The Valuation Details.

VALUATION AGREEMENT This Terms of Service Agreement (the "Agreement") is effective as of the Date Accepted, and is entered into by and between Spruce Software Inc. operating as 409.ai (the "Company"), and the business entity accepting these terms (the "Client").By checking the box and accepting these terms, the Client agrees to the following:

1. Valuation

Services and Fee
1.1 The Company undertakes to provide a 409a valuation for the Client, subject to the terms and conditions herein.1.2 The Client has the following options for valuation services:
1.2.1 One-Time Report: The Client may choose to purchase a one-time report by remitting a non-refundable one-time fee paid upfront for the valuation services. This option does not include subsequent reports unless contracted separately.
1.2.2 Unlimited Revisions: The Client may choose to purchase the option for unlimited revisions, entitling them to subsequent reports if a material event, as defined in Section 1.3, occurs within a 12-month period post-valuation. Revisions beyond the 12-month period or any backdated valuations require to be contracted separately.
1.3 A material event, for the purposes of this Agreement, is defined as the acquisition of a new major client, loss of a major client, a substantial alteration in the industry or funding landscape, or a significant change in business operations.

2. Assumptions
2.1 Going Concern Assumption, No Undisclosed Contingencies:The analysis presupposes that, as of the Valuation Date, the Company and its assets will continue to operate as a going concern.The analysis is predicated on the historical and forecasted financial condition of the Company as of the Valuation Date.The analysis assumes the Company will maintain its current level of management expertise, and the quality of the Company will remain unchanged despite any sale, reorganization, exchange, or diminution of shareholder participation.The analysis further assumes the disclosure of all material information, risks, and concerns by Management.
2.2 Lack of Verification of Information Provided:Financial statements and related information supplied by the Client are acknowledged without independent verification.409.ai has neither independently compiled, reviewed, nor audited the provided financial information.2.3 Reliance on Forecasted Data:409.ai refrains from expressing an opinion on the reasonableness of the underlying assumptions for forecasted financial and operational data.Deviations between prospective financial information and actual results are anticipated, and such differences may be material.

3. Limiting Conditions
3.1 The appraisal is an exercise in informed judgment based on information and assumptions provided in the report, its appendices, and the Company's work papers.

4. Use of Report
4.1 The report and conclusion of value are exclusively intended for the Client's use for the specified purposes noted herein and may not be utilized for any other purpose or by any other party.

5. Distribution
5.1 The contents of this report, including the conclusion of value, may not be disseminated to the public without the prior written consent of the Company or Client.

6. Subsequent Events
6.1 For clients who have selected the Unlimited Revisions option, they are entitled to request subsequent reports for up to 12 months post-valuation, provided a material event, as defined in Section 1.3, has occurred.
6.2 409.ai holds no obligation to update the report or revise the valuation due to events occurring subsequent to the Valuation Date unless contracted separately.

7. Legal Matters
7.1 The Company assumes no responsibility for legal matters, interpretations of the law, or contracts.
7.2 The Company has made no investigation of legal title and assumes all owners' claims are valid.
7.3 The Company assumes no responsibility for the acceptability of the valuation approaches used as legal evidence.

8. Testimony
8.1 The Company is not obligated to provide further services, including deposition or court testimony unless a separate contractual arrangement is entered into.

9. Limitation of Liability
9.1 In no event shall the Company, its officers, directors, agents or mandataries, subsidiaries, affiliates, employees, successors, assigns, content providers or service providers be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with the use of this Website or with the delay or inability to use this Website, or for any information, products and services obtained through this Website, or otherwise arising out of the use of this Website, whether based on contract, tort, fault, strict liability or otherwise and whether or not arising from the negligence of the Company.

10. Indemnity
10.1 You agree to defend, indemnify and hold us and our subsidiaries, parents, affiliates, officers, directors, agents, and employees harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising from or in connection with (a) your breach of this Agreement, as amended from time to time; (b) your violation of any state, provincial, federal, foreign or international laws, codes or regulations; and/or (c) your violation of any third party’s rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

11. General Provisions
By checking the box and accepting these terms, the Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement, as well as the Terms of Use and Privacy Policy.

Spruce Software Inc. o/a 409.ai

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