Review and Confirm the Following Terms & Conditions. This Certification Agreement (“Agreement”) is a binding agreement between you (“Client” or “you” or “your”) and Breezeway Homes Inc., hereinafter referred to as Breezeway. BY CLICKING THE “PURCHASE” BUTTON AND DOWNLOADING, INSTALLING, AND USING THE APPLICATION, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OF RESIDENCE (TWENTY-ONE (21) YEARS OLD OR LEGALLY EMANCIPATED IF YOU ARE A PUERTO RICO RESIDENT) AND YOU ARE LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT;(C) ACKNOWLEDGE THAT IN NO EVENT IS THIS APPLICATION TO BE USED BY PERSONS UNDER THE AGE OF 13; (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (E) ACCEPT THE BREEZEWAY WEBSITE TERMS & CONDITIONS AND PRIVACY POLICY (WHICH ARE INCORPORATED BY REFERENCE) . IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “PURCHASE” AND DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION. In consideration of the mutual covenants in this Agreement, Breezeway or its agent will provide the Client with the Inspection Criteria, access to the Breezeway Application and other instructional materials to perform the Dwelling Inspection. Upon satisfactorily completing the Inspection Checklist, Client will receive a Breezeway Certification, be assigned a Certification Number, and be issued a Certification Shield. Defined Terms “Certified” means a Dwelling that has been inspected using the Breezeway Inspection Checklist and found to meet all the required conditions. “Certification Period” means one calendar year from the date the Breezeway Certificate was issued. “Certification Number” means the unique identifier Breezeway assigns to Breezeway Certifications. “Certification Shield” means the Breezeway trademarked logo that can be placed on a Client’s digital or print advertisement or in the Dwelling, subject to the terms below. “Designee” means the person a Client designates in the Registration Form to perform the Breezeway Inspection. “Breezeway App” or “Breezeway Inspection Platform” means the website owned by Breezeway at https://breezeway.io which the Client uses to apply for a Breezeway Certification. “Breezeway Certification” is Breezeway’s attestation that the Dwelling is in compliance with the Inspection Criteria. “Dwelling” means the physical address, or the listing identification number assigned by a rental platform when no physical address is available, and the common areas and structures associated with the physical address or listing number, listed in the Registration Form that is the subject of the Dwelling Inspection. “Dwelling Inspection” means the process of analyzing the Dwelling for compliance with the Inspection Criteria. “Home Inspection” means a written evaluation of a residential building that is required by law to be performed according specific standards and/or by a Licensed Home Inspector. “Inspection Checklist” means any checklist, or multiple checklists when applicable, of safety items reflecting the Inspection Criteria, that a Client must satisfy in order to receive a Breezeway Certification. “Inspection Criteria” means the safety requirements a Dwelling must meet to receive a Breezeway Certification. “Inspection Period” means the 30-day period of time beginning from the day the Client receives an Inspection Checklist. “Licensed Home Inspector” means a person required by federal, state, or local law to be licensed to conduct a Home Inspection. “Registration Form” means the form the Client completes on the Breezeway App to order an Inspection Checklist. 1. General 1.1 This Agreement applies to all Breezeway Certifications and is limited to its express terms, specifications, and conditions. It supersedes any prior or contemporaneous oral or written communication, memoranda, or other understanding between the Parties, unless otherwise specified herein. 1.2 Any Breezeway Certification awarded to a Dwelling may not be assigned to, or acquired by, any other person, firm, or corporation without Breezeway’s written authorization. If the Dwelling changes ownership, a Client’s tenancy is terminated, or title to the Dwelling passes to any or entity other than the Client, the Breezeway Certification(s) shall be automatically revoked as of the date of such event without further notice or instrument. For purposes of this Section 1.2, any assignment, transfer, lease, sublease, mortgage, or other disposition of the Dwelling, or any portion thereof, shall be deemed a change of ownership requiring Breezeway’s written authorization; and “assignment” shall mean a change in a majority of the beneficial or record ownership of a majority of any class of capital stock of the Client, a transfer of partnership interests or the beneficial interest in the Client, or a sale or other disposition of all or substantially all of the assets of the Client. 1.3 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, no party may assign his, her, or its rights or obligations hereunder without the prior written consent of each other party; provided, however, that Breezeway may, without the prior written consent of or notice to the Client, assign its rights and obligations hereunder (i) to any affiliated entity as part of a restructuring or corporate reorganization, or (ii) to any individual or legal entity acquiring all or substantially all of the assets of Breezeway (whether by asset sale, merger, or otherwise). 1.4 The Client may appoint a Designee to complete the Inspection Checklist and application for a Breezeway Certification. If the Client chooses to appoint a Designee, the Designee(s) must be listed on the Registration Form. If the Client appoints a Designee, the Client agrees that it is legally and contractually bound by the actions of the Designee with regard to the Dwelling Inspection. 1.5 The Client agrees to use the Breezeway Certification for only the Dwelling identified in the Registration Form. Other dwellings, even when identical to the certified Dwelling, must undergo the inspection process and the Client or Designee must satisfactorily complete the Inspection Checklist prior to being awarded a Breezeway Certification for any other dwelling. 1.6 Breezeway may offer consulting services to assist a Client or Designee with the Breezeway Certification process. In the event a Client or Designee requests consulting services, the following provisions in this Section 1.6 shall also apply. Breezeway shall perform the consulting services entered into in a separate Statement of Work. The parties are independent contractors and shall so represent themselves in all regards. 1.7 Client represents and warrants the following: (i) that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (ii) that is has the legal right to advertise and rent the Dwelling; and (iii) that it will conduct the Dwelling Inspection in compliance with all applicable, laws, rules, and regulations. 1.8 In jurisdictions where the Inspection Checklist meets the legal definition of a Home Inspection, Client agrees to hire or appoint a Licensed Home Inspector to complete the Inspection Checklist, and to comply with any and all other state or local laws. Client is solely responsible for complying with state and local laws governing the Dwelling Inspection. 1.9 Any and all references to third parties or third party materials are not endorsements by those third parties of Breezeway, nor are those references an endorsement by Breezeway of any third party or its materials. 2. Scope of Performance 2.1 The scope of performance between the Parties is set forth in the Registration Form. 2.2 Client acknowledges that during the Inspection Period, or any time while the Client has an active or suspended Breezeway Certification, Client must provide to Breezeway, or its contractors, at no charge, any and all substantiating documents, videos, photos, or other materials to assist Breezeway in determining that the Dwelling meets, or continues to meet, all of the Inspection Criteria. Failure of the Client to provide such materials to Breezeway within five (5) business days of Breezeway’s request therefor shall entitle Breezeway, in its sole judgment, to suspend or terminate the Breezeway Certification (if then active) and decline to award the Breezeway Certification (if during the application process). 2.3 The Breezeway Certification is limited to assessing only the safety conditions identified in the Inspection Checklist and no other conditions or criteria whatsoever. 2.4 Client shall bear all costs associated with completing the Inspection Checklist and applying for a Breezeway Certification. Client shall be responsible for submitting the complete Inspection Checklist within 30 days from the date of purchase on the Registration Form. If the Client fails to complete and submit the Inspection Checklist within 30 days after receiving the Inspection Checklist, the Client must order, pay, and begin a new process for a Breezeway Certification. 2.5 Breezeway may deny awarding a Breezeway Certification in its sole judgment. 2.6 Breezeway retains the full right and discretion to determine whether the Dwelling is compliant with Inspection Criteria. In the event a Breezeway Certification is not issued, Breezeway agrees to provide the Client with a written explanation as to why the Dwelling failed to meet the Inspection Criteria. The Client will have 30 days to bring the Dwelling into compliance after receiving the written explanation. After 30 days, the Client must purchase a new Breezeway Certification and a new Inspection Period will begin. 2.7 Breezeway may suspend or withdraw the Breezeway Certification for any reason in its sole judgment. Misuse of the Breezeway Shield, failure to apply corrective actions, modification to the Dwelling, a change in ownership or tenancy, non-payment, among other actions or omissions, may lead to Client’s Breezeway Certification being suspended or withdrawn. 3. Modifications to the Dwelling 3.1 Client shall notify Breezeway immediately of any modifications or alterations planned to be made to the Dwelling. Breezeway alone will determine whether the modifications or planned to be made to the Dwelling will require a new inspection and certification. If the Client shall make any modifications or alterations to the Dwelling without first notifying Breezeway of such modifications or alterations, Breezeway may, in its sole judgment, declare the Breezeway Certification suspended or terminated as of the date of such modification or alteration. 4. Renewal of Breezeway Certification Breezeway Certifications are valid for one year from the date issued, unless a different term is expressly stated by Breezeway. If the Client fails to renew a Breezeway Certification prior to the one year mark, the Breezeway Certification will terminate and the Client must cease using the Certification Shield and representing in any way that the Dwelling holds a Breezeway Certification. In order to prevent a lapse in the Certification Period, the Client is advised to start the re-certification period at least two months prior to the expiration of the current Certification Period. 5. Use of the Breezeway Shield The Breezeway Certification Shields are trademarks owned by Breezeway and are licensed to you subject to the restrictions in this Agreement. Once a Breezeway Certification is awarded, you are granted a limited, revocable, non-exclusive license to use the Certification Shield solely for the purpose of advertising the Dwelling. The Certification Shield may not be displayed at any dwelling, or used in any advertisement (digital or print) for any dwelling, that does not have a current Breezeway Certification. Once your Dwelling receives a Breezeway Certification, Breezeway will provide you with the Certification Shield in formats that can be displayed on a website and in the Dwelling. The term “Breezeway Certified” must be accompanied by the trademark indicator “TM.” Only the Certification Shields provided by Breezeway may be displayed. Any alteration to the Certification Shield is strictly prohibited. Breezeway may restrict, prohibit, or rescind your license to use the Certification Shield at any time and for any reason as determined by Breezeway in its sole discretion. 6. Fees All fees are due in their entirety up front. Upon receiving full payment, Breezeway will email the Client an Inspection Checklist with instructions regarding the Dwelling Inspection. All payments are non-refundable. 7. Confidentiality Breezeway may disclose to third parties any and all information provided by Client, as necessary to provide the certification services, and for any other purpose to support Breezeway’s business needs. Client may not disclose any Breezeway materials (Inspection Checklist, or Inspection Criteria) to any third party other than a Designee appointed by Client to assist with the Dwelling Inspection. 8. Term and Termination This Agreement shall remain in place while the Client has an active Breezeway Certification. Sections 5, 6, 7, 9, and 10, in addition to any other section that must survive to fulfill its essential purpose, will survive the termination or expiration of this Agreement. 9. Limitation of Liability You acknowledge and agree that, to the maximum extent permitted by law, in no event will Breezeway, or its affiliates, subsidiaries, officers, directors, consultants, agents and/or employees, or any third-party provider of a service offered as part of the inspection or certification process (the “Breezeway Group”), be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of goodwill, damage to property, or any damages for personal or bodily injury arising out of or in connection with (i) the terms of this Agreement or any Breezeway Checklist or other materials; (ii) the violation of any applicable law or regulation; (iii) use or reliance on the Breezeway Certification or Breezeway Shield; (iv) the Dwelling Inspection; or (v) any party’s use of, or services performed at, the Dwelling. In no event shall Breezeway’s liability under this Agreement exceed the cost of its billed services to the Client for the previous year. The Breezeway Certification is not, and shall not be construed to be, a substitute for any and all other inspections or assessments of the Dwelling reasonable or necessary to maintain to Dwelling in compliance with all applicable local, state, and federal law. 10. Indemnification To the maximum extent permitted by applicable law, you agree to release, defend (at Breezeway’s option), indemnify, and hold Breezeway and each member of the Breezeway Group harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal, accounting, and attorneys’ fees, arising out of or in any way connected with (i) your breach of this Agreement; (ii) your improper use of the Breezeway Certification, Certification Shield, or other services; (iii) any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind (including but not limited to bodily injuries and damage to property) arising in connection with or as a result of a customer, visitor, guest, or any person visiting, staying at, performing services, or using the Dwelling in any way; or (iv) your breach of any laws, regulations or third party rights if caused in whole or in part by your acts or omissions, whether negligent, intentional or otherwise, or your breach of the Agreement or the acts or omissions, whether negligent, intentional or otherwise, of your subcontractors or agents or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. THIS DEFENSE AND INDEMNIFICATION OBLIGATION IS INTENDED TO WAIVE ANY EXCLUSIVITY-OF-REMEDY DEFENSE OR EMPLOYER IMMUNITY PROVISIONS THAT MAY OTHERWISE BE AVAILABLE UNDER WORKERS’ COMPENSATION OR SIMILAR LAWS. 11. Insurance You are solely responsible for obtaining insurance coverage sufficient to protect the Dwelling and any visitors or guests and the personal property of any visitors and guests. Client warrants that it has the appropriate and sufficient insurance coverage, including but not limited to property insurance including fire, extended coverage property insurance, and contents coverage, general liability, contractual liability (specifically insuring the indemnification provisions herein), steam boiler (if applicable), and upon written notice to Client, such other insurance as Breezeway may reasonably decide to be necessary or desirable for the protection of its interests. General liability insurance shall include bodily injury, property damage and personal injury coverage in amounts commonly carried by reasonable owners of properties similar in type, location, use, and value. Insurance coverage meeting the criteria herein shall be obtained prior to obtaining the Breezeway Certification and Client will maintain adequate insurance coverage for the Dwelling through the Certification Period. You agree to provide us with copies of relevant proof of coverage upon request, including but not limited to a Certificate of Insurance. 12. Applicable Law and Jurisdiction The terms of this Agreement will be interpreted in accordance with the laws of the State of Maine and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings must exclusively be brought in state or federal court in Cumberland County, Maine. Both Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the courts in Cumberland County, Maine. 13. Changes to this Agreement, Breezeway Certifications, and Fees At any time and without prior notice, Breezeway may change, suspend, or discontinue any aspect of the Breezeway App, Certification Shield, or the Breezeway Certification. We reserve the right, in our sole discretion, to change or amend the terms of this Agreement at any time. Rates and fees are subject to change without further notice or approval.