This Software License Agreement ("Agreement") is entered into by and between RealBooks, Inc., a Wyoming corporation with its principal place of business in Sarasota, Florida ("RealBooks," "we," "us," or "our"), and the individual or legal entity identified in the applicable Order Form, subscription record, or online registration ("Customer," "you," or "your"), and governs Customer's access to and use of the RealBooks Platform and related services.

BY CLICKING "I ACCEPT," CHECKING A BOX INDICATING ACCEPTANCE, EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR ACCESSING OR USING THE PLATFORM, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE PLATFORM. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT REALBOOKS'S LIABILITY, DISCLAIM WARRANTIES, REQUIRE INDIVIDUAL ARBITRATION OF DISPUTES, AND WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTIONS. PLEASE READ CAREFULLY.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.

"AI Outputs" means any output, recommendation, classification, journal entry, categorization, summary, suggestion, or other content generated by the Platform's artificial intelligence, machine learning, or autonomous agent components, including without limitation outputs from the Autonomous General Ledger (AGL) and any AI agents (including but not limited to those identified as "Penny," "Dollar Bill," and "Uncle Sam").

"Authorized User" means an employee, contractor, agent, accountant, bookkeeper, tax professional, or other individual authorized by Customer to access the Platform under Customer's account, subject to the access restrictions in this Agreement.

"Customer Data" means all data, information, records, documents, transactions, receipts, financial records, property records, tax-related information, and other content that Customer or its Authorized Users submit to, upload to, or generate within the Platform, excluding RealBooks Materials and Aggregated Data.

"Documentation" means the user guides, technical documentation, and help materials made available by RealBooks at docs.realbooks.io or through the Platform, as updated from time to time.

"Order Form" means an ordering document, online subscription page, or other written or electronic agreement specifying the subscription plan, fees, term, and other commercial terms applicable to Customer's use of the Platform.

"Platform" means the RealBooks software-as-a-service platform, including without limitation the Autonomous General Ledger (AGL), receipt ingestion and matching systems, AI agents, dashboards, reports, APIs, integrations, mobile applications, websites operated by RealBooks (including realbooks.io), and any updates, modifications, enhancements, or related services made available by RealBooks.

"Subscription Term" means the period during which Customer is authorized to access and use the Platform, as set forth in the applicable Order Form or subscription record.

"Third-Party Services" means any third-party software, applications, services, data sources, banking integrations, or APIs (including, without limitation, Amazon Business, email service providers, banking aggregators, payment processors, and tax data providers) that interoperate with or are accessed through the Platform.

2. License Grant and Access

2.1 License Grant

Subject to Customer's compliance with this Agreement and timely payment of all applicable fees, RealBooks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform solely for Customer's internal business purposes related to the management of Customer's real estate investment, rental, and related financial activities, in accordance with this Agreement and the Documentation.

2.2 Authorized Users

Customer may permit Authorized Users to access the Platform under Customer's account, subject to the limits and seat restrictions set forth in the applicable Order Form or subscription plan. Customer is responsible for: (a) ensuring all Authorized Users comply with this Agreement; (b) all activity occurring under Customer's account or any Authorized User credentials; (c) maintaining the confidentiality of all access credentials; and (d) promptly notifying RealBooks of any unauthorized access or use.

2.3 Reservation of Rights

Except for the limited rights expressly granted in this Agreement, RealBooks and its licensors reserve all right, title, and interest in and to the Platform, the Documentation, all RealBooks Materials, and all intellectual property rights therein. No rights are granted to Customer by implication, estoppel, or otherwise.

2.4 Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

(a) copy, modify, translate, or create derivative works of the Platform or Documentation;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying algorithms of the Platform, except to the extent such restriction is prohibited by applicable law;
(c) sell, resell, sublicense, lease, rent, distribute, or otherwise transfer access to the Platform, or use the Platform on a service bureau, time-sharing, or hosted basis for the benefit of any third party;
(d) use the Platform to build a competitive product or service, or to benchmark or extract features for a competitive purpose;
(e) circumvent or disable any security, authentication, rate-limiting, usage-metering, or access-control features of the Platform;
(f) use any robot, scraper, crawler, or automated means to access the Platform or extract data, except through documented APIs and within published rate limits;
(g) use the Platform to transmit any unlawful, infringing, defamatory, harassing, or harmful content, or any malware, viruses, or malicious code;
(h) use the Platform to violate any applicable law, regulation, or third-party right, including without limitation tax laws, securities laws, consumer protection laws, fair housing laws, or landlord-tenant laws;
(i) submit to the Platform any data that is subject to heightened regulatory protection (such as protected health information under HIPAA, payment card data subject to PCI-DSS where Customer is a merchant of record, or government classified information) unless expressly permitted in writing by RealBooks;
(j) use any AI Outputs to train, fine-tune, or improve any third-party machine learning model or competing artificial intelligence system; or
(k) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Platform.

3. AI Outputs; Accounting, Tax, and Professional Advice Disclaimers

THIS SECTION IS MATERIAL TO THE BARGAIN BETWEEN THE PARTIES. CUSTOMER ACKNOWLEDGES READING AND UNDERSTANDING THIS SECTION 3 IN ITS ENTIRETY.

3.1 Nature of AI Outputs

The Platform incorporates artificial intelligence, machine learning, and autonomous agent technologies, including the Autonomous General Ledger (AGL) and AI agents that classify transactions, generate journal entries, suggest categorizations, match receipts, draft summaries, and produce other AI Outputs. Customer acknowledges and agrees that:

(a) AI Outputs are generated by probabilistic and statistical models and may contain errors, omissions, inaccuracies, hallucinations, miscategorizations, or outputs that are inconsistent with applicable accounting standards, tax law, or Customer's actual financial circumstances; (b) AI Outputs are intended as informational tools and productivity aids, not as definitive accounting determinations, audited financial statements, or tax advice; (c) AI Outputs may change over time as models are updated, retrained, or replaced, and identical inputs may produce different outputs at different times; and (d) Customer is solely responsible for reviewing, verifying, and approving all AI Outputs before relying on them for any business, accounting, tax, financial, regulatory, or legal purpose.

3.2 No Professional Advice

REALBOOKS IS NOT A CERTIFIED PUBLIC ACCOUNTING FIRM, A LAW FIRM, A TAX PREPARER, A FIDUCIARY, A REGISTERED INVESTMENT ADVISER, A BROKER-DEALER, A REAL ESTATE BROKERAGE, OR A LICENSED PROFESSIONAL SERVICES PROVIDER. THE PLATFORM, THE DOCUMENTATION, AND ALL AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND RECORD-KEEPING PURPOSES ONLY AND DO NOT CONSTITUTE ACCOUNTING, AUDIT, ATTEST, TAX, LEGAL, INVESTMENT, FIDUCIARY, REAL ESTATE, INSURANCE, OR OTHER PROFESSIONAL ADVICE. NO ATTORNEY-CLIENT, ACCOUNTANT-CLIENT, FIDUCIARY, OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED BETWEEN CUSTOMER AND REALBOOKS BY USE OF THE PLATFORM.

3.3 Customer Responsibility for Tax and Financial Decisions

Customer is solely responsible for: (a) the accuracy, completeness, and lawfulness of all Customer Data and all financial, accounting, and tax positions reflected in or derived from the Platform; (b) the preparation, review, and filing of all tax returns, financial statements, regulatory filings, and other reports; (c) compliance with all applicable accounting standards (including U.S. GAAP, IFRS, or other applicable frameworks), Internal Revenue Code provisions, state and local tax laws, transient occupancy and short-term rental tax obligations, sales and use tax obligations, and depreciation and cost-segregation methodologies; (d) retention of qualified, licensed professionals (such as a CPA, enrolled agent, tax attorney, or licensed real estate professional) to review and advise on material accounting, tax, legal, and investment decisions; and (e) maintaining independent books, records, and source documents as required by law. Any cost-segregation feature, depreciation estimate, deduction suggestion, classification, or other tax-related output produced by the Platform is preliminary and informational only and must be reviewed and validated by a qualified tax professional before being used in any tax filing or financial statement.

3.4 No Reliance

CUSTOMER EXPRESSLY DISCLAIMS ANY RELIANCE ON AI OUTPUTS, PLATFORM-GENERATED REPORTS, OR ANY OTHER OUTPUT OF THE PLATFORM AS A SUBSTITUTE FOR THE INDEPENDENT JUDGMENT OF QUALIFIED LICENSED PROFESSIONALS. REALBOOKS SHALL HAVE NO LIABILITY ARISING FROM CUSTOMER'S RELIANCE ON ANY AI OUTPUT, REPORT, CALCULATION, OR RECOMMENDATION PROVIDED BY OR THROUGH THE PLATFORM.

3.5 Ownership of AI Outputs

As between Customer and RealBooks, and subject to RealBooks's underlying intellectual property rights in the Platform and the AI models, Customer owns the specific AI Outputs generated for Customer based on Customer Data, to the extent such ownership is permitted by applicable law. Customer acknowledges that AI Outputs are generated by general-purpose models and that similar or identical AI Outputs may be generated for other customers, and Customer therefore makes no claim to exclusivity in any non-original output. RealBooks retains all rights in the underlying models, weights, prompts, agent architectures, and Platform components used to generate AI Outputs.

4. Customer Data

4.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights, consents, and authorizations necessary for RealBooks to process Customer Data as contemplated by this Agreement, including consents required to ingest data from Customer's email accounts, banking institutions, Amazon Business or similar accounts, and other Third-Party Services.

4.2 License to RealBooks

Customer grants RealBooks a worldwide, non-exclusive, royalty-free license during the Subscription Term and for a reasonable period thereafter to host, copy, transmit, display, process, and use Customer Data solely as necessary to: (a) provide and maintain the Platform; (b) prevent or address service, security, or technical issues; (c) comply with legal obligations or enforce this Agreement; (d) generate AI Outputs requested by Customer; and (e) create Aggregated Data as defined below.

4.3 Aggregated and De-Identified Data

RealBooks may collect, generate, and use data and information derived from Customer's use of the Platform in aggregated and de-identified form that does not directly or indirectly identify Customer or any Authorized User ("Aggregated Data") for any lawful business purpose, including without limitation operating, improving, analyzing, training, and developing the Platform, AI models, agents, benchmarks, market analyses, and new products and services. RealBooks shall not publicly disclose Aggregated Data in any manner that identifies Customer.

4.4 AI Model Training

Except for use of Aggregated Data as described above, RealBooks will not use Customer's identified, non-aggregated Customer Data to train its general-purpose AI models without Customer's consent. RealBooks may, however, use Customer Data to train, fine-tune, and improve Customer-specific or tenant-specific model behavior, classification heuristics, and continuous-learning features that operate within Customer's tenant for Customer's benefit. Where the Platform makes use of third-party AI providers, such providers process Customer Data subject to their own published policies, which RealBooks selects with reasonable diligence to align with the foregoing.

4.5 Customer Backups

While RealBooks maintains commercially reasonable backup and recovery procedures, Customer is responsible for maintaining its own independent backups and copies of Customer Data and source documents (including original receipts, statements, contracts, and tax records) sufficient to satisfy Customer's record-retention obligations under applicable law. RealBooks shall not be liable for any loss, corruption, or unavailability of Customer Data except to the extent caused by RealBooks's gross negligence or willful misconduct, and in any event only as set forth in Sections 9 and 10.

4.6 Data Security

RealBooks will maintain a written information security program that includes administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, in a manner consistent with generally accepted industry standards for SaaS providers of similar size and in similar industries. RealBooks may modify the security program from time to time, provided that the overall level of protection is not materially diminished.

5. Third-Party Services and Integrations

The Platform may interoperate with, retrieve data from, or send data to Third-Party Services. Customer's use of any Third-Party Service is governed solely by the terms and policies of the applicable third party. RealBooks does not control Third-Party Services and makes no representation or warranty regarding their performance, availability, accuracy, security, or compliance with Customer's requirements. Customer is responsible for: (a) obtaining and maintaining all necessary licenses, accounts, and credentials for Third-Party Services; (b) compliance with the terms of service of all Third-Party Services, including without limitation any restrictions on automated access, scraping, or data sharing imposed by such services; and (c) all consequences of authorizing RealBooks to access Third-Party Services on Customer's behalf. RealBooks may suspend or modify any integration if a Third-Party Service ceases to be available, modifies its terms, or if RealBooks reasonably believes continued integration creates legal, security, or operational risk.

6. Fees and Payment

6.1 Fees

Customer shall pay all fees set forth in the applicable Order Form or subscription record. Except as otherwise expressly stated, all fees are non-refundable and are payable in U.S. dollars.

6.2 Billing and Payment

Subscription fees are billed in advance on a recurring basis (monthly or annually as selected). Customer authorizes RealBooks (and its payment processor) to charge Customer's designated payment method on each renewal date. If a payment fails, RealBooks may, after reasonable notice, suspend Customer's access until amounts are paid. Late amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

6.3 Taxes

Fees are exclusive of all taxes, levies, and duties (other than taxes on RealBooks's net income). Customer shall be responsible for paying all applicable sales, use, value-added, and similar taxes.

6.4 Fee Changes

RealBooks may change fees for any subsequent renewal term upon at least thirty (30) days' notice before the renewal date. Continued use of the Platform after the renewal date constitutes acceptance of the new fees.

6.5 Founding Member Pricing

RealBooks may from time to time offer promotional "Founding Member" pricing, represented as locked in for the life of the subscription. Any such Founding Member rate is tied exclusively to the specific subscription tier under which it was granted, and applies only for as long as Customer remains continuously subscribed, without interruption, to that same tier. The Founding Member rate is not transferable to any other tier. If Customer upgrades, downgrades, cancels, allows the subscription to lapse, or otherwise changes to a different subscription tier, the Founding Member rate terminates immediately upon that change and does not carry over to the new tier, nor does it reattach upon any subsequent re-subscription to the original tier. Standard, then-current pricing for the applicable tier will apply following any such upgrade, downgrade, cancellation, lapse, or re-subscription. Nothing in this Section 6.5 limits RealBooks's rights under Section 6.4 (Fee Changes) with respect to non-Founding-Member pricing.

7. Term and Termination

7.1 Term

This Agreement begins on the Effective Date and continues for the Subscription Term set forth in the applicable Order Form. Unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term, the Subscription Term will automatically renew for successive periods equal to the initial term.

7.2 Termination for Cause

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice of the breach. RealBooks may also terminate or suspend access immediately, without notice, if: (a) Customer fails to pay fees when due; (b) Customer violates Section 2.4 (Restrictions), Section 3 (AI/Professional Advice), or Section 4 (Customer Data); (c) Customer's use creates a security, legal, or operational risk to RealBooks, other customers, or Third-Party Services; or (d) Customer becomes the subject of a bankruptcy, insolvency, or assignment for the benefit of creditors.

7.3 Effect of Termination

Upon termination or expiration: (a) all rights granted to Customer terminate; (b) Customer shall cease use of the Platform; (c) Customer shall pay all amounts accrued and outstanding; and (d) for thirty (30) days after termination, Customer may export Customer Data using export tools made available by RealBooks. Thereafter, RealBooks may delete Customer Data, except to the extent retention is required by law or for legitimate business purposes (such as Aggregated Data, audit logs, or backups subject to standard retention cycles).

7.4 Survival

Sections 1, 2.3, 2.4, 3, 4.3, 4.4, 4.5, 6, 7.3, 7.4, 8, 9, 10, 11, 12, 13, and any other provision that by its nature should survive, will survive termination or expiration of this Agreement.

8. Intellectual Property

8.1 RealBooks IP

The Platform, Documentation, AI models, agent architectures, prompts, workflows, training data (other than Customer Data), software, designs, trademarks (including "RealBooks," "AGL," "Penny," "Dollar Bill," "Uncle Sam," and any related logos), and all related intellectual property are and shall remain the exclusive property of RealBooks and its licensors.

8.2 Feedback

If Customer or any Authorized User provides RealBooks with any suggestions, ideas, enhancement requests, recommendations, comments, or other feedback ("Feedback"), Customer grants RealBooks a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without attribution or compensation to Customer.

9. Warranties and Disclaimers

9.1 Limited Warranty

RealBooks warrants that, during the Subscription Term, the Platform will perform substantially in accordance with the Documentation under normal use. Customer's exclusive remedy and RealBooks's entire liability for breach of this warranty is, at RealBooks's option: (a) to use commercially reasonable efforts to correct the non-conformity; or (b) if RealBooks cannot correct the non-conformity within a reasonable period, to terminate the affected subscription and refund a prorated portion of prepaid fees for the remaining term.

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE PLATFORM, AI OUTPUTS, DOCUMENTATION, AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND REALBOOKS AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, QUIET ENJOYMENT, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, REALBOOKS DOES NOT WARRANT THAT: (a) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (b) ANY DATA, REPORT, OR AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE; (c) DEFECTS WILL BE CORRECTED; OR (d) THE PLATFORM IS COMPLIANT WITH ANY PARTICULAR ACCOUNTING STANDARD, TAX REGIME, OR REGULATORY FRAMEWORK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THE FOREGOING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification

10.1 Indemnification by RealBooks

RealBooks shall defend Customer against any third-party claim alleging that the Platform, when used as authorized under this Agreement, infringes or misappropriates such third party's U.S. patent, copyright, trademark, or trade secret, and shall indemnify Customer for amounts finally awarded against Customer or paid in settlement approved by RealBooks. RealBooks shall have no obligation under this Section 10.1 for any claim arising from: (a) Customer Data; (b) modifications to the Platform not made by RealBooks; (c) combination of the Platform with other products, services, or data not provided by RealBooks; (d) use of the Platform in violation of this Agreement or applicable law; or (e) AI Outputs (which are governed by Section 10.2). If the Platform is or, in RealBooks's reasonable opinion, is likely to become the subject of an infringement claim, RealBooks may, at its option: (i) modify the Platform to be non-infringing; (ii) obtain a license permitting continued use; or (iii) terminate the affected subscription and refund a prorated portion of prepaid, unused fees. THIS SECTION 10.1 STATES REALBOOKS'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

10.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless RealBooks, its Affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party right or law; (b) Customer's or any Authorized User's use of the Platform in violation of this Agreement, the Documentation, or applicable law; (c) Customer's tax filings, financial statements, regulatory submissions, or business decisions, including any claim by a tax authority, investor, lender, tenant, partner, co-owner, or counterparty of Customer; (d) Customer's reliance on AI Outputs or Platform-generated reports; (e) Customer's use of any Third-Party Service or Customer's breach of the terms of any Third-Party Service; and (f) Customer's gross negligence, willful misconduct, or fraud.

10.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) provide reasonable cooperation in the defense (at the indemnifying party's expense); and (c) grant the indemnifying party sole control of the defense and settlement, provided that no settlement imposing liability or admitting fault on the indemnified party may be made without its prior written consent (not to be unreasonably withheld).

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REALBOOKS OR ITS LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR FOR ANY TAX-RELATED PENALTIES, INTEREST, ASSESSMENTS, AUDIT COSTS, ACCOUNTING RESTATEMENTS, OR FINANCIAL REPORTING COSTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REALBOOKS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, AND ALL AI OUTPUTS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (a) THE FEES ACTUALLY PAID BY CUSTOMER TO REALBOOKS FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE THOUSAND U.S. DOLLARS ($1,000) IF NO FEES HAVE BEEN PAID. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, INCIDENTS, AND CAUSES OF ACTION.

11.3 Allocation of Risk

The parties agree that the limitations and exclusions in this Section 11 are an essential basis of the bargain between them, that the fees reflect this allocation of risk, and that the limitations apply even if any limited remedy fails of its essential purpose.

11.4 Exceptions

The limitations in Sections 11.1 and 11.2 shall not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 10.2; (c) Customer's violation of Section 2.4 (Restrictions) or RealBooks's intellectual property rights; or (d) liability that cannot be excluded or limited under applicable law.

12. Confidentiality

Each party (the "Receiving Party") may have access to non-public information of the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). The Platform, Documentation, pricing, AI model architectures, prompts, and roadmap information are RealBooks's Confidential Information. Customer Data is Customer's Confidential Information. The Receiving Party shall: (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (c) limit access to those of its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Section. Confidential Information does not include information that: (i) is or becomes public without breach; (ii) was rightfully known prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Compelled disclosures pursuant to law or court order are permitted, provided the Receiving Party gives prompt notice (where lawful) and reasonable cooperation in seeking protective treatment.

13. Dispute Resolution; Governing Law; Arbitration

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal Resolution

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by negotiation between executives with authority to settle. If the dispute is not resolved within thirty (30) days, either party may proceed under Section 13.3.

13.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement or the Platform, including the validity or scope of this arbitration provision, shall be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Rules for claims under $250,000). The arbitration shall be conducted in Sarasota County, Florida, by a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek preliminary injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

13.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF SECTION 13.3 SHALL BE NULL AND VOID, BUT THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN EFFECT.

13.5 Time Limit

Any claim arising out of or relating to this Agreement or the Platform must be filed within one (1) year after the cause of action arose; otherwise, it is permanently barred.

14. General Provisions

14.1 Modifications

RealBooks may modify this Agreement from time to time. Material changes will be communicated to Customer by email or in-Platform notice at least thirty (30) days before they take effect. Continued use of the Platform after the effective date of changes constitutes acceptance. If Customer does not agree, Customer's sole remedy is to terminate the subscription before the effective date and request a prorated refund of prepaid, unused fees.

14.2 Notices

Notices to RealBooks must be sent to: RealBooks, Inc., Attn: Legal, Sarasota, Florida, with an electronic copy to legal@realbooks.io. Notices to Customer may be sent to the email address on file. Notices are deemed given upon receipt (or on the next business day if sent after business hours).

14.3 Assignment

Customer may not assign or transfer this Agreement, by operation of law or otherwise, without RealBooks's prior written consent. RealBooks may assign this Agreement, in whole or in part, without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.

14.4 Force Majeure

Neither party shall be liable for any delay or failure in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, third-party service failures, cyberattacks, pandemics, or natural disasters.

14.5 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

14.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and does not confer any rights on any third party.

14.7 Severability; Waiver

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full effect. Failure to enforce any right is not a waiver of that right or any future enforcement.

14.8 Export Controls and Sanctions

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not on any U.S. government restricted-party list. Customer shall not use the Platform in violation of any U.S. export control or sanctions law.

14.9 U.S. Government Customers

If the Platform is licensed to a U.S. Government end user, it is licensed only with those rights set forth in this Agreement and as "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202.

14.10 Publicity

RealBooks may identify Customer by name and logo as a customer of the Platform on its website and in marketing materials, in a manner consistent with Customer's brand guidelines. Customer may opt out at any time by written notice to RealBooks.

14.11 Entire Agreement; Order of Precedence

This Agreement, together with each Order Form and any exhibits or addenda referenced herein, constitutes the entire agreement between the parties regarding the Platform and supersedes all prior or contemporaneous agreements, proposals, or representations on the subject matter. In the event of conflict, the order of precedence is: (1) the Order Form; (2) any executed addendum; (3) this Agreement; (4) the Documentation. Any pre-printed terms on a Customer purchase order or similar document are expressly rejected and have no effect.

14.12 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.

This Agreement is accepted electronically by accessing or using the Platform, as described in the introduction above. No physical signature is required for standard subscription customers; negotiated commercial agreements may incorporate this Agreement by reference in an executed Order Form.