Products Access & Services Agreement

Products Access and Services Agreement

This Products Access and Services Agreement (the “Agreement”) is entered into between Rose Tech HQ LLC, a Wyoming limited liability company (“Provider”), operating the LossFolio platform, and the enrolling company (“Customer”). It takes effect on the date Customer's authorized administrator accepts it during enrollment (the “Effective Date”). Version 1.1 (2026-10-28).

1. Definitions

“Products” means the software products, tools, and reporting services made available to Customer through the platform, together with any related access, sites, or tools provided by Provider. “Report” means a single output generated through a Product (for example, one Build Estimate, one Field Inspection with Photo PDF, one PDF>ESX conversion, one Fast Retail Quote, or one Weather report). “Customer Data” means all data, records, and information provided by Customer or collected from or about Customer's customers in connection with the Products. “Organization” means Customer together with its employees and contractors acting within the scope of their engagement.

2. Access and License

Subject to Customer's compliance with this Agreement (including payment of fees), Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Products solely for Customer's internal business use in generating Reports for Customer's own customers. Except as expressly permitted, Customer shall not, and shall not permit any third party to: (a) resell, sublicense, distribute, or grant access to the Products to any person or entity outside Customer's Organization; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying methods of the Products; (c) copy, modify, or create derivative works of the Products; or (d) remove or obscure any proprietary notices.

3. Fees, Pricing, and Price Lock

Customer shall pay the per-Report fees established for Customer's account at enrollment, as shown in Customer's account. Pricing varies by account terms and is presented before each order. Price Lock: the per-Report pricing in effect at enrollment is fixed for twelve (12) months following the Effective Date. Any promotional or introductory pricing applies only for its stated promotional period; when a promotional period ends, the standard enrollment pricing shown in Customer's account applies for the remainder of the twelve (12) month lock. Thereafter, Provider may change pricing upon at least thirty (30) days' prior written notice to Customer's administrator; Customer's continued use of the Products after the effective date of a noticed change constitutes acceptance of it. Fees are charged to Customer's payment method on file at the time of each order, or as otherwise provided by Customer's account billing terms. Fees are exclusive of taxes; Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Provider's net income. Provider may suspend access for amounts remaining unpaid past their due date after written notice, without terminating this Agreement.

Refunds and Cancellation. The Products are pay-per-report with no subscription, contract, or minimum commitment, so Customer may stop ordering at any time with nothing to cancel. If a Report cannot be produced, or fails Provider's automated quality checks, the amount paid for that Report is automatically credited to Customer's account and applied to Customer's next Reports; if that Report has not yet been billed or invoiced, it is not billed. At Customer's request, Provider will refund that credit to Customer's payment method instead. Delivered Reports are otherwise final; where Customer identifies an error attributable to Provider in a delivered Report, Provider will, at its option, correct or re-run the Report or refund the charge for it.

4. Data Ownership, Privacy, and Security

As between the parties, Customer owns all of its Customer Data; Provider obtains no ownership interest in it. Provider shall not contact, sell, market to, or otherwise use Customer Data or Customer's customers except as strictly necessary to provide the Products and services. Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, and will notify Customer without undue delay — and in any event within seventy-two (72) hours — after becoming aware of any confirmed unauthorized access to or disclosure of Customer Data. Each party will comply with applicable data-protection and privacy laws with respect to its role in handling Customer Data. Provider may use aggregated, de-identified data derived from use of the Products to operate, maintain, and improve the Products, provided it does not identify, and cannot reasonably be used to re-identify, Customer or any of Customer's customers.

5. Intellectual Property

Provider retains all right, title, and interest in and to the Products and all related intellectual property, including all improvements and derivative works. Customer receives only the limited license expressly granted in Section 2. Any feedback Customer provides may be used by Provider without restriction or obligation.

6. Confidentiality

Each party shall protect the other party's non-public information that is marked confidential or that a reasonable person would understand to be confidential, using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and shall use it only to perform under this Agreement. These obligations continue during the Term and for three (3) years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Confidential information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without obligation before disclosure, is rightfully received from a third party without obligation, or is independently developed.

7. Reports Are Estimates

Customer acknowledges that Products such as Build Estimate, Field Inspection with Photo PDF, Fast Retail Quote, PDF>ESX, and the weather Products provide estimates and informational outputs to assist Customer's own judgment. They are not guarantees of measurements, quantities, pricing, weather conditions, code requirements, or outcomes, and Customer is responsible for verifying outputs before relying on them.

8. Warranties and Disclaimers

Except as expressly stated in this Agreement, the Products are provided “AS IS” and “AS AVAILABLE,” and Provider disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement, to the maximum extent permitted by law.

9. Limitation of Liability

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of business, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Except for the excluded claims below, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by Customer to Provider in the twelve (12) months immediately before the event giving rise to the claim. These limitations do not apply to Customer's payment obligations, breaches of confidentiality, Customer's breach of the license restrictions in Section 2, or a party's gross negligence or willful misconduct.

10. Term, Termination, and Effect

This Agreement begins on the Effective Date and continues until terminated. Customer may stop using the Products and terminate at any time by written notice; Provider may terminate for convenience upon thirty (30) days' written notice, or for cause if Customer materially breaches and fails to cure within thirty (30) days of written notice. Termination does not relieve Customer of the obligation to pay fees accrued before termination. Upon Customer's written request following termination, Provider will delete Customer Data remaining in its possession or control, except as retained for legal, billing, or audit purposes. Sections 4–9 and 11–12 survive termination.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute through negotiation for thirty (30) days; any unresolved dispute will be finally resolved by binding arbitration seated in New Jersey under the commercial rules of a recognized arbitration provider, and judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in the state or federal courts located in New Jersey to protect its confidential information or intellectual property.

12. General

The parties are independent contractors. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. Notices must be in writing and sent by email to the administrator email on Customer's account (for Customer) or Provider's support address (for Provider), effective on receipt. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior understandings; Provider may update these terms for future versions with notice, and material changes will be presented for re-acceptance. If any provision is held unenforceable, the rest remains in effect and the provision is reformed to the maximum extent permitted by law. Acceptance by electronic click-through constitutes a valid and binding signature.