and such models are inherently imperfect;

(c) the AI Compliance Summary may not reflect the most current data available from government or third-party sources due to data synchronization delays, model training cadence, or other factors;

(d) the AI Compliance Summary is not a substitute for reading and understanding the underlying statutory disclosures, maps, and data contained in the body of the Report;

(e) Company may change, replace, update, or discontinue the AI models, algorithms, or systems used to generate the AI Compliance Summary at any time without notice; and

(f) the availability, functionality, and output quality of AI features may vary and are subject to change.

12.3 Statutory Disclosures Control.

In the event of any conflict, discrepancy, or inconsistency between the AI Compliance Summary and the statutory disclosures, maps, data, or other information contained in the body of the Report, the statutory disclosures shall control in all respects. Users should rely exclusively on the statutory disclosure sections of the Report for compliance with California Natural Hazard Disclosure Act requirements.

12.4 No AI Warranty.

COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR FITNESS FOR ANY PURPOSE OF ANY AI-GENERATED CONTENT, INCLUDING THE AI COMPLIANCE SUMMARY. ALL AI-GENERATED CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY. COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO RELIANCE ON AI-GENERATED CONTENT.

12.5 AI Service Interruptions.

AI features may be temporarily or permanently unavailable due to model updates, infrastructure changes, third-party API limitations, or other technical factors. The unavailability of AI features does not constitute a defect in, or entitle you to a refund for, any Report. Company will use commercially reasonable efforts to provide Reports without AI features in the event of an AI service interruption.

13.1 Government Data.

Reports are generated using Government Data obtained from multiple federal, state, and local government agencies, including without limitation:

(a) Federal Emergency Management Agency (FEMA) --- flood zone and floodplain designations;

(b) CAL FIRE --- fire hazard severity zones (State Responsibility Areas and Local Responsibility Areas);

(c) California Geological Survey (CGS) --- seismic hazard zones, earthquake fault zones, and landslide susceptibility zones;

(d) National Oceanic and Atmospheric Administration (NOAA) --- tsunami inundation data;

(e) California Department of Toxic Substances Control (DTSC) --- formerly used defense site (FUDS) locations and Cortese List data;

(f) State Water Resources Control Board (SWRCB) --- Cortese List data;

(g) California Department of Water Resources --- dam inundation zone data; and

(h) county and city assessors' offices, recorders' offices, and GIS departments --- parcel data, boundary data, and mapping information.

13.2 Government Data Disclaimers.

You acknowledge and agree that:

(a) Government Data is provided to Company by third-party governmental agencies over which Company has no control;

(b) Government Data may contain errors, omissions, inconsistencies, or inaccuracies introduced by the originating agency;

(c) Government Data may be revised, updated, reclassified, or withdrawn by the originating agency at any time without notice to Company;

(d) Company does not independently verify, validate, or audit Government Data and relies on such data as received from the originating agency;

(e) there may be a delay between the time a government agency updates its data and the time such updated data is reflected in a Report;

(f) government agency servers, APIs, and data services may experience outages, interruptions, or slowdowns that prevent or delay Company's access to current data; and

(g) Company shall have no liability for any error, omission, delay, or inaccuracy in Government Data, regardless of the cause.

13.3 Third-Party Data.

Reports may incorporate Third-Party Data obtained from non-governmental sources, including property data vendors, mapping services, and environmental databases. Company makes no representations or warranties regarding the accuracy, completeness, or timeliness of Third-Party Data. Company's sole obligation with respect to Third-Party Data is to transmit such data as received from its sources. Company disclaims all liability for errors, omissions, or inaccuracies in Third-Party Data.

13.4 Data Synchronization.

Government agencies and third-party data providers update their data on varying schedules. A Report reflects the data available to Company's systems at the time of generation. Company cannot guarantee that a Report reflects the most current information available from the originating source. Users requiring the most current hazard zone determination should consult the originating agency directly.

14.1 Lawful Use.

You agree to use the Platform and the Services only for lawful purposes and in accordance with this Agreement and all Applicable Laws. Without limiting the foregoing, you shall not:

(a) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform;

(b) access or attempt to access any portion of the Platform by any means other than the interface provided by Company;

(c) use any robot, spider, scraper, data mining tool, or other automated means to access the Platform for any purpose;

(d) introduce any virus, trojan horse, worm, logic bomb, or other malicious or technologically harmful material;

(e) attempt to gain unauthorized access to any portion of the Platform, other Accounts, computer systems, or networks connected to the Platform;

(f) use the Platform to transmit unsolicited commercial communications;

(g) impersonate or attempt to impersonate Company, a Company employee, another User, or any other person or entity; or

(h) order Reports for any purpose other than a bona fide real property transaction or other legitimate purpose.

14.2 Accuracy of Information.

You are solely responsible for the accuracy, completeness, and legality of all information you provide through the Platform. You represent and warrant that all User Content is true, accurate, and not misleading.

14.3 Compliance.

You are solely responsible for ensuring that your use of the Platform and any Reports complies with all Applicable Laws, professional licensing requirements, and ethical obligations applicable to your profession.

15.1 Broker Override.

A supervising broker who activates the Broker Override feature represents and warrants that the broker has the authority to designate a default NHD report provider for agents within the broker's organization. Activation of the Broker Override applies prospectively to future orders placed by the broker's agents and does not affect orders placed prior to activation. A broker may revoke the Broker Override at any time by providing written notice to Company; revocation takes effect upon Company's processing of the request, which shall occur within two (2) business days.

15.2 Agent Responsibilities.

An agent subject to a Broker Override remains individually responsible for verifying the accuracy and completeness of each Report ordered through the agent's Account. A Broker Override does not relieve the agent of any professional duty, obligation, or liability under Applicable Laws or the agent's licensing requirements.

15.3 Professional Duties.

Reports are designed to assist Professional Users in complying with California's statutory disclosure requirements. Reports do not replace the Professional User's independent professional judgment, due diligence obligations, or duty of care to clients. Professional Users should independently verify all disclosures and consult with qualified professionals (including attorneys, engineers, and environmental consultants) as appropriate.

15.4 Statutory Disclosure Framework.

Reports containing a Natural Hazard Disclosure Statement are prepared in the form contemplated by California Civil Code Section 1103.2. Nothing in this Agreement is intended to, or shall be construed to, limit, waive, or modify any duty or liability of any party that is imposed by California Civil Code Sections 1103 through 1103.14 (including Section 1103.4) or any other Applicable Laws to the extent such duty or liability cannot be limited, waived, or modified by contract. The disclaimers and limitations in this Agreement apply to the fullest extent permitted by Applicable Laws and are construed consistently with this Section.

16.1 Company Ownership.

The Platform, Services, Reports, and all related technology, software, algorithms, models, databases, content, designs, graphics, trademarks, trade names (including "Verity NHD" and "Verity AI™"), and documentation are and shall remain the exclusive property of Company or its licensors. This Agreement does not convey to you any ownership interest in or to the Platform, Services, or any Company Intellectual Property. Your right to use the Platform is limited to the license expressly granted in Section 16.2.

16.2 Limited License.

Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purpose of ordering and using Reports in connection with bona fide real property transactions as contemplated by this Agreement. This license does not include any right to: (a) modify, adapt, translate, or create derivative works of the Platform or any Report; (b) sublicense, sell, resell, transfer, assign, or distribute the Platform or any Report (except as specifically permitted for delivery to transaction parties); (c) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, algorithms, or ideas of the Platform; or (d) use the Platform or any Report for competitive analysis or to build or support, directly or indirectly, any product or service competitive with the Platform.

16.3 Prohibited Activities.

Without limiting Section 16.2, you shall not, directly or indirectly:

(a) copy, reproduce, republish, or redistribute any Report or Platform content except as necessary to deliver a Report to the parties of a specific real property transaction;

(b) scrape, crawl, spider, index, or use any automated means (including bots, robots, scrapers, or data mining tools) to access, collect, harvest, or extract data or content from the Platform;

(c) use any Report or Platform content for the purpose of training, fine-tuning, or otherwise improving any machine learning model, artificial intelligence system, neural network, or similar technology, whether owned by you or a third party;

(d) bulk download, systematically download, or archive Reports or Platform content;

(e) access the Platform through any API or interface not expressly authorized by Company;

(f) frame, mirror, or create a derivative work from any portion of the Platform;

(g) remove, alter, or obscure any copyright notice, trademark, or other proprietary rights notice displayed on or within the Platform or any Report; or

(h) harvest, collect, or compile information about other Users of the Platform.

16.4 Report License.

Upon delivery of a Report, Company grants to the Ordering Party a limited, non-exclusive, non-transferable license to use the Report solely in connection with the specific real property transaction for which it was ordered. This license is conditioned on the Ordering Party's continuing compliance with its payment obligations under this Agreement and may be revoked by Company if Fees for the Report remain unpaid after they become due; revocation does not affect statutory disclosures already delivered to transaction parties in reliance on the Report. The Ordering Party may deliver the Report to the buyer, seller, agents, escrow officer, and other parties to the transaction as required for compliance with Applicable Laws. This license does not authorize resale, redistribution, or re-use of the Report for any other transaction or purpose.

16.5 Feedback.

If you provide Company with any Feedback, you hereby assign to Company all right, title, and interest in and to such Feedback and agree that Company may use, reproduce, modify, and distribute Feedback without compensation or attribution to you.

16.6 User Content License.

By submitting User Content through the Platform, you grant Company a worldwide, royalty-free, non-exclusive license to use, reproduce, process, and store such User Content solely for the purpose of providing the Services and as otherwise permitted by this Agreement and Company's Privacy Policy.

17.1 Privacy Policy.

Company's collection, use, and disclosure of personal information in connection with the Platform are governed by Company's Privacy Policy, available at veritynhd.com/privacy (the "Privacy Policy"). The Privacy Policy is incorporated into this Agreement by this reference. By using the Platform, you consent to the data practices described in the Privacy Policy.

17.2 Data Use.

You acknowledge that in the course of providing the Services, Company may collect, process, and store property data, transaction data, user data, and other information submitted through the Platform. Company may use aggregated, de-identified, or anonymized data for analytics, product development, and other lawful business purposes without restriction.

17.3 California Privacy Rights.

If you are a California resident, you may have certain rights under the California Consumer Privacy Act (as amended by the CPRA), including the right to know, delete, correct, and opt out of the sale or sharing of personal information. These rights are described in the Privacy Policy.

18.1 Obligations.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party, except to employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) not use such Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.

18.2 Permitted Disclosures.

A party may disclose Confidential Information to the extent required by Applicable Laws, regulation, judicial or administrative order, or governmental request, provided that the disclosing party (to the extent legally permitted) provides prompt written notice to the other party to enable such other party to seek a protective order or other appropriate remedy.

18.3 Return of Materials.

Upon termination of this Agreement or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession, except as required to be retained by Applicable Laws or for legitimate archival purposes.

THE PLATFORM, SERVICES, REPORTS, AI COMPLIANCE SUMMARIES, AND ALL RELATED CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) ANY WARRANTY THAT THE PLATFORM WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE;

(c) ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE;

(d) ANY WARRANTY THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED;

(e) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR AVAILABILITY OF ANY GOVERNMENT DATA, THIRD-PARTY DATA, OR AI-GENERATED CONTENT;

(f) ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(g) ANY WARRANTY REGARDING THE SECURITY OF THE PLATFORM, YOUR ACCOUNT, OR YOUR DATA; AND

(h) ANY WARRANTY THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA.

COMPANY DOES NOT WARRANT THAT GOVERNMENT AGENCIES WILL MAINTAIN, UPDATE, OR MAKE AVAILABLE THEIR DATA ON ANY SCHEDULE OR THAT THIRD-PARTY DATA PROVIDERS WILL CONTINUE TO PROVIDE DATA TO COMPANY. COMPANY DOES NOT WARRANT THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE INTEGRATED WITH THE PLATFORM.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE EXCLUSIONS SET FORTH ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

NOTHING IN THIS ARTICLE 19 LIMITS OR WAIVES ANY WARRANTY, RIGHT, OR REMEDY THAT CANNOT BE LIMITED OR WAIVED UNDER APPLICABLE LAWS, INCLUDING ANY NON-WAIVABLE RIGHTS OF CONSUMERS UNDER THE CALIFORNIA CONSUMERS LEGAL REMEDIES ACT (CAL. CIV. CODE § 1750 ET SEQ.) OR THE SONG-BEVERLY CONSUMER WARRANTY ACT, TO THE EXTENT APPLICABLE.

20.1 Exclusion of Certain Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(c) LOSS OF DATA OR DATA BREACH;

(d) BUSINESS INTERRUPTION;

(e) LOSS OF ANY REAL ESTATE TRANSACTION, COMMISSION, REFERRAL FEE, OR BUSINESS OPPORTUNITY;

(f) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(g) DAMAGES ARISING FROM OR RELATED TO ERRORS, OMISSIONS, OR INACCURACIES IN GOVERNMENT DATA OR THIRD-PARTY DATA;

(h) DAMAGES ARISING FROM OR RELATED TO AI-GENERATED CONTENT, INCLUDING THE AI COMPLIANCE SUMMARY;

(i) DAMAGES ARISING FROM OR RELATED TO THE UNAVAILABILITY, INTERRUPTION, OR FAILURE OF THE INTERNET, CLOUD COMPUTING INFRASTRUCTURE, GOVERNMENT SERVERS, OR THIRD-PARTY SERVICES; OR

(j) DAMAGES ARISING FROM OR RELATED TO UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE YOUR DATA OR USER CONTENT,

IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR ANY REPORT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap on Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR ANY REPORT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS (\$100.00). THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

20.3 Basis of the Bargain.

You acknowledge and agree that Company has set its Fees and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, which allocate risk between the parties and form an essential basis of the bargain between the parties. The limitations and exclusions in this Article 20 apply regardless of whether the damages arise from breach of contract, breach of warranty, tort (including negligence), strict liability, or any other legal or equitable theory, and even if Company has been advised of the possibility of such damages.

20.4 Applicability.

The limitations set forth in this Article 20 shall apply to the fullest extent permitted by Applicable Laws. Certain jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, Company's liability shall be limited to the maximum extent permitted by Applicable Laws.

20.5 Exceptions.

Notwithstanding anything to the contrary in this Agreement, nothing in this Article 20 or elsewhere in this Agreement excludes or limits either party's liability for: (a) fraud or fraudulent misrepresentation; (b) willful injury to the person or property of another; (c) gross negligence, to the extent such limitation is prohibited by California Civil Code Section 1668; (d) death or personal injury caused by a party's negligence, to the extent such limitation is prohibited by Applicable Laws; or (e) any other liability that cannot be excluded or limited under Applicable Laws, including any non-waivable liability described in Section 15.4.

21.1 Your Indemnification Obligations.

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Company Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your use of or access to the Platform or Services;

(b) any breach by you of this Agreement;

(c) any breach of your representations or warranties set forth in this Agreement;

(d) your violation of any Applicable Laws or any third-party rights;

(e) any User Content you submit through the Platform;

(f) any inaccurate, incomplete, or misleading information you provide in connection with a Report order;

(g) your negligence, willful misconduct, or fraud; or

(h) any dispute between you and any buyer, seller, agent, broker, Closing Agent, or other party to a real property transaction, to the extent such dispute arises out of your use of the Platform, your User Content, your breach of this Agreement, or your acts or omissions (and not out of Company's breach of this Agreement or Company's gross negligence or willful misconduct).

21.2 Procedure.

Company shall provide you with prompt written notice of any claim for which indemnification is sought; provided, however, that the failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You shall not settle any claim without Company's prior written consent, which shall not be unreasonably withheld. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

21.3 Exclusions.

Your indemnification obligations under this Article 21 do not apply to the extent a claim arises from Company's material breach of this Agreement, Company's gross negligence or willful misconduct, or liability that cannot lawfully be shifted by contract under Applicable Laws.

22.1 Right to Suspend.

Company may, in its sole discretion, immediately suspend or restrict your access to the Platform, your Account, or any Service, without prior notice or liability, if Company determines or reasonably suspects that:

(a) you have breached any provision of this Agreement;

(b) any Fees owed by you remain unpaid beyond the period set forth in Section 7.5;

(c) your use of the Platform poses a security risk to the Platform or any third party;

(d) your use of the Platform may subject Company, its affiliates, or any third party to legal liability;

(e) your Account may be subject to unauthorized access or use; or

(f) suspension is required by Applicable Laws or by a governmental or regulatory authority.

22.2 Effect of Suspension.

During any period of suspension: (a) you remain liable for all Fees incurred prior to suspension; (b) accrual of interest and late fees on past-due balances continues; and (c) Company shall have no obligation to deliver Reports, process orders, or provide any other Services to you. Suspension does not constitute a waiver of any of Company's rights or remedies under this Agreement.

22.3 Reinstatement.

Company may, in its sole discretion, condition reinstatement of a suspended Account upon: (a) payment in full of all outstanding balances, including accrued interest and fees; (b) payment of a reinstatement fee; (c) resolution of the condition giving rise to the suspension; and (d) such other conditions as Company may reasonably require.

23.1 Termination by You.

You may terminate this Agreement at any time by closing your Account through the Platform or by contacting Company in writing. Termination by you does not relieve you of any obligation to pay outstanding Fees, including Fees for Reports ordered prior to termination, accrued interest, or late fees.

23.2 Termination by Company.

Company may terminate this Agreement and your Account: (a) for convenience, upon thirty (30) days' prior written notice; or (b) immediately, upon notice, if you materially breach this Agreement, if Company reasonably determines your use of the Platform creates legal or security risk, or if termination is required by Applicable Laws or a governmental authority. If Company terminates for convenience, Company will complete and deliver, or refund the Fees paid for, any paid Order accepted before the termination date.

23.3 Effect of Termination.

Upon termination of this Agreement: (a) all licenses and rights granted to you under this Agreement shall cease, except the Report license under Section 16.4 for Reports already delivered and paid for; (b) you shall cease all use of the Platform and the Services; (c) for thirty (30) days following termination, Company will make previously delivered Reports associated with your Account available for download, after which Company may delete your Account and associated data, subject to Applicable Laws and Company's data retention policies; and (d) the provisions of this Agreement survive as set forth in Section 26.6.

23.4 Outstanding Obligations.

Termination of this Agreement does not relieve either party of any obligation that accrued prior to the effective date of termination, including without limitation the Ordering Party's obligation to pay all outstanding Fees.

24.1 Choice of Law.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

24.2 Federal Law.

To the extent that federal law governs any aspect of this Agreement, including without limitation the Electronic Signatures in Global and National Commerce Act, such federal law shall apply.

24.3 Federal Arbitration Act.

Notwithstanding Section 24.1, the parties agree that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Article 25, including the arbitrability of disputes.

25.1 Informal Resolution.

Before initiating arbitration or any other proceeding, the party asserting a dispute shall send the other party a written notice describing the nature and basis of the dispute and the relief sought (a "Dispute Notice"). Dispute Notices to Company shall be sent to legal@veritynhd.com; Dispute Notices to you will be sent to the email address associated with your Account. The parties shall attempt in good faith to resolve the dispute for at least thirty (30) days after the Dispute Notice is received. Completion of this informal process is a condition precedent to initiating arbitration or litigation, except for proceedings described in Section 25.7.

25.2 Binding Arbitration.

Except as provided in Sections 25.3, 25.5, and 25.7, any dispute, controversy, or claim arising out of or relating to this Agreement, the Platform, the Services, or any Report, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration administered by JAMS before a single arbitrator with experience in technology and software-as-a-service disputes. For Users who are not Consumers, the arbitration shall be conducted under the JAMS Comprehensive Arbitration Rules and Procedures then in effect. For Users who are Consumers, the arbitration shall be conducted under the JAMS Streamlined Arbitration Rules and in compliance with the JAMS Consumer Arbitration Minimum Standards, and Company shall pay all JAMS filing, administrative, and arbitrator fees other than an initial filing fee for the Consumer not to exceed the amount of the then-current filing fee for the Superior Court of California. The seat of the arbitration shall be Orange County, California; for Consumers, the hearing shall take place in the county of the Consumer's residence in California or remotely by videoconference, at the Consumer's election. The arbitration shall be conducted in English, and the arbitrator shall apply California substantive law consistent with Article 24. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The parties acknowledge the fee-payment obligations and consequences set forth in California Code of Civil Procedure Sections

1281.97 and 1281.98, to the extent applicable.

25.3 Right to Opt Out of Arbitration.

You may opt out of the arbitration provisions of this Article 25 (other than Section 25.8) by sending written notice of your decision to opt out to legal@veritynhd.com within thirty (30) days after you first accept this Agreement, stating your name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. If you opt out, or if you accepted a prior version of this Agreement that did not contain an arbitration provision, disputes will be resolved exclusively in the courts identified in Section 25.8, and the remainder of this Agreement continues to apply.

25.4 Class Action Waiver.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, EACH PARTY AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER PARTY SHALL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DETERMINES THAT THIS WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF (AND ONLY THAT CLAIM OR REQUEST FOR RELIEF) SHALL BE SEVERED AND PROCEED IN THE COURTS IDENTIFIED IN SECTION 25.8, AND ALL OTHER CLAIMS AND REQUESTS FOR RELIEF SHALL REMAIN SUBJECT TO INDIVIDUAL ARBITRATION UNDER THIS ARTICLE 25.

25.5 Public Injunctive Relief.

Nothing in this Article 25 waives, and the parties do not waive, any right to seek public injunctive relief where such a waiver is prohibited by California law. If either party seeks public injunctive relief, the request for public injunctive relief shall be decided by the courts identified in Section 25.8 after the arbitration of all arbitrable claims, and all other claims and requests for relief shall proceed in individual arbitration. The parties agree to stay any court proceeding on public injunctive relief pending completion of the arbitration.

25.6 Coordinated Filings.

If twenty-five (25) or more demands for arbitration are filed against Company that raise similar claims and are filed by or with the assistance of the same or coordinated counsel, the parties agree that the demands shall be resolved in staged proceedings: the parties shall each select ten (10) demands to proceed first as bellwether arbitrations, and the remaining demands shall be held in abeyance (with all applicable statutes of limitations tolled) pending resolution of the bellwether arbitrations and a subsequent global mediation. A court of competent jurisdiction shall have authority to enforce this Section, and neither party shall be required to pay arbitration fees for demands held in abeyance until such demands proceed.

25.7 Exceptions.

Notwithstanding Section 25.2: (a) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property rights or Confidential Information, without first engaging in the process described in Section 25.1; and (b) either party may bring an individual action in small claims court in Orange County, California (or, for a Consumer, the California county of the Consumer's residence) for claims within that court's jurisdiction, so long as the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.

25.8 Forum for Non-Arbitrable Disputes.

For any dispute not subject to arbitration under this Article 25 (including disputes where you have validly opted out under Section 25.3 and claims severed under Section 25.4 or reserved under Section 25.5), the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California, and waive any objection based on personal jurisdiction, venue, or inconvenient forum; provided that, for a Consumer, venue shall lie in the California county of the Consumer's residence if required by Applicable Laws.

25.9 Attorneys' Fees.

In any proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, subject to California Civil Code Section 1717; provided that, in any arbitration involving a Consumer, attorneys' fees and costs shall be awarded only as permitted by the JAMS Consumer Arbitration Minimum Standards and Applicable Laws, and this Section shall not entitle Company to recover fees from a Consumer where such recovery would be unavailable if the claim had been brought in court.

25.10 Time Limitation on Claims.

Except for claims arising under statutes for which the limitations period cannot be shortened by contract (including claims under the California Consumers Legal Remedies Act) and except for Company's claims to collect unpaid Fees, any claim arising out of or relating to this Agreement, the Platform, or the Services must be commenced within one (1) year after the claim accrues, and any claim not commenced within that period is permanently barred.

26.1 Entire Agreement.

This Agreement, together with the Privacy Policy and any order forms, addenda, or supplemental terms incorporated by reference, constitutes the entire agreement between you and Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter.

26.2 Force Majeure.

Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, embargoes, acts of governmental authorities, fire, flood, earthquake, power outage, internet service disruption, government data source outage, cloud infrastructure failure, third-party service provider failure, labor disputes, shortages of materials or transportation, or any other event beyond Company's reasonable control (each, a "Force Majeure Event"). Company's performance obligations shall be suspended for the duration of the Force Majeure Event.

26.3 Assignment.

You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder without the prior written consent of Company. Any purported assignment in violation of this Section is void. Company may freely assign this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

26.4 Waiver.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. A waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.

26.5 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. If such modification is not possible, the offending provision shall be severed, and the remainder of this Agreement shall be enforced as if such provision had not been included.

26.6 Survival.

This Section 26.6 is the sole and controlling survival provision of this Agreement. The following survive any termination or expiration of this Agreement: Article 1 (Definitions); Sections 6.4 and 7.4 and all accrued payment obligations; Article 11 (Refund Policy); Sections 12.3 and 12.4; Article 13; Article 16 (Intellectual Property); Article 18 (Confidentiality); Article 19 (Disclaimer of Warranties); Article 20 (Limitation of Liability); Article 21 (Indemnification); Section 23.3; Article 24 (Governing Law); Article 25 (Dispute Resolution); and this Article 26, together with any other provision that by its nature is intended to survive.

26.7 Independent Contractors.

The relationship between Company and you is that of independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

26.8 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. Without limiting the foregoing, no buyer, seller, escrow officer, title company, lender, or other party to a real property transaction is a third-party beneficiary of this Agreement.

26.9 Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; or (c) one (1) business day after deposit with a nationally recognized overnight courier, addressed to the parties at the addresses set forth on the Platform (for Company) or associated with your Account (for you). Company may also provide notices by posting them on the Platform. You agree that electronic notices satisfy any legal requirement that notices be in writing.

26.10 Electronic Communications.

By using the Platform, you consent to receive electronic communications from Company, including emails, text messages, push notifications, and in-platform notices. You agree that all agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications be in writing.

26.11 Headings; Interpretation.

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The use of the words "include," "includes," or "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. References to any statute shall include all amendments and successor legislation and all regulations promulgated thereunder. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified.

26.12 Amendments.

Except as otherwise provided in Section 2.2, this Agreement may not be amended or modified except by a written instrument signed by both parties.

26.13 Export Compliance.

You shall comply with all applicable U.S. export control laws and regulations, including without limitation the Export Administration Regulations administered by the U.S. Department of Commerce, and shall not export, re-export, or transfer any portion of the Platform, Services, or Reports to any prohibited destination, entity, or individual without the required governmental authorizations.

26.14 Sanctions Compliance.

You represent and warrant that you are not: (a) located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive U.S. sanctions; or (b) identified on any U.S. government restricted party list, including the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, in each case as such sanctions and lists are in effect from time to time.

26.15 California-Specific Provisions.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

26.16 Counterparts; Electronic Execution.

This Agreement may be executed electronically. Your acceptance through the Platform constitutes an original execution of this Agreement. Electronic records of this Agreement maintained by Company shall be deemed originals for all purposes.

26.17 Publicity.

Neither party shall use the other party's name, logo, or trademarks in press releases, customer lists, or marketing materials without the other party's prior written consent, except that Company may identify you as a customer in a factual, non-endorsement manner where you have provided such consent through your Account settings or otherwise in writing.

If you have any questions about this Agreement, please contact Company at:

VerityNHD, Inc.

Attn: Legal Department

Email: support@veritynhd.com

Website: veritynhd.com

Last updated: July 26, 2026