MASTER SERVICES AGREEMENT

DRAFT — FOR LEGAL REVIEW. This template mirrors industry-standard B2B SaaS MSA structure (modeled after the Crossmint, Inc. MSA dated May 18, 2026, executed by ROOF10X as a downstream customer). It is intended to be the upstream MSA that ROOF10X executes with its contractor customers. Final form must be reviewed by Texas-licensed counsel before use.

This Master Services Agreement ("MSA"), together with all Exhibits attached hereto and each applicable Order Form (collectively, the "Agreement"), is made and entered into as of the date of the later signature on the first Order Form executed hereunder (the "Effective Date") by and between ROOF10X, Inc. (d/b/a "ROOF10X"), a Delaware corporation with offices at 11801 Domain Blvd, 3rd Floor, Austin, TX 78758, and the customer identified in the signature block of the relevant Order Form ("Customer" and, together with ROOF10X, hereinafter, jointly, the "Parties" and, individually, a "Party"). By entering into an Order Form or otherwise accessing and/or using the Services, Customer acknowledges and agrees that it has read, understands, and agrees to be bound by this Agreement.

1. BACKGROUND

ROOF10X has developed, and hosts, operates, and supports, an agentic operating system through which licensed roofing contractors and their authorized personnel can generate, manage, market, sell, fulfill, and service roofing projects, including without limitation: AI-driven estimation, aerial measurement, storm and lead intelligence, permit acquisition, crew scheduling, marketplace automations, and conversational AI for lead qualification and homeowner follow-up (the "Platform," as further defined below). The specific Services available to Customer shall be outlined in each Order Form. Services not specifically mentioned in an Order Form are, unless otherwise stated by ROOF10X in writing, not available for use by Customer.

2. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

2.1 "Access Protocols" means any tokens, passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer, its Authorized Users and any End Users to access the Platform and the Services.

2.2 "Affiliates" means, with respect to either Party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise, and/or (b) ownership of at least fifty percent (50%) of the voting stock, shares or interests of any such entity.

2.3 "API" means the application programming interface for sending and receiving data associated with the Platform and any libraries made available to Customer in connection therewith.

2.4 "Applicable Law" includes, without limitation, applicable federal, state, and local laws, statutes, rules, regulations, contractor-licensing requirements, lien laws, consumer-protection statutes, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Occupational Safety and Health Act (OSHA), other regulatory requirements, legal processes, orders and governmental requests.

2.5 "Authorized User" means any employee, owner, officer, or independent contractor of Customer who is identified by Customer and granted credentials by Customer to access the Services. For purposes of this definition, an "independent contractor" must be a natural person performing services for Customer pursuant to a direct, written agreement.

2.6 "Marketplace Service" means the one-time-purchase automation, template, and AI-agent storefront available through the Platform at https://roof10x.com/marketplace, through which Customer (and where permitted, third-party developers) may purchase or list pre-built automations, agent templates, and integration kits. ROOF10X acts as merchant of record for transactions executed through the Marketplace Service.

2.7 "Generated Outputs" means any estimates, takeoffs, measurements, schedules, proposals, AI-drafted communications, photos, reports, schedules, recommendations, or other outputs generated by, through, or with assistance from the Platform.

2.8 "Customer Digital Property" means any website, app, CRM, branded portal, or other digital property owned or controlled by Customer, as specified on an Order Form, and through which End Users authorized by Customer access and use the Platform.

2.9 "Customer IP" means any artwork, materials, designs, content, software programs, works of authorship, logos, trademarks, brands, photos, drone imagery, project files, customer lists, and other intellectual property (i) uploaded by Customer to the Platform; (ii) submitted by Customer through the API; or (iii) generated by Customer using its own data, that is supplied by Customer in connection with the Services. For the avoidance of doubt, Customer IP does not include Generated Outputs to the extent generated by ROOF10X models or workflows, and does not include Usage and Performance Data.

2.10 "ROOF10X IP" means the Platform, the API, the SDK, all ROOF10X models (including all ROOF_OS agents, scoring engines, estimation engines, and underlying machine-learning models), all ROOF10X-supplied templates, documentation, brand assets, and any derivatives or improvements thereto, including all intellectual property rights therein.

2.11 "End User" means any natural person or entity (including without limitation a homeowner, property owner, insurance adjuster, or third-party referrer) who is not an Authorized User but who interacts with the Customer Digital Property, the Services, or Generated Outputs.

2.12 "End User Terms" means the contracts, terms of service, privacy notices, and disclosures that Customer is required by Section 8.4 to maintain with each End User.

2.13 "Lead" means any End User identifier, contact, property address, claim record, or related data routed to or generated by the Platform's lead-generation, storm-tracking, permit-scraping, or referral surfaces.

2.14 "Order Form" means a written order, signed by both Parties, that references this MSA and identifies the specific Services, fees, Subscription Term, and any deal-specific terms applicable to Customer.

2.15 "Platform" means, collectively, ROOF_OS, the Marketplace Service, Storm Tracker, Permit Intelligence, Crew Portal, the Estimator, the Conversational AI Agents, CRM Integrations, and any other ROOF10X-hosted product feature made available to Customer pursuant to an Order Form.

2.16 "SDK" means the ROOF10X software development kit (including without limitation client libraries, sample code, and developer documentation).

2.17 "Subscription Term" means the duration of Customer's access to the subscription Services as specified in the applicable Order Form, including any renewals.

2.18 "Support Services" means the standard support and incident response provided by ROOF10X as further described in Exhibit B (Support & SLA) or in the applicable Order Form.

2.19 "Third-Party Developer" means an independent third party who lists, sells, or publishes a template, automation, or AI agent on the Marketplace Service.

2.20 "Usage and Performance Data" means any de-identified telemetry, logs, model-improvement signals, aggregated performance metrics, and operational data generated through Customer's, Authorized Users', or End Users' use of the Platform.

2.21 "Work Product" means any Generated Outputs, code, automation, configuration, or deliverable created by ROOF10X for Customer pursuant to a Statement of Work attached to an Order Form.

Additional terms are defined throughout this Agreement and in the Exhibits and Supplemental Terms.

3. PROVISION OF SERVICES

3.1 Access. Subject to the terms of this Agreement and payment of all applicable Fees, ROOF10X grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business operations and in accordance with the applicable Order Form and the Documentation.

3.2 ROOF_OS. ROOF10X will provide Customer with access to the ROOF_OS subscription tier specified on the Order Form, including the AI estimation, project management, scheduling, and conversational-agent surfaces. Specific seat counts, agent allocations, and feature gating are defined per Order Form.

3.3 Marketplace Service. Customer may purchase one-time AI automations, templates, and agent kits through the Marketplace Service. ROOF10X acts as merchant of record for Marketplace purchases and remits net proceeds to Third-Party Developers under separate developer agreements. Marketplace items are sold subject to the Marketplace Terms of Sale and the no-refund policy at https://roof10x.com/refund-policy, subject in each case to the Cancellation of Insurance Exception described in Section 5.4.

3.4 Storm Tracker; Permit Intelligence; Lead Intelligence. ROOF10X will provide Customer with access to its proprietary storm-event, hail-impact, permit-filing, and lead-routing surfaces. Customer acknowledges that all Lead and storm data is provided on an "as-is" basis, is sourced from third parties and public records, and is not warranted to be accurate, complete, or current. Customer is solely responsible for verifying Leads, complying with TCPA, CAN-SPAM, state-specific door-knocking ordinances, and any HOA, municipal, or insurance-carrier rules applicable to its outreach.

3.5 Estimator and Aerial Measurement. The ROOF10X Estimator generates estimates, takeoffs, and measurements from aerial imagery, drone data, photos, and Customer-supplied inputs. Generated Outputs are illustrative model outputs and not a binding bid, professional engineering opinion, or insurance scope. Customer is solely responsible for verifying every Generated Output before presenting it to an End User, signing a contract based on it, or submitting it to any insurance carrier or governmental authority.

3.6 Conversational AI Agents. ROOF10X will make available conversational AI agents capable of qualifying leads, handling SMS/email/voice follow-up, and scheduling appointments on Customer's behalf. Customer is solely responsible for: (a) obtaining all consents required by Applicable Law (including, without limitation, prior express written consent under the TCPA where required); (b) configuring the agents to use Customer's own approved scripts; (c) honoring all opt-out, do-not-call, and suppression requests; and (d) maintaining its own DNC, suppression, and consent records.

3.7 Crew Portal and Scheduling. ROOF10X will provide Customer with access to a crew portal for dispatch, scheduling, time tracking, and safety attestations. Customer is solely responsible for OSHA compliance, workers'-compensation insurance, wage-and-hour compliance, and verification of its Authorized Users' eligibility to work.

3.8 CRM Integrations. ROOF10X will make available pre-built integrations with third-party CRMs, ERPs, and financial systems. Customer's use of any third-party system is subject to that third party's terms; ROOF10X is not responsible for the availability or accuracy of any third-party system.

3.9 Support Services. ROOF10X will provide the Support Services described in Exhibit B or the applicable Order Form. Support levels above the default may be purchased on an Order Form.

4. INTELLECTUAL PROPERTY LICENSE

4.1 License Grant from ROOF10X. Subject to the terms and conditions of this Agreement, ROOF10X grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use the Platform via the Access Protocols; (b) call the API in accordance with the Documentation and within applicable rate limits; (c) embed ROOF10X-provided widgets or iframes into the Customer Digital Property as expressly permitted; (d) use the SDK solely for the purpose of integrating Customer Digital Property with the Platform; and (e) use Generated Outputs in Customer's internal business operations and in Customer's contracting, estimating, marketing, and project-fulfillment activities, subject to Section 4.3 and Section 8.

4.2 Powered by ROOF10X. Customer agrees that, when displaying any AI-generated estimate, AI-drafted message, AI-generated proposal, or AI agent communication to an End User, Customer will display a "Powered by ROOF10X" or substantially similar attribution as required by the Documentation, unless waived in writing on an Order Form (typically available on the Pro and Enterprise tiers).

4.3 Ownership.

4.3.1 ROOF10X IP. As between the Parties, ROOF10X owns and retains all right, title, and interest in and to the ROOF10X IP, including all models, weights, prompts, templates, system designs, and Usage and Performance Data. No rights are granted to Customer other than the limited license expressly set forth in Section 4.1.

4.3.2 Generated Outputs. As between the Parties, Customer owns the Generated Outputs that are produced specifically for Customer's projects when used in accordance with this Agreement, except that Customer grants ROOF10X a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, store, transform, and create derivative works of such Generated Outputs (and the inputs that produced them) for the purposes of operating, securing, debugging, evaluating, training, and improving the ROOF10X IP and Services. Customer represents that it has all rights necessary to grant this license, including with respect to any Customer IP or End User data embedded in such inputs.

4.3.3 Feedback. Any feedback, suggestions, ideas, or comments provided by Customer or its Authorized Users regarding the Platform or the Services ("Feedback") is hereby assigned to ROOF10X without restriction or compensation. Customer waives any moral rights in such Feedback.

4.4 Open Source. The Services may include third-party open-source components, which are licensed under their own terms. Such terms govern Customer's use of those components to the extent they conflict with this Agreement.

4.5 Customer IP. Customer retains all right, title, and interest in and to Customer IP. Customer grants ROOF10X a worldwide, non-exclusive, royalty-free license, during the Term and for a reasonable period thereafter, to use, host, copy, transmit, display, and create derivative works of Customer IP solely to provide the Services, to enforce this Agreement, and to comply with Applicable Law. Customer further grants ROOF10X a perpetual, irrevocable, royalty-free, sublicensable license to use Customer IP in de-identified, aggregated, and statistical form as part of Usage and Performance Data.

4.6 Usage and Performance Data. Customer acknowledges that ROOF10X may collect, retain, and use Usage and Performance Data in perpetuity, for any lawful purpose, including without limitation improving the Services, training and fine-tuning ROOF10X models, benchmarking, security, fraud prevention, and product development. ROOF10X owns all Usage and Performance Data.

5. MARKETPLACE PURCHASE AGREEMENTS

5.1 Purchase Agreement Terms. Each Marketplace purchase is a separate purchase agreement between ROOF10X and the purchasing Authorized User on behalf of Customer ("Purchase Agreement"). All Marketplace pricing displayed on https://roof10x.com/marketplace is binding at the time of purchase. Customer agrees that any pricing it offers to Marketplace Third-Party Developers will be no less favorable to ROOF10X than Customer's standard commercial terms for the equivalent product or service offered through any other channel.

5.2 End User Disputes. Disputes between an End User and Customer arising from Customer's use of the Services are solely between Customer and that End User. ROOF10X is not a party to any agreement between Customer and an End User and has no obligation to mediate, refund, or otherwise resolve such disputes.

5.3 Third-Party Beneficiaries. End Users are intended third-party beneficiaries of Customer's End User Terms and of Customer's compliance with Section 6, Section 8.4, Section 8.7, and Section 8.8 of this Agreement.

5.4 Refunds; Chargebacks; Dispute Costs. All Marketplace sales are final. Customer's exclusive right to refund is limited to the Cancellation of Insurance Exception published at https://roof10x.com/refund-policy. Customer is solely responsible for any chargebacks, dispute fees, scheme penalties, or processor fines arising from purchases made on its account. Customer expressly and irrevocably authorizes ROOF10X to charge any payment method on file for any amounts due under this Section 5.4. ROOF10X may withhold up to thirty percent (30%) of any amounts otherwise payable to Customer through Marketplace developer earnings, referral bonuses, or other channels for a reasonable period not to exceed one hundred twenty (120) days to reserve against chargebacks and disputes.

5.5 Chargeback Protection. At ROOF10X's sole and absolute discretion, ROOF10X may, but is not obligated to, indemnify Customer for friendly-fraud chargebacks below US$1,500 per transaction where Customer has satisfied the documentation requirements published in the Documentation. ROOF10X may suspend or revoke chargeback protection at any time.

6. CUSTOMER REPRESENTATIONS AND WARRANTIES

6.1 Authorization. Customer represents and warrants that (a) it is a duly organized and validly existing entity in good standing in its state of formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) the individual executing the Order Form is duly authorized to bind Customer.

6.2 Compliance with Applicable Law. Customer represents, warrants, and covenants that it will at all times comply with all Applicable Law, including without limitation: (a) all state and local contractor-licensing, registration, and bonding requirements in every jurisdiction in which it operates; (b) all consumer-protection statutes (including the FTC Cooling-Off Rule and state mini-FTC statutes); (c) the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and state autodialer / prerecorded-message statutes; (d) all state mechanic's lien laws and disclosure requirements; (e) all data-protection and privacy laws applicable to its End Users (including the CCPA / CPRA and any state comprehensive privacy law); (f) all insurance-related statutes governing public adjusters, assignments of benefits, and unfair claims practices; and (g) the Occupational Safety and Health Act (OSHA) and applicable wage-and-hour law.

6.3 License and Insurance Status. Customer represents and warrants that, on the Effective Date and at all times during the Term: (a) it holds all licenses, registrations, bonds, and certificates required by every jurisdiction in which it markets or fulfills roofing services; (b) no such license, registration, bond, or certificate is suspended, revoked, on probation, or subject to any pending governmental investigation or disciplinary action; (c) it maintains commercial general liability insurance of at least US$1,000,000 per occurrence / US$2,000,000 aggregate, workers'-compensation insurance as required by Applicable Law, and commercial auto coverage as applicable; (d) it is not on any card-network terminated-merchant file (Visa TMF/MATCH or equivalent), nor has it been suspended or terminated by any acquirer, payment processor, or sponsor bank in the previous 24 months; and (e) it is not the subject of any pending criminal, regulatory, or governmental investigation related to insurance fraud, consumer fraud, contractor licensing, or labor practices.

6.4 Intellectual Property. Customer represents and warrants that it owns, or has all rights necessary to grant ROOF10X the licenses described in this Agreement to, all Customer IP, including all logos, photos, drone imagery, before/after content, customer testimonials, and brand assets submitted to or through the Platform, and that ROOF10X's use of Customer IP in accordance with this Agreement will not infringe, misappropriate, or violate the rights of any third party.

6.5 Business Activity and Payment Classification. Customer represents and warrants that its primary business activity is the lawful provision of roofing, exterior, restoration, or directly related contracting services and that its merchant category code (MCC) is properly registered with its acquirer. Customer will promptly notify ROOF10X of any change in MCC or in the nature of its business.

7. FEES AND EXPENSES; PAYMENTS

7.1 Fees. Customer will pay all fees, charges, overage amounts, and one-time fees set forth in each Order Form ("Fees"). Subscription Fees are billed in advance on the cadence specified in the Order Form (monthly or annual). Usage-based and overage Fees are billed in arrears. All Fees are non-refundable except as expressly set forth in Section 5.4 and the published Refund Policy.

7.2 Suspension. ROOF10X may suspend Customer's access to all or any portion of the Services, without liability, if any invoice remains unpaid more than ten (10) days after the due date or if ROOF10X reasonably suspects breach of Section 6, Section 8.2, or Section 8.3.

7.3 Interest. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.

7.4 Taxes. All Fees are exclusive of sales, use, value-added, and similar taxes (other than taxes on ROOF10X's net income). Customer is responsible for all such taxes.

7.5 Other Charges. Customer is responsible for any third-party fees triggered by its use of the Services, including drone-imagery sourcing fees, permit-filing fees, SMS/voice carrier fees, and integration-partner fees.

7.6 Affiliate Fees. Where ROOF10X bills Customer for the use of Affiliates' services, those Affiliate fees are part of Fees and subject to this Section 7.

8. CUSTOMER RESPONSIBILITIES

8.1 Authorized User Access. Customer is responsible for: (a) provisioning, deprovisioning, and managing Authorized User credentials; (b) the acts and omissions of each Authorized User as if they were the acts and omissions of Customer; (c) maintaining the confidentiality of the Access Protocols; and (d) immediately notifying ROOF10X of any suspected unauthorized access.

8.2 Restrictions. Customer shall not, and shall not permit any Authorized User or End User to: (a) resell, rebrand, white-label, or sublicense the Services other than as expressly permitted in writing by ROOF10X; (b) reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code of the Platform or any ROOF10X model; (c) use the Services to build, train, or improve a competing product, agent, model, or service; (d) circumvent any rate limit, security control, or feature gate; (e) use the Services in violation of any Applicable Law, including TCPA, CAN-SPAM, OSHA, or state contractor-licensing law; (f) use the Services to generate, transmit, or store any deceptive, fraudulent, defamatory, harassing, or unlawful content; (g) submit to the Platform any homeowner data, photos, or drone imagery for which Customer lacks the necessary consents and rights; (h) submit any Generated Output to an insurance carrier, governmental authority, or End User without independent professional review and verification by Customer; (i) use the Marketplace Service or the Conversational AI Agents to solicit any individual on a Do-Not-Call list or after the individual has opted out; (j) extract, scrape, or harvest Leads, addresses, or claim records in bulk for sale, lease, or distribution to any third party; (k) violate the Acceptable Use Policy published at https://roof10x.com/acceptable-use, which is incorporated by reference.

8.3 Prohibited Activities. Customer shall not, and shall not permit any Authorized User or End User to use the Services in connection with: (I) staging, fabricating, exaggerating, or otherwise misrepresenting storm or hail damage for the purpose of inducing an insurance claim; (II) preparing or submitting any estimate or scope-of-loss that Customer knows or reasonably should know to be inaccurate, inflated, or non-compliant with the carrier's policy or Xactimate / industry pricing standards in effect for the loss date and zip code; (III) acting as an unlicensed public adjuster or negotiating insurance claims in any jurisdiction in which such activity is prohibited; (IV) door-knocking, solicitation, or AOB collection in violation of any state-specific statute (including, without limitation, Florida Statute §627.7152 and similar); (V) any activity that violates the Acceptable Use Policy.

8.4 Responsibility for End Users. Customer has sole responsibility and liability for its End User relationships, including without limitation: (a) maintaining End User Terms that include (i) a clear disclosure that AI-generated estimates and AI-drafted communications are illustrative model outputs and not binding bids, professional engineering opinions, or insurance scopes; (ii) Customer's privacy notice; (iii) Customer's consumer-rescission disclosures as required by Applicable Law; (iv) Customer's payment, financing, lien, and warranty disclosures; and (v) the third-party-beneficiary rights described in Section 5.3; (b) verifying every Generated Output before presenting it to an End User or any insurance carrier; (c) obtaining all consents required by TCPA, CAN-SPAM, and state autodialer law before any outbound communication is dispatched by an AI agent; (d) honoring all opt-out, do-not-call, and unsubscribe requests within the time required by Applicable Law; (e) responding to End User disputes, complaints, and warranty claims; and (f) providing Authorized User access only to individuals who have agreed to terms substantially equivalent to this Agreement.

8.5 Competitive Use of the Services. Customer shall not use the Services, the API, or any Generated Output to develop, train, benchmark, or improve any product, model, or agent that competes with ROOF10X or the Platform.

8.6 Customer Responsibility for Data and Security. Customer is solely responsible for (a) the accuracy, quality, and legality of all data, photos, drone imagery, and content submitted to the Platform; (b) all decisions made or actions taken in reliance on Generated Outputs; (c) configuring the Services and Authorized User access in accordance with security best practices; and (d) maintaining backups of any data Customer wishes to retain independent of the Platform.

8.7 Protection of End User Data. As between the Parties, Customer is the data controller for all End User personal data submitted to or through the Platform. ROOF10X processes such data as a processor on Customer's behalf, subject to Exhibit D (Data Processing Addendum). Customer represents and warrants that it has provided all required notices and obtained all required consents for ROOF10X to process End User data as contemplated by this Agreement.

8.8 AI Outputs; No Professional Opinion. Customer expressly acknowledges and agrees that: (a) Generated Outputs are produced by probabilistic machine-learning systems and may contain errors, inaccuracies, hallucinations, or omissions; (b) no Generated Output constitutes legal advice, engineering opinion, code-compliance certification, insurance-adjusting opinion, or appraisal; (c) Customer is solely responsible for review, verification, and adoption of every Generated Output before it is delivered to an End User, insurance carrier, governmental authority, or financing partner; and (d) Customer agrees to defend, indemnify, and hold ROOF10X harmless against any claim arising from a Generated Output that Customer adopted, delivered, or relied upon without independent professional verification.

8.9 End User Terms for Conversational AI Agents. Customer will, prior to engaging any AI agent to communicate with an End User, ensure that the End User has been provided with: (i) a clear and conspicuous disclosure that the communication is or may be generated by an AI system on Customer's behalf; (ii) a working opt-out mechanism; and (iii) any state-specific AI-disclosure language required by Applicable Law.

9. INDEMNIFICATION

9.1 Indemnification. Customer will defend, indemnify, and hold harmless ROOF10X, its Affiliates, and their respective directors, officers, employees, contractors, and agents (collectively, "ROOF10X Indemnitees") from and against any and all third-party claims, demands, suits, proceedings, losses, damages, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's breach of any representation, warranty, or covenant in Section 6 or Section 8; (ii) Customer's breach of Applicable Law (including TCPA, CAN-SPAM, contractor licensing, lien law, OSHA, consumer-protection statutes, and privacy law); (iii) any actual or alleged infringement, misappropriation, or violation of third-party rights by Customer IP; (iv) any claim by an End User arising out of (A) the accuracy or sufficiency of any Generated Output, (B) the performance, scope, or quality of any roofing or restoration work performed by Customer, (C) the handling of any insurance claim, or (D) any warranty, lien, or refund claim against Customer; (v) Customer's submission of any inaccurate, inflated, or fraudulent estimate or scope-of-loss to an insurance carrier or governmental authority; (vi) any unauthorized practice of public adjusting, law, or engineering by Customer or its Authorized Users; (vii) Customer's use of Lead or storm data in violation of Section 3.4 or Section 8.2; (viii) Customer's failure to obtain consents required by TCPA, CAN-SPAM, or state autodialer law in connection with AI agent outreach; (ix) any data breach or privacy incident caused or contributed to by Customer or its Authorized Users; (x) any claim by an Authorized User arising out of an employment, contractor, wage-and-hour, or workers'-compensation dispute with Customer; (xi) any chargeback, dispute, or processor fine arising from Marketplace purchases on Customer's account; (xii) any claim arising from Customer's modification or combination of the Services with any third-party product, model, or service; (xiii) any tax, levy, or duty arising from Customer's failure to pay amounts due under Section 7.4; and (xiv) any claim that the Services, when modified by Customer or combined by Customer with any non-ROOF10X software, data, or service, infringe a third party's intellectual property rights.

9.2 Indemnification Procedure. ROOF10X will (a) promptly notify Customer in writing of any claim for which indemnification is sought (provided that failure to provide such notice will only relieve Customer of its obligations to the extent Customer is materially prejudiced thereby), (b) tender sole control of the defense and settlement to Customer (provided that Customer may not settle any claim that imposes any obligation or admission on a ROOF10X Indemnitee without ROOF10X's prior written consent), and (c) provide reasonable cooperation at Customer's expense. ROOF10X may participate in the defense at its own expense with counsel of its choosing.

10. INSURANCE

During the Term and for one (1) year thereafter, Customer will maintain, at its own expense, (a) commercial general liability insurance of at least US$1,000,000 per occurrence and US$2,000,000 aggregate; (b) professional / errors & omissions or contractor-professional coverage of at least US$1,000,000 per claim; (c) workers'-compensation coverage as required by Applicable Law; (d) commercial automobile coverage as applicable; and (e) cyber-liability coverage of at least US$1,000,000 per occurrence if Customer processes End User personal data through the Platform. Each policy will name ROOF10X as an additional insured (other than workers' comp) and Customer will provide certificates of insurance upon request.

11. WARRANTIES AND DISCLAIMERS

11.1 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, THE SERVICES, THE API, THE SDK, AND ALL GENERATED OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. ROOF10X AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, OR FREEDOM FROM ERROR. ROOF10X DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

11.2 AI and Model Risks. Customer expressly acknowledges and assumes all risks of using probabilistic machine-learning systems, including the risk that Generated Outputs may be inaccurate, biased, incomplete, hallucinated, or otherwise unsuitable for Customer's purpose. Customer is solely responsible for human review and verification of all Generated Outputs.

11.3 No Liability for Customer Modifications. ROOF10X has no liability arising from any modification, configuration, customization, prompt, automation, or integration deployed by Customer or its Authorized Users.

11.4 Third-Party Data and Integrations. Storm data, permit data, Lead data, drone imagery, and CRM integrations are sourced from third parties and provided "as is." ROOF10X has no liability for the availability, accuracy, or completeness of third-party data or integrations.

12. LIMITATION OF LIABILITY

12.1 Types of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROOF10X, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOST OPPORTUNITY; (C) BUSINESS INTERRUPTION; (D) LOSS OR INACCURACY OF DATA OR GENERATED OUTPUTS; OR (E) COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT ROOF10X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Amount of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROOF10X'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS OR THE THEORY OF LIABILITY, WILL NOT EXCEED THE LOWER OF (X) US$1,000 OR (Y) THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

12.3 Carve-Outs. The limitations in this Section 12 do not apply to (a) Customer's payment obligations under Section 7; (b) Customer's indemnification obligations under Section 9; (c) Customer's breach of Section 4 (Intellectual Property) or Section 8.2 (Restrictions); or (d) any liability that cannot be limited under Applicable Law.

13. CONFIDENTIALITY

13.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances, including without limitation the terms of this Agreement, pricing, the Platform's architecture and models, Customer's business plans, customer lists, and financial information.

13.2 Protection. The Receiving Party will (a) protect the Disclosing Party's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and (c) limit access to those of its employees, contractors, and advisors with a need to know and who are bound by written confidentiality obligations no less protective than those in this Section.

13.3 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party without confidentiality obligations prior to disclosure; (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by Applicable Law or governmental order (provided that the Receiving Party gives prompt notice and reasonable cooperation in seeking a protective order).

14. TERM AND TERMINATION

14.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated (the "Term"). Each Order Form's Subscription Term and renewal cadence is set forth in that Order Form. Order Forms auto-renew for successive equal periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

14.2 Termination. ROOF10X may terminate this Agreement or any Order Form immediately upon written notice if: (a) Customer breaches Section 4, Section 6, Section 8.2, or Section 8.3; (b) Customer fails to pay any undisputed invoice within fifteen (15) days after written notice of non-payment; (c) Customer becomes the subject of any governmental, regulatory, or law-enforcement investigation related to insurance fraud, contractor licensing, or consumer fraud; (d) Customer's required license, registration, bond, or insurance lapses, is suspended, or is revoked; (e) any payment-network rule, acquirer requirement, or Applicable Law change makes ROOF10X's continued provision of the Services unlawful or commercially impracticable; or (f) Customer is insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

Customer may terminate this Agreement or any Order Form: (i) for ROOF10X's material breach not cured within thirty (30) days after written notice; or (ii) as expressly provided in an Order Form.

14.3 Effect of Termination. Upon termination or expiration: (a) all rights to access and use the Services cease; (b) all unpaid Fees for the remainder of the then-current Subscription Term become immediately due (except where Customer terminates for ROOF10X's uncured material breach); (c) Customer will, within thirty (30) days, export any Customer Data it wishes to retain via the standard export tools; after such period ROOF10X may delete Customer Data, subject to backup-retention policies and Applicable Law; and (d) each Party will return or destroy the other's Confidential Information on request, subject to legal retention requirements.

14.4 Monitoring and Investigation. ROOF10X may, in its sole discretion, and without prior notice: (a) suspend the provision of the Services to Customer; (b) reverse or rescind any Marketplace transaction reasonably suspected of fraud, chargeback, or breach of this Agreement, and charge Customer any associated costs; (c) withhold any amount that may be due by ROOF10X to Customer for any pending Marketplace payout, referral bonus, or developer earning, pending investigation; and (d) preserve and disclose Customer Data as required by Applicable Law or governmental order,

all without compensation to Customer, where ROOF10X reasonably believes such action is necessary to comply with Applicable Law, protect End Users or the public, or prevent material harm to the Platform.

14.5 Cooperation with Governmental Authorities. ROOF10X may cooperate with any law-enforcement, regulatory, or governmental authority in connection with any investigation of Customer or any End User, including providing Customer Data in response to lawful process.

14.6 Survival. The following Sections survive termination: 2 (Definitions), 4.3 (Ownership), 4.6 (Usage and Performance Data), 5.4 (Refunds; Chargebacks), 7 (Fees), 9 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Confidentiality), 14.3 (Effect of Termination), 14.6 (Survival), and 15 (Miscellaneous).

15. MISCELLANEOUS

15.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Subject to Section 15.2, the Parties consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas (Austin) for any matter arising from this Agreement that is not subject to arbitration.

15.2 Arbitration; Class-Action Waiver. Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved through good-faith negotiation within thirty (30) days will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in English, in Austin, Texas, before one (1) arbitrator. The Parties waive any right to participate in any class, collective, mass, or representative action, and each Party may bring claims only in its individual capacity. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section prevents either Party from seeking emergency injunctive or equitable relief in court to protect intellectual property, Confidential Information, or other irreparable harm.

15.3 Government Rights. The Services are "commercial items," "commercial computer software," and "commercial computer software documentation" as those terms are used in 48 C.F.R. §§ 2.101 and 12.212. Any use, modification, reproduction, or disclosure by the U.S. Government is governed solely by this Agreement.

15.4 Export. Customer will not export, re-export, transfer, or release the Services to any country, person, or end use prohibited by U.S. or other applicable export-control or sanctions law.

15.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.

15.6 Waiver. No waiver is effective unless in writing signed by the waiving Party. A waiver on one occasion is not a waiver on any future occasion.

15.7 Remedies. Except as expressly set forth in this Agreement, the Parties' rights and remedies are cumulative. The Parties agree that money damages may not be an adequate remedy for breach of Section 4, Section 8.2, or Section 13, and that the non-breaching Party is entitled to seek equitable relief without bond.

15.8 No Assignment. Customer may not assign this Agreement or any Order Form (whether by operation of law, merger, change of control, or otherwise) without ROOF10X's prior written consent. Any unauthorized assignment is void. ROOF10X may assign this Agreement freely, including in connection with a merger, acquisition, financing, or sale of substantially all of its assets.

15.9 Force Majeure. Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, pandemic, governmental action, internet or telecommunications failures, or third-party service outages.

15.10 Publicity. ROOF10X may identify Customer as a customer of ROOF10X and use Customer's name and logo on its website, marketing materials, and customer lists. Customer hereby grants ROOF10X a limited, non-exclusive license to use Customer's trademarks for these purposes.

15.11 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

15.12 Notices. Notices must be in writing and delivered to the address set forth in the Order Form (or, for ROOF10X, to legal@roof10x.com with a copy to ROOF10X, Inc., 11801 Domain Blvd, 3rd Floor, Austin, TX 78758, Attn: Legal). Notice is effective on receipt.

15.13 Entire Agreement. This Agreement (including all Order Forms, Exhibits, Supplemental Terms, and policies referenced herein) is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings. No purchase order, acknowledgement, vendor-onboarding form, or other document submitted by Customer will modify this Agreement.

15.14 Subcontractors. ROOF10X may use Affiliates and subcontractors to perform the Services and remains responsible for their performance hereunder. A current list of material sub-processors is maintained at https://roof10x.com/sub-processors.

15.15 Order of Precedence. In the event of a conflict, the following order of precedence governs (highest first): (a) the body of an executed Order Form (only to the extent it expressly references and overrides a specific section of this MSA); (b) this MSA; (c) the Exhibits and Supplemental Terms; (d) the published policies (Acceptable Use, Refund, Privacy, DPA, Sub-Processors, Security); (e) the Documentation.

15.16 Interpretation. Section headings are for convenience only. "Including" means "including without limitation." References to a statute, regulation, or rule include any successor or amendment.

EXHIBITS

• Exhibit A — Order Form Template (deal-specific Services, Fees, Subscription Term, seat counts, agent allocations, integrations)
• Exhibit B — Support & SLA
• Exhibit C — Acceptable Use Policy (incorporated from https://roof10x.com/acceptable-use)
• Exhibit D — Data Processing Addendum (DPA) — controller/processor allocation, sub-processor list, security measures, SCCs for international transfers
• Exhibit E — Marketplace Developer Addendum (revenue share, content rules, payouts) — only where Customer lists items for sale on the Marketplace
• Exhibit F — Conversational AI Agent Addendum — TCPA/CAN-SPAM consents, opt-out routing, suppression lists, recording disclosures
• Exhibit G — Insurance Schedule — minimum coverage limits and certificate-of-insurance procedure
• Exhibit H — Refund Policy (incorporated from https://roof10x.com/refund-policy, including the Cancellation of Insurance Exception)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date set forth in the first Order Form.