Document 1 of 3 Alzar Logic™ — End-User License & Terms of Service

Article I — Parties, Definitions & Scope

Section 1.1 — Identification of Parties

This End-User License and Terms of Service Agreement ("Agreement") is entered into between Alzar Technologies LLC (once formally established, or any lawful successor operating entity designated by the Company) ("Company," "We," "Us," or "Our"), a software technology company, and the individual or legal entity ("User," "You," or "Your") that accesses or uses the Alzar Logic™ enterprise operations, estimating, workflow, permit scheduling, field work scheduling, and Operational Extended Producer Responsibility (EPR) platform (the "Service" or "Platform"). The Service is an independent software platform that may be used across multiple trades and jurisdictions, including potentially throughout the United States.

Section 1.2 — Defined Terms

• "Alzar Logic™" or "Platform" refers to the proprietary cloud-hosted and Electron-based desktop ERP system, encompassing the Estimator module, Pipeline (sales workflow), Permit Scheduling, Field Work Scheduling, POS, CFO intelligence layer, Alzar AI™ compliance engine, AlzarChat conversational AI, Client Portal, Inventory, and all associated backend services, integrations, APIs, and mobile or desktop applications.
• "Alzar AI™" refers to the Company's proprietary AI-assisted estimating, operational, and compliance-support system, including rule-based checks, jurisdictional guidance, and the Gemini-powered "Alzar Insight" advisory system.
• "Tenant" refers to a provisioned organizational account within the multi-tenant architecture of the Platform, uniquely identified by a Tenant Identifier ("Tenant ID") and isolated within its own namespaced data environment.
• "Authorized User" refers to an individual granted access to the Platform by a Tenant's administrator, subject to a defined role within the Platform's Role-Based Access Control ("RBAC") system.
• "Applicable Codes and Standards" means the building codes, environmental obligations, producer-responsibility requirements, technical instructions, engineering criteria, safety rules, product approvals, local amendments, and other laws, regulations, or standards applicable to a project, product, facility, or transaction.
• "Jurisdictional Guidance" means software-generated references, suggestions, or checks derived from the Company's best current knowledge of the Florida Building Code 2023 ("FBC 2023"), state-of-origin requirements, supplier-provided materials, and other available standards where relevant. Jurisdictional Guidance is informational only and must always be independently verified against locally applicable law and standards.
• "Override" means any affirmative action by an Authorized User to proceed with a design, configuration, or estimate after Alzar AI™ or any other system component has issued a compliance warning, flag, or critical finding.
• "Immutable Ledger" or "Audit Log" refers to the tamper-resistant record of material user actions maintained through the Platform's hosted and local audit mechanisms, where applicable.
• "Golden Case" refers to a finalized, AI-assisted internal reference record derived from completed workflow data and used to improve contextual performance within the Platform.

Section 1.3 — Eligibility & Licensed Professional Requirement

The Platform is designed for use by commercial and professional users, including contractors, distributors, recyclers, compliance teams, EPR participants, and other authorized business users operating in regulated or standards-based environments. By accessing the Service, You represent and warrant that:

1. You hold all licenses, certifications, and professional credentials required by applicable federal, state, provincial, county, municipal, or local law to perform the services, estimating, compliance, recycling, distribution, or contracting activities for which You use the Platform;
2. You are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts;
3. You are accessing the Platform on behalf of a legitimate business, organization, or other authorized commercial activity; and
4. You are not barred from receiving the services under applicable law.

Article II — AI Advisory Disclaimer & Output Accountability

Section 2.1 — Nature of AI-Generated Output

Alzar AI™, AlzarChat conversational assistant, and all other AI-powered components of the Platform are advisory tools only. They are designed to assist professional users across construction, distribution, recycling, and EPR-related workflows in identifying potential material compatibility issues, estimate discrepancies, process risks, and apparent compliance concerns. They are not licensed engineering analysis services, legal advice, regulatory determinations, or certified code-compliance opinions.

All AI-generated output — including but not limited to confidence scores, jurisdictional references, recommendations, cut-list validations, "Alzar Insight" cards, document analyses, and ledger summaries — must be independently reviewed, verified, and approved by a qualified human professional before being used to finalize any quotation, place any material order, submit any permit application, or commence any construction activity.

Section 2.2 — Confidence Scoring — Meaning and Limitation

Alzar AI™ displays a Confidence Score expressed as a percentage and color-coded indicator (green ≥ 85%, yellow 60–84%, red < 60%). These scores represent the AI engine's probabilistic internal assessment based on the rules loaded into the model at inference time. They do not constitute a professional certification of compliance, structural adequacy, or building code conformance. The Company makes no warranty, express or implied, that a "green" score corresponds to an approvable permit, a structurally sound installation, or any particular legal or regulatory outcome.

Section 2.3 — User's Sole Responsibility for Final Output

YOU, THE USER, BEAR SOLE AND EXCLUSIVE RESPONSIBILITY FOR:

1. The accuracy, completeness, and professional adequacy of all quotes, estimates, cut lists, specifications, workflow decisions, and compliance actions generated through or assisted by the Platform;
2. Ensuring that all materials, products, processes, recycling streams, operational outputs, and professional decisions comply with the Applicable Codes and Standards in the jurisdictions in which You operate;
3. Verifying that any product approvals, supporting product documents, code references, jurisdictional guidance, or other supporting materials surfaced by the Platform are current, applicable, and legally sufficient for the specific project, product, or facility at issue;
4. The safety, code compliance, and regulatory sufficiency of any design, estimate, operational workflow, or EPR-related activity undertaken using information generated by the Platform; and
5. All permit applications, third-party engineering reviews, and inspection submissions.

Article II-A — AI Services: Scope, Limits & Usage Terms

Section 2A.1 — AI Services We Provide

The Platform includes several AI-assisted services, including: compliance screening, conversational assistance, competitor-document review, estimate-support insights, workflow-related recommendations, and limited internal pattern-recognition features designed to improve product performance within a Tenant's environment.

Some AI functions operate locally on the User's device, while others are processed through Company-controlled server infrastructure and authorized third-party AI service providers. The Company may update, suspend, refine, or replace AI features from time to time as part of product maintenance, safety controls, feature improvement, or legal compliance.

Section 2A.2 — Advisory-Only Nature of Alzar AI™

Alzar AI™ is intended solely as a decision-support and workflow-assistance tool for professional users. It may surface warnings, identify possible code-compliance issues, summarize uploaded materials, or generate recommendations based on project inputs and user-provided context. It does not replace human review, engineering judgment, technical instructions, professional licensure obligations, or consultation with qualified legal or structural professionals where appropriate.

Section 2A.3 — Uploaded Documents and AI Review

Where You choose to upload third-party documents, including competitor quotes, project attachments, or compliance-related materials for AI-assisted review, You represent and warrant that You have the lawful right to provide such materials and that doing so does not violate confidentiality obligations, trade-secret restrictions, intellectual property rights, or any contract to which You are subject. The Company is not responsible for unlawfully submitted documents or for the business decisions made in reliance on AI-generated summaries.

Section 2A.4 — Jurisdictional and Compliance Context

The Platform may apply jurisdiction-specific compliance context, including the Company's best current knowledge of FBC 2023, state-of-origin requirements, local rules, supplier materials, trade standards, and other reference criteria when generating AI-assisted outputs. Such context is intended to improve relevance and safety, but it does not constitute a legal determination, permit approval, engineering certification, or binding regulatory conclusion. The Platform may be used in multiple states and local jurisdictions, and locally applicable law always controls over any Platform output. The User remains responsible for validating all applicable local codes, national standards, environmental obligations, producer-responsibility rules, product approvals, and jurisdiction-specific requirements before relying on any output.

Section 2A.5 — Permit Scheduling Disclosure

Any permit scheduling, permit-status tracking, follow-up reminders, deadline monitoring, or permit-process visibility features within the Platform are based on information entered, updated, or confirmed by Users or Tenant personnel. The Platform does not have a direct API integration, automated data feed, or live system connection with local municipalities, permitting offices, building departments, or other public authorities unless the Company expressly states otherwise in a separate written agreement.

Permit Scheduling is provided strictly as an internal organizational and reminder tool to help Users track milestones, submissions, due dates, and related permit-process tasks. Users remain solely responsible for confirming permit status, filing requirements, review comments, hearing dates, issuance status, and all communications with the applicable authority having jurisdiction.

Section 2A.6 — AI Usage Limits and Feature Availability

Certain AI features may be subject to plan-based usage limits, fair-use restrictions, administrative controls, or temporary service interruptions. The Company may limit or suspend AI functionality to protect platform stability, prevent misuse, enforce commercial limits, or respond to legal, safety, or operational concerns. Suspension of one or more AI features does not imply that the remainder of the Platform is unavailable.

Section 2A.7 — Tenant-Specific AI Configuration

Tenant administrators may be permitted to configure certain AI presentation, guidance, or business-rule preferences within the Platform. Those configurations are treated as Tenant-confidential business settings. The User acknowledges, however, that any Tenant-customized AI behavior remains subordinate to the Platform's mandatory safety, compliance, and system-integrity controls.

Section 2A.8 — Separate Disclosure Concerning Tenant-Controlled AI Settings

Where the Platform permits a Tenant administrator to activate, deactivate, prioritize, label, or otherwise influence AI prompts, presentation layers, guidance logic, workflow emphasis, or configurable business preferences, such settings are made on behalf of the applicable Tenant and may cause outputs, recommendations, interface language, or workflow behavior to differ from one Tenant to another.

The Company does not represent that Tenant-controlled AI settings constitute legal advice, engineering approval, regulatory authorization, code interpretation, or an independently verified best practice. Any configuration chosen by a Tenant administrator remains the responsibility of that Tenant, and all Users remain obligated to independently verify estimates, compliance-related guidance, safety conclusions, and operational decisions against the locally applicable laws, standards, contracts, and business requirements.

For the avoidance of doubt, Tenant-controlled AI settings do not waive, narrow, or replace the User's professional review obligations, do not expand the Company's liability, and do not override the Platform's mandatory safety, compliance, audit, or system-integrity controls.

Section 2A.9 — Internal Improvement Features

The Platform may generate limited internal analytical artifacts derived from completed workflow data in order to improve consistency, contextual relevance, product safety, and performance of AI-assisted services within a Tenant environment. Such internal improvement processes are subject to the confidentiality, isolation, and privacy commitments set forth in this Agreement and the Privacy Policy.

Article III — Human-in-the-Loop Mandate & Override Liability

Section 3.1 — Mandatory Human-in-the-Loop ("HITL") Protocol

The Platform is designed with a mandatory Human-in-the-Loop (HITL) architecture. No AI-generated compliance flag, override prompt, engineering advisory, or system warning is intended to be acted upon without the application of qualified human professional judgment. The Platform's AI components are intermediary decision-support layers, not final arbiters of professional engineering or code compliance questions.

You acknowledge and agree that artificial intelligence systems, including large language models (LLMs) and rule-based inference engines, can produce erroneous, inconsistent, incomplete, or contextually inapplicable outputs — commonly referred to as "hallucinations" or "false positives/negatives." It is the User's professional and contractual obligation to apply independent expert judgment to every AI-generated output before acting on it.

Section 3.2 — Compliance Override — Assumption of 100% Liability

When Alzar AI™ or any other component of the Platform issues a critical finding or compliance warning — including but not limited to a determination that a selected product, design, process, material, or workflow appears not to satisfy applicable codes, standards, environmental obligations, product-approval requirements, or other jurisdictional criteria — and the User elects to proceed notwithstanding such warning:

1. The User irrevocably and unconditionally assumes 100% of all liability, including civil, regulatory, criminal, and structural liability, arising from or related to that design deviation, material selection, or non-compliant specification;
2. The Company, its officers, employees, affiliates, and successors are fully and permanently released from any claim, demand, lawsuit, regulatory action, or proceeding arising from such override, to the fullest extent permitted by applicable law;
3. The User acknowledges that the Platform does not block the Override as a technical matter, but that the absence of a technical block does not imply the Company's endorsement, authorization, or approval of the non-compliant design; and
4. The User represents that the Override is made based on their own independent professional engineering judgment, after consultation with a licensed structural engineer or equivalent qualified professional as required by the applicable jurisdiction.

Section 3.3 — Override Documentation Obligation

Before finalizing any estimate, quote, or other material business action following an Override of a critical Alzar AI™ warning, the User agrees to:

1. Retain written documentation of the independent professional or operational justification for the Override (e.g., an engineer's letter, regulator guidance, supplier approval, internal compliance record, or equivalent support); and
2. Make such documentation available to the applicable AHJ, their employer or principal, and the Company upon lawful request.

Article IV — Immutable Ledger & Audit Accountability

Section 4.1 — Permanent Record of User Actions

By using the Platform, You acknowledge and irrevocably consent to the following logging and recordkeeping practices, which are technically implemented as described herein:

1. Hosted Audit Log: All material user actions within the Platform — including job status transitions, estimate approvals, Override events, permission changes, and administrative actions — are recorded in an append-only hosted audit record. This log is permanent, survives account closure, and is subject to no scheduled truncation unless otherwise mandated by applicable law.
2. Local Audit Record: On desktop deployments, a supplementary local audit record may capture session, user, and registration changes, retained on a rolling First-In-First-Out (FIFO) basis for the most recent one thousand (1,000) entries.
3. Server Operations Logs: Server-side operations relating to AI queries, payment events, provisioning, portal activity, and security may be logged for monitoring, support, legal compliance, and abuse prevention.
4. AI Improvement Records: Upon completion of certain workflows, the Platform may retain limited AI-related reference records associated with Tenant job data to support contextual continuity and product improvement.

Section 4.2 — Non-Repudiation & Legal Admissibility

The Immutable Ledger is designed and maintained for the purpose of ensuring non-repudiation — the ability to conclusively establish, after the fact, that a specific Authorized User, identified through the Platform's authentication controls, performed a specific action at a specific date and time. You agree that:

1. Log entries bearing Your authenticated UID shall be treated as prima facie evidence of Your actions within the Platform in any dispute, arbitration, or legal proceeding;
2. You will not attempt to alter, delete, or circumvent any audit log entry;
3. In the event of a structural failure, building code investigation, insurance claim, or legal dispute, the Company reserves the right to disclose relevant portions of the Audit Log to authorized investigators, insurers, courts, or regulatory bodies in compliance with applicable law; and
4. Override events are specifically flagged and prominently identifiable within the Audit Log, and constitute, by themselves, prima facie evidence of the User's assumption of liability as described in Section 3.2.

Section 4.3 — Audit Log Access Controls

Access to the Audit Log is restricted by the Platform's RBAC system. Only Authorized Users with the appropriate audit-view permissions may view the activity log within the Platform interface. Employees of the Company and its authorized auditors retain access to underlying audit and operations data subject to applicable law and the Company's internal data governance policies.

Article V — Platform Modules & Scope of Service

Section 5.1 — Licensed Module Description

Subject to the terms of this Agreement and Your active Tenant subscription tier, the Company grants You a limited, non-exclusive, non-transferable, revocable license to access and use the following platform modules:

Section 5.2 — Tier Limits & Usage Caps

The Platform operates a tiered subscription model. Your Tenant's active tier determines maximum user seats, estimate volume, storage allocation, and monthly AI query consumption as tracked through the Platform's administrative controls. Exceeding tier limits may result in temporary feature restriction or a prompt to upgrade. The Company reserves the right to modify tier limits upon thirty (30) days' written notice.

Article VI — Payment, Billing & Financial Integrations

Section 6.1 — Payment Processing

The Platform integrates with Stripe and Chase Orbital for payment processing. By initiating a payment through the Client Portal or POS module, You authorize these third-party processors to charge the payment method on file. Payment credentials (card numbers, bank account details) are never stored on Company servers; they are tokenized and processed exclusively by Stripe or Chase Orbital pursuant to their respective PCI-DSS compliant infrastructure. The Company bears no responsibility for payment processor errors, fraud, or loss of funds attributable to third-party processor infrastructure failures.

Article VII — Intellectual Property

Section 7.1 — Company Intellectual Property

The Platform, including but not limited to the AlzarMath™ calculation engine, SmartWasteLogic bin-packing algorithm, Alzar AI™ rule engine, panel accessory rule dictionaries, UI designs, and all associated documentation, is the exclusive intellectual property of the Company and its licensors. Nothing in this Agreement transfers any ownership interest in the Platform to You.

Alzar Logic™, Alzar AI™, Guardian™, and AlzarMath™ are trademarks, service marks, or related brand identifiers of Alzar Technologies LLC (once formally established) or its lawful successor operating entity. Except for the limited right to reference the Platform in the ordinary course of authorized use, You may not use, copy, display, register, dilute, or create any confusingly similar mark, name, logo, slogan, or designation without the Company's prior written consent.

Section 7.2 — User Data Ownership

You retain all ownership rights to the business data You input into the Platform, including customer records, pricing configurations, material costs, labor margins, supplier data, and uploaded documents. You grant the Company a limited, non-exclusive license to process, store, and transmit such data solely to the extent necessary to provide the Service.

Article VIII — Disclaimer of Warranties & Limitation of Liability

Section 8.1 — Disclaimer of Warranties

THE PLATFORM AND ALL AI-GENERATED OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR STRUCTURAL SAFETY. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HALLUCINATIONS OR AI DEFECTS.

Section 8.2 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CAUSE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOUR TENANT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00). IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, STRUCTURAL DAMAGE, PERSONAL INJURY, OR DEATH, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Article IX — Indemnification

Section 9.1 — User Indemnification Obligation

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of the Platform; (b) any Override of an Alzar AI™ compliance warning; (c) any design, estimate, business decision, operational workflow, installation, recycling activity, or EPR-related action completed using Platform output; (d) Your violation of this Agreement; (e) Your violation of any applicable law, code, standard, permit requirement, environmental rule, or professional licensing requirement; or (f) any claim by a third party (including customers, property owners, regulators, insurers, counterparties, or governmental authorities) arising from a project failure, compliance failure, environmental violation, operational error, or other loss attributable to Platform-generated output that You acted upon without adequate independent professional review.

Article X — Termination, Governing Law & Dispute Resolution

Section 10.1 — Termination

The Company reserves the right to suspend or terminate Your access to the Platform immediately, without notice, for material breach of this Agreement, including misuse of AI features, unauthorized access attempts, circumvention of RBAC controls, or activities that endanger public safety.

Section 10.2 — Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.

Section 10.3 — Dispute Resolution — Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Miami-Dade County, Florida. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim or emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Section 10.4 — Updates to This Agreement

The Company reserves the right to modify this Agreement at any time. Material changes will be communicated via email to the Tenant Administrator's registered address or via in-Platform notification at least thirty (30) days before the effective date of the change. Continued use of the Platform following the effective date of any modification constitutes acceptance of the updated terms.

Section 10.5 — Regional Legal Framework and Non-Waivable Rights

The Platform is offered primarily as a business-use service for users operating in the United States and Canada, but may also be used by authorized organizations in the European Union, European Economic Area, and United Kingdom. This Agreement is intended to operate in a manner consistent with applicable commercial, privacy, marketing, and consumer-protection laws, including, where relevant, the United States Federal Trade Commission Act, the Children's Online Privacy Protection Act ("COPPA"), state privacy and breach-notification laws, Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA") and related provincial privacy laws, Canada's Anti-Spam Legislation ("CASL"), the EU General Data Protection Regulation ("EU GDPR"), the UK GDPR, and applicable ePrivacy rules.

Nothing in this Agreement is intended to limit, waive, or override any non-waivable legal rights or mandatory obligations that apply under the laws of the jurisdiction governing the specific user, customer, or data subject. Where mandatory law conflicts with a provision of this Agreement, the mandatory law shall control solely to the extent of that conflict, and the remainder of this Agreement shall remain in effect.