PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY KIRBY REPORTS, INC. (“KIRBY REPORTS”). BY CHECKING “AGREE” WHERE THESE TERMS ARE PRESENTED TO YOU IN THE KIRBY REPORTS REGISTRATION PROCESS, OR OTHERWISE USING THE KIRBY REPORTS SERVICES IN ANY MANNER (THE DATE ON WHICH THE EARLIER OCCURS, THE “EFFECTIVE DATE”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Access to the Service. Subject to Customer’s compliance with the terms and conditions of this Agreement, Kirby Reports grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use Kirby Reports’ AI-driven HOA summarization services, selected by Customer on the HOAHero.ai website, in the form provided by Kirby Reports to Customer (collectively, the “Service,” or “Services”), for the internal business purposes of Customer, only as provided herein. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use.

2. Service Updates. From time to time, Kirby Reports may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Kirby Reports shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Kirby Reports may make improvements and modifications to the Services at any time in its sole discretion.

3. Customer Data and Privacy. “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer in the course of using the Service. Customer retains all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Kirby Reports, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Kirby Reports as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Kirby Reports shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Kirby Reports is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service to the extent due to Customer’s act or omission. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Kirby Reports may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Kirby Reports’ business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Kirby Reports’ products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Kirby Reports in connection with Customer’s use of the Service, but only in aggregate, de-identified form which is not linked specifically to Customer.

4. Rights and Restrictions.

1. As between the parties, Kirby Reports retains all right, title, and interest in and to the Services (including any output generated by or in connection with the Services (“Output”), which Output is deemed part of the Services and subject to the restrictions set forth herein), and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Kirby Reports for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) is deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.
2. Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party, except as expressly permitted by Section 4(c) below; (v) remove or otherwise alter any proprietary notices, labels, or Disclaimers (defined below) from the Service or any portion thereof, including the Output; (vi) use the Service to build an application or product that is competitive with any Kirby Reports product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Kirby Reports may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data onto the Service. Customer shall (x) use the Service in compliance with all laws (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (y) not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
3. The Output includes summary reports of HOA disclosures, based on Customer Data provided by Customer (the “Reports”). Customer may only use each Report, in the form it is provided to Customer by Kirby Reports, to provide a potential real estate buyer, who is interested in purchasing a property subject to certain HOA disclosures (“Potential Buyer”), as well as the listing agent, real estate broker, transaction coordinator and settlement agent involved in the potential purchase (collectively with Potential Buyer the “Authorized Users”), with summary information regarding such HOA disclosures. Without limiting the foregoing, Customer will not provide the Report to anyone other than the applicable Potential Buyer, will not permit any lender or subsequent buyer to rely on the Report in any manner, and will not make any representations or warranties regarding the Report that are in conflict with the terms of this Agreement. Without limiting the foregoing, the Output may contain automatically generated disclaimers (the “Disclaimers”); the Customer must not remove or amend any such Disclaimer in any fashion.
4. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Kirby Reports with respect to the Service (“Feedback”). Notwithstanding anything else, Customer shall, and hereby does, grant to Kirby Reports a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Kirby Reports’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
5. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

5. Fees; Payment. Customer shall pay Kirby Reports the fees listed online at the Services pricing and order page (“Fees”). Fees are charged on a per-Report basis, and credits for multiple Reports may be purchased simultaneously (a “Package”). All Fees will be charged to Customer via Kirby Reports’ then-current payment processor. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Kirby Reports’ net income). All Fees paid are non-refundable (except as expressly set forth in Section 8) and are not subject to set-off. Fees may change at any time upon Kirby Reports’ amendment of the Services pricing and order page and will apply on a go-forward basis; for clarity, such Fee adjustments will not affect the price of Packages that have already been pre-purchased by Customer as of the adjustment date. The Services (including the Reports) are licensed, not sold, regardless of the use of the term “purchased” herein.

6. Confidentiality. From time to time during the Term, either party may disclose or make available to the other party nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). For the avoidance of doubt, Kirby Reports’ Confidential Information includes the Services and any pricing information relating thereto. Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the receiving party at the time of disclosure without restriction; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without access to or use of the Confidential Information. As the receiving party, each party will (i) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and (ii) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date such Confidential Information is first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. [Vendor Integrations. Customer acknowledges and agrees that (a) the Service may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer) (“Vendor Integrations”), including via use of application programming interfaces (APIs) provided by such Vendor Integrations, (b) the availability and operation of the Service or certain portions thereof may be dependent on Kirby Reports’ ability to access such Vendor Integrations, and (c) Customer’s failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Service. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. Kirby Reports cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.

8. Term; Termination. This Agreement shall commence upon the Effective Date, and shall continue until terminated by either party, for convenience or for the other party’s breach hereof, upon notice to the other party (the “Term”). If this Agreement is terminated (a) by Customer for Kirby Reports’ demonstrated material breach hereof, (b) by Customer in connection with changes to this Agreement as set forth in Section 13(c), or (c) by Kirby Reports for convenience, and if, as of the date of a termination pursuant to such subsections (a)-(c), Customer has pre-paid for a Package for which Reports remain unused, Kirby Reports will grant to Customer a pro-rata refund of Fees pre-paid for such Package, based on the number of Reports unused as of such termination date. Upon termination of this Agreement, Customer will lose access to its Services account, including all Customer Data and Reports therein. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, Reports downloaded to Customer’s personal device prior to termination hereof may continue to be used by Customer following termination subject to all restrictions set forth herein, but any other use of the Services following termination is expressly prohibited.

9. Warranty; Disclaimer.

1. Kirby Reports represents and warrants to Customer that (i) it will perform the Services in a professional and workmanlike manner, and (ii) to its knowledge, the Reports will be a reasonably accurate summary of the Customer Data comprised of HOA disclosures.
2. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10(A), THE SERVICES (INCLUDING ALL OUTPUT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) THE SERVICES INCLUDE ARTIFICIAL INTELLIGENCE FEATURES THAT ARE INHERENTLY EXPERIMENTAL AND ARE NOT GUARANTEED TO PRODUCE A DESIRED OR EXPECTED OUTCOME, (II) OUTPUT IS BASED ON CUSTOMER DATA AND AS SUCH, MAY BE INACCURATE, BIASED, OR INFRINGING, AND CUSTOMER IS RESPONSIBLE FOR REVIEWING OUTPUT BEFORE USE FOR ANY PURPOSE. THE SERVICES AND THE OUTPUT ARE NOT LEGAL OR FINANCIAL ADVICE AND CUSTOMER (AND ANY POTENTIAL BUYER) MUST CONSULT WITH ITS OWN LEGAL AND FINANCIAL ADVISORS IN CONNECTION WITH USE THEREOF.

10. Indemnification. Kirby Reports shall defend, indemnify, and hold harmless Customer from a claim brought by an unaffiliated third party Potential Buyer (each, a “Claim”), and expenses payable to unaffiliated third parties (including reasonable attorneys’ fees) attributable to such Claim (“Losses”), arising from Kirby Reports’ breach of its warranties set forth in Section 9(a); provided that Customer provides Kirby Reports with: (a) prompt written notice of any Claim, (b) sole control over the defense and settlement of any Claim, and (c) reasonable information and assistance in connection with such defense and settlement (at Kirby Reports’ expense). The foregoing obligations of Kirby Reports do not apply (i) with respect to any information, technology, materials or data (or any portions or components of the foregoing) to the extent (A) not created or provided by Kirby Reports (including without limitation any Customer Data), (B) modified in any manner after delivery by Kirby Reports, including removal or alteration of any Disclaimer, (C) combined with other products, processes or materials not provided by Kirby Reports (where the alleged Losses arise from or relate to such combination), (ii) to the extent Losses arise from Customer’s breach of this Agreement (collectively (i)-(ii), the “Excluded Matters”). Customer shall defend, indemnify, and hold harmless Customer from any Claim, and associated Losses, arising from the Excluded Matters.

11. Limitation of Liability. IN NO EVENT SHALL KIRBY REPORTS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR.

12. Arbitration; Waivers of Jury Trial and Class Action. The following ARBITRATION AGREEMENT requires Customer to arbitrate certain disputes and claims with Kirby Reports and limits the manner in which Customer can seek relief from Kirby Reports.

1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Alameda County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Small Claims Court; Infringement. Either Customer or Kirby Reports may assert claims, if they qualify, in small claims court in Alameda County, California or any United States county where Customer lives or works. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
3. Waiver of Jury Trial. CUSTOMER AND KIRBY REPORTS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. Customer and Kirby Reports are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between Customer and Kirby Reports over whether to vacate or enforce an arbitration award, CUSTOMER AND KIRBY REPORTS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Customer nor Kirby Reports is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 12(g) below.
5. Opt-out. Customer has the right to opt out of the provisions of this Section by sending written notice of Customer decision to opt out to the following address: 490 43rd St, Suite 1001, Oakland CA 94609, postmarked within thirty (30) days of executing this Agreement. Customer must include (i) Customer’s name and residence address, (ii) the email address and/or telephone number associated with Customer, and (iii) a clear statement that Customer wants to opt out of this Agreement’s arbitration agreement.
6. Exclusive Venue. If Customer sends the opt-out notice as set forth in Section 12(f) and/or in any circumstances where the foregoing arbitration agreement permits either Customer or Kirby Reports to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both Customer and Kirby Reports agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Alameda County, California, or the federal district in which that county falls.
7. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of Customer’s relationship with Kirby Reports.

13. Miscellaneous.

1. This Agreement represents the entire agreement between Customer and Kirby Reports with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Kirby Reports with respect thereto. There are no third party beneficiaries to this Agreement, including any Potential Buyer.
2. Except as set forth in subsection (c) below, all notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to (i) in the case of Kirby Reports, 490 43rd St, Suite 1001, Oakland CA 94609, and (ii) in the case of Customer, the contact details provided by Customer at the time of registration for the Services. Either party may update these contact details by giving notice in accordance with this section.
3. Kirby Reports may amend the terms of this Agreement at any time by providing notice to Customer via email or by some other means (including by posting a notice on the Services); if Customer does not agree to such changes, it may (as its sole remedy) terminate this Agreement within ten (10) days after such notice is given by Kirby Reports. Except as set forth in the previous sentence, any provision of this Agreement may be amended or waived only by a writing executed by both parties.
4. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
5. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business or assets relating to this Agreement, and (ii) Kirby Reports may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
6. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.
7. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.