Terms and Conditions

These Terms and Conditions (these “Terms”) govern the accounting, bookkeeping, and related services provided by Renterra Inc., a Delaware corporation with its principal office at 400 West Erie Street, Suite 402, Chicago, Illinois 60654 (“Renterra,” “we,” or “us”), to the client identified in the applicable Order Form (“Client” or “you”). These Terms, together with each Order Form and any Statement of Work, form the “Agreement.” The Agreement becomes binding when Client signs an Order Form or, if earlier, when Client accepts any Services, provides Client Data, or pays any invoice.

IMPORTANT – PLEASE READ CAREFULLY. This Agreement contains provisions that affect your legal rights, including: the nature and limits of the Services (Section 3); our use of AI and automation (Section 4); our broad rights to use Client Data (Section 9); disclaimers of warranties (Section 12); a limitation of our liability (Section 13); your indemnification obligations (Section 14); and binding individual arbitration, a class action waiver, and a jury trial waiver (Section 17).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement:

“Accounting System” means the accounting or bookkeeping software or platform identified in the Order Form, or any other system that Renterra and Client designate from time to time, whether provided by a third party or by Renterra or its Affiliates.

“Additional Services” means any services requested by Client that are not part of the Standard Package, including any Excluded Services that Renterra agrees to perform.

“Affiliate” means any entity that controls, is controlled by, or is under common control with Renterra, including any subsidiary or successor entity that Renterra forms or designates to provide the Services.

“Aggregated Data” has the meaning given in Section 9.4.

“AI Tools” has the meaning given in Section 4.1.

“Assigned Representative” means the individual Renterra designates from time to time as Client’s primary point of contact for the Services.

“Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday.

“Client Data” has the meaning given in Section 9.1.

“Client Systems” means the Accounting System and all other accounting, banking, credit card, lending, payroll, payment processing, billing, point-of-sale, inventory, rental management, document storage, and other systems, platforms, and accounts, owned or used by Client or third parties on Client’s behalf, that hold or generate Client Data.

“Deliverables” means the Monthly Packages and any other reports, statements, schedules, analyses, and materials that Renterra delivers to Client.

“Excluded Services” has the meaning given in Section 3.7.

“Monthly Package” has the meaning given in Section 3.1(c).

“Order Form” means an order form signed by Renterra and Client that references these Terms.

“Personal Information” means information that identifies, relates to, or could reasonably be linked to an identified or identifiable individual, and any information defined as “personal information” or similar under applicable privacy law.

“Renterra Materials” has the meaning given in Section 8.1.

“Renterra Personnel” means the employees, contractors, subcontractors, and agents of Renterra and its Affiliates, including any who hold professional licenses or credentials.

“Services” means the Standard Package, Supplemental Analytics, and any Additional Services.

“Standard Package” has the meaning given in Section 3.1.

“Statement of Work” or “SOW” means a written description of Additional Services, including any email or other electronic communication in which Renterra describes the Additional Services and Client approves them.

“Supplemental Analytics” has the meaning given in Section 3.4.

“Third-Party Providers” means third parties that Renterra, its Affiliates, or Client use in connection with the Services, including cloud hosting providers, data aggregators and bank-feed providers, software vendors, AI model providers, optical character recognition and document-processing providers, communications and meeting tools, payment processors, and subcontractors.

1.2 Interpretation. “Including” means “including without limitation.” Headings are for convenience only. No provision will be construed against a party because that party drafted it. References to a statute or regulation include its amendments and successors.

2. AGREEMENT; ORDER FORMS

2.1 Structure. Each Order Form incorporates these Terms. If an Order Form expressly states that it is overriding a specific provision of these Terms, the Order Form controls as to that provision; otherwise, these Terms control. Renterra and Client may agree to additional Order Forms or SOWs, each of which is governed by these Terms.

2.2 Client Terms Rejected. Any purchase order, vendor form, or other terms proposed by Client are rejected and have no effect, even if Renterra signs or processes them.

2.3 Entire Agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous proposals, emails, presentations, discussions, and understandings, written or oral. Client has not relied on any statement, promise, or representation that is not expressly set out in the Agreement.

3. THE SERVICES

3.1 Standard Package. Beginning on the Service Start Date in the Order Form, Renterra will provide the following services for the accounts, systems, and entity identified in the Order Form (the “Standard Package”):

1. Categorization. Categorizing Client’s transactions each month in the Accounting System.
2. Reconciliation. Reconciling Client’s bank and credit card accounts identified in the Order Form to the corresponding statements or data feeds each month.
3. Monthly Package. Preparing a monthly financial package, which will include a profit and loss statement, balance sheet, and cash flow statement (each a “Monthly Package”), and delivering it to Client by email.
4. Meeting Time. Up to the amount of meeting time stated in the Order Form with the Assigned Representative, scheduled in advance. Unused meeting time does not roll over and is not refundable. If Client cancels or reschedules a meeting within 24 hours of its start time, or fails to attend, the scheduled time will count as used. Additional meeting time is an Additional Service.

3.2 Timing. Renterra will use reasonable efforts to deliver each Monthly Package in a timely manner after Renterra has received the data, documents, and responses described in Section 5 for the applicable month. Renterra does not commit to any specific delivery date or turnaround time for the Standard Package. For other requests, Client should allow at least three (3) Business Days for a response, depending on volume and complexity. Delivery by email to any Client contact is effective delivery.

3.3 Methods and Presentation. Renterra determines, in its discretion, the methods, procedures, tools, templates, charts of accounts, mapping conventions, level of detail, format, and personnel used to provide the Services. The Deliverables are prepared on the basis of accounting identified in the Order Form and may include simplifications, estimates, and reasonable judgments. Changes Client requests to its chart of accounts, reporting structure, or classes or departments are Additional Services.

3.4 Supplemental Analytics. Renterra may, in its sole discretion and on a best-efforts basis, make available supplemental reports, dashboards, metrics, comparisons, benchmarks, or other analyses relating to Client’s financial or operational performance (“Supplemental Analytics”). Renterra has no obligation to provide any Supplemental Analytics, and may change, suspend, or discontinue them at any time. Supplemental Analytics are informational only, depend on data that Renterra has not verified, and are provided without any commitment as to content, format, accuracy, timing, availability, or the data or standards used to prepare them.

3.5 Nature of the Services; No Assurance. The Services are bookkeeping and management reporting services only. Renterra does not provide, and the Services do not include: (a) any audit, review, compilation, agreed-upon procedures, or other attest or assurance service; (b) any opinion, report, or other form of assurance on any financial information; (c) tax, legal, investment, lending, insurance, or financial planning advice; or (d) any evaluation of Client’s internal controls. Unless an Order Form expressly states otherwise, Renterra is not engaged as a certified public accounting firm and does not hold itself out as one. Renterra Personnel may hold professional licenses or credentials, but they perform the Services on behalf of Renterra and not in their individual professional capacity. Financial statements and other Deliverables are the representations of Client’s management, are prepared from information provided by or on behalf of Client, and are for Client’s internal management use.

3.6 No Detection of Errors or Fraud. The Services are not designed to, and Renterra has no obligation to, detect or report errors, omissions, fraud, theft, misstatements, or illegal acts, including those resulting from incorrect, misleading, or incomplete information.

3.7 Excluded Services. Unless Renterra expressly agrees otherwise in a signed Order Form or SOW, the Services do not include any of the following (the “Excluded Services”):

1. tax services of any kind, including preparing or filing tax returns or information returns (including Forms 1099 and W-2), sales and use tax, property tax, payroll tax, tax planning, tax research, nexus analysis, tax credits, responding to tax authority notices, and representation before any taxing authority;
2. prior-period cleanup, catch-up bookkeeping, restatements, corrections of periods before the Service Start Date, and review or correction of work performed by Client or any third party;
3. audit, review, compilation, attest, or assurance services, and support for any of them;
4. payroll processing, accounts payable processing, bill pay, expense approval, invoicing, billing, accounts receivable management, collections, and cash management;
5. inventory accounting, job costing, fixed asset and depreciation schedules, equipment or fleet accounting, and sales tax or lease accounting analyses, except as expressly stated in the Order Form;
6. budgeting, forecasting, financial modeling, valuations (including 409A valuations), fundraising, financing, lender or investor reporting packages, due diligence, and transaction support;
7. accounting for more than one legal entity, consolidations, intercompany accounting, and foreign operations or currency;
8. implementation, migration, configuration, training, or support for software or systems;
9. legal, regulatory, licensing, corporate maintenance, entity formation, or dissolution matters; and
10. any other service not expressly described in the Order Form as part of the Standard Package.

3.8 Additional Services. Renterra may, in its discretion, agree to perform Additional Services on a fixed-fee basis. Renterra may decline any request for Additional Services. For larger requests, Renterra will provide an estimate or budget through an SOW, and Client’s written approval (which may be given by email) is required before work begins. Renterra may also offer packaged or separately priced services (for example, tax services) under separate Order Forms or terms, and nothing in the Agreement obligates Renterra to offer them.

3.9 Personnel and Subcontracting. Renterra may assign, replace, and reassign Renterra Personnel (including the Assigned Representative) at any time, and may perform the Services through its Affiliates and Third-Party Providers, including personnel and providers located outside the United States. Renterra is responsible for the performance of its subcontractors under the Agreement, subject to Sections 12 and 13.

3.10 Changes to Services. Renterra may modify the tools, processes, formats, and delivery methods used to provide the Services at any time. If Renterra materially reduces the Standard Package without a corresponding fee reduction, Client may terminate under Section 7.2 as its sole remedy.

3.11 Right to Decline or Suspend. Renterra may decline, suspend, or stop any Service, without liability, if Renterra reasonably believes that performing it would violate law, professional standards, or Renterra policy, or that Client Data or Client’s activities are inaccurate, unlawful, or fraudulent.

3.12 Non-Exclusivity. Renterra may provide services to other clients, including Client’s competitors, customers, vendors, and lenders.

4. USE OF AI AND AUTOMATION

4.1 Disclosure and Consent. Client acknowledges and agrees that Renterra uses artificial intelligence, machine learning, large language models, automation, optical character recognition, and similar technologies, including those provided by Third-Party Providers (“AI Tools”), in performing the Services. AI Tools may be used for categorizing and matching transactions, reconciling accounts, extracting and analyzing documents, drafting and summarizing communications and reports, transcribing and summarizing meetings, and preparing analyses.

4.2 Oversight. Renterra Personnel supervise the Services and review outputs of AI Tools to the extent and in the manner Renterra considers appropriate. Renterra does not represent that every output is individually reviewed by a person or that outputs are free of errors.

4.3 Authorization. Client authorizes Renterra, its Affiliates, and Third-Party Providers to process Client Data through AI Tools for the purposes in this Agreement. Renterra may add, change, or replace AI Tools at any time and is not required to identify them.

4.4 Client Review. AI Tools may produce inaccurate, incomplete, or misleading outputs. Client is responsible for reviewing each Deliverable promptly and notifying Renterra in writing of any errors or concerns within thirty (30) days after delivery.

4.5 Use of Data. Section 9 describes how Renterra may use Client Data, including to develop and improve AI Tools and models.

5. CLIENT RESPONSIBILITIES

5.1 Access and Data Feeds. Client will, at its own cost: (a) establish, maintain, and keep active live data feeds or other electronic connections between Client Systems and the tools Renterra designates, for every bank, credit card, loan, payment processor, payroll, and other financial account or system Renterra identifies; (b) provide and maintain the credentials, authorizations, and multi-factor approvals needed for that access; (c) restore any interrupted connection within two (2) Business Days after Renterra’s notice; and (d) where an electronic connection is not available, deliver complete statements and source documents for the prior month by the fifth (5th) Business Day of each month. Client authorizes Renterra, its Affiliates, and Third-Party Providers (including data aggregators) to access Client Systems and obtain Client Data on Client’s behalf, and represents that it has the authority to give that authorization.

5.2 Accuracy and Completeness. Client is solely responsible for the accuracy, completeness, legality, and timeliness of all Client Data, instructions, and decisions. Renterra may rely on Client Data and Client’s instructions without verification.

5.3 Timely Responses. Client will respond to Renterra’s questions and requests within three (3) Business Days and will provide supporting documentation Renterra requests (such as invoices, receipts, contracts, loan documents, and payroll reports). Until Client responds, Renterra may record affected items in uncategorized or suspense accounts and may deliver a Monthly Package that is marked preliminary or identifies open items. Renterra is not responsible for any inaccuracy or consequence resulting from open items.

5.4 No Changes to the Books. Client will not, and will ensure its personnel and advisors do not, post, edit, delete, reclassify, or reconcile entries, change settings or charts of accounts, or otherwise modify the Accounting System without first notifying Renterra. Renterra reviews and updates the books periodically (generally once per month), so data viewed between closes may be unreviewed or incomplete. Time Renterra spends reviewing, correcting, or reversing Client’s changes is an Additional Service.

5.5 Notice of Changes. Client will promptly notify Renterra of any change that could affect the Services or their pricing, including new or closed accounts, entities, loans, locations, payroll providers, systems, acquisitions, material transactions, changes in transaction volume, tax or regulatory notices, and litigation or investigations.

5.6 Management Responsibilities. Client is solely responsible for: (a) all management decisions and functions; (b) designating a qualified individual to oversee the Services; (c) evaluating the adequacy and results of the Services; (d) establishing and maintaining internal controls, including controls to prevent and detect fraud and to safeguard assets; (e) approving, authorizing, and making all payments and transfers; (f) running payroll and filing and paying all taxes and regulatory filings; (g) complying with all laws that apply to Client’s business; (h) retaining original records and maintaining its own backups of Client Data; and (i) the accuracy of everything Client provides to lenders, investors, regulators, and taxing authorities.

5.7 No Custody of Funds. Renterra does not hold, handle, or have custody of Client’s funds or assets; does not initiate, approve, or make any payment or transfer; and does not have signatory authority on any Client account. Client will not ask Renterra to do any of these things, and will limit Renterra’s access to read-only access where practicable.

5.8 Client Representations. Client represents and warrants that: (a) it is duly organized and has full authority to enter into the Agreement; (b) the individual signing the Order Form is authorized to bind Client; (c) its business is conducted lawfully; (d) neither Client nor any of its owners is the subject of applicable sanctions; and (e) it has, and will maintain, all rights, notices, and consents needed to provide Client Data (including Personal Information) to Renterra and to permit Renterra’s uses of Client Data described in the Agreement.

5.9 Effect of Client Delay or Non-Performance. Renterra is excused from any delay or failure in performance caused by Client’s failure to meet its responsibilities. Client’s fees continue to apply for any month in which Renterra performs any part of the Services or stands ready to do so. Renterra may suspend the Services if Client does not meet its responsibilities under this Section 5 for thirty (30) days.

6. FEES, BILLING AND PAYMENT

6.1 Fees. Client will pay the monthly fee stated in the Order Form (the “Monthly Fee”), the hourly or fixed fees for Additional Services, and all other amounts payable under the Agreement. The Monthly Fee is fixed for the scope and the pricing assumptions stated in the Order Form (such as the number of entities, accounts, and transactions, systems used, and complexity).

6.2 Fee Changes. Renterra may change any fee, rate, or pricing assumption at any time on thirty (30) days’ prior written notice, which may be given by email. If the volume or complexity of Client’s business (including the number of entities, accounts, transactions, or systems) exceeds the pricing assumptions or increases beyond what Renterra priced, Renterra may increase the Monthly Fee by notice effective as of the first day of the next month, and may bill the additional work performed in the interim as Additional Services. Client’s continued receipt of the Services after the effective date of a change is acceptance of it. Client’s sole remedy for a fee change is to terminate under Section 7.2 before the change takes effect.

6.3 Billing and Autopay. Renterra bills the Monthly Fee monthly in arrears, after the end of the month to which it relates. Renterra will add Additional Services and expenses to a monthly invoice or invoice them separately upon completion. Invoices are due on the invoice date. Client must keep a valid ACH authorization or credit or debit card on file with Renterra at all times and authorizes Renterra to charge that payment method for all amounts due on or after the invoice date, including recurring charges, retries after a failed payment, and charges for Additional Services and expenses, until Client cancels the authorization in writing and pays all amounts owed. Renterra may require Client to provide payment details through a secure payment portal that Renterra designates. Renterra does not accept other payment methods unless it agrees otherwise in writing.

6.4 No Pass-Through of Processing Fees. Renterra does not add a surcharge or pass through its payment processing fees for payments made by ACH or by credit or debit card.

6.5 Late Payment. If Renterra is unable to collect any amount within thirty (30) days after the invoice date, the unpaid amount will bear interest, automatically and without notice, from the invoice date at the lesser of twelve percent (12%) per year (one percent (1%) per month) or the maximum rate permitted by law. Client will also reimburse Renterra for all costs of collection, including reasonable attorneys’ fees, collection agency fees, and arbitration or court costs. Without limiting its other remedies, Renterra may suspend or terminate the Services if any amount is not paid when due. Failure to pay when due is a material breach of the Agreement.

6.6 Disputes. Client must notify Renterra in writing of any disputed charge, with a reasonably detailed description of the dispute, within thirty (30) days after the invoice date. Charges not disputed within that period are final and accepted. Client must pay all undisputed amounts when due.

6.7 Taxes. Client is responsible for all sales, use, gross receipts, value-added, withholding, and similar taxes, duties, and charges imposed on or in connection with the Services, other than taxes on Renterra’s net income.

6.8 Set-Off. Renterra may set off any amount Client owes against any amount Renterra or its Affiliates owe Client. Client may not set off or withhold any amount.

6.9 Expenses. Client will reimburse Renterra for reasonable out-of-pocket costs incurred on Client’s behalf, including third-party software and subscriptions, filing fees, and delivery charges. Renterra will request Client’s written approval before incurring any single expense of $150 or more.

6.10 No Refunds; Partial Months. Except as expressly stated in Section 13.4, fees are non-refundable. The Monthly Fee for the month in which termination takes effect is due in full and is not prorated.

7. TERM AND TERMINATION

7.1 Term. The Agreement begins on the Effective Date in the Order Form and continues until terminated under this Section 7. The Services are provided on a month-to-month basis beginning on the Service Start Date and renew automatically each calendar month until termination takes effect.

7.2 Termination by Client. Client may terminate the Agreement or any Order Form for any reason by giving Renterra at least thirty (30) days’ prior written notice to Renterra’s notice address. Termination takes effect on the date stated in the notice (which may not be earlier than thirty (30) days after Renterra receives it) or, if no date is stated, on the last day of the calendar month that ends at least thirty (30) days after Renterra receives the notice.

7.3 Termination by Renterra. Renterra may terminate the Agreement or any Order Form: (a) for any reason or no reason, by giving Client at least fifteen (15) days’ prior written notice; and (b) immediately on written notice, for cause, which includes: Client’s non-payment; Client’s breach of the Agreement; Client’s failure to meet its responsibilities under Section 5; Renterra’s reasonable belief that Client Data is inaccurate, unlawful, or fraudulent or that continuing would violate law, professional standards, or Renterra policy; Client’s insolvency or bankruptcy; or Client’s violation of Section 15.1. Renterra may also suspend the Services immediately for any ground that would permit termination for cause.

7.4 Effect of Termination. On termination: (a) all fees and other amounts accrued through the effective date of termination become immediately due; (b) Renterra will stop providing the Services and may revoke its access to Client Systems; (c) Client will promptly pay all amounts due and revoke Renterra’s access to Client Systems that Client controls; and (d) each party will comply with Section 10.

7.5 Exit Transition. If all of Client’s invoices are paid and current, then: (a) Renterra will use reasonable efforts to deliver the Monthly Package for the last full month completed before the termination date; and (b) if Client requests it in writing at the time of the termination notice, Renterra may, in its discretion, provide reasonable transition assistance for up to thirty (30) days after termination, as an Additional Service billed at Renterra’s then-current hourly rate. Client is responsible for ensuring that it holds administrator control of its Accounting System and its own copies of its records. At Client’s written request within thirty (30) days after termination, Renterra will provide an export, in a standard format Renterra selects, of the Client’s accounting records that Renterra maintains for Client. Renterra has no obligation to deliver Renterra Materials or work papers, and may retain Client Data as provided in Section 9.8.

7.6 Survival. Sections 1, 3.5 through 3.7, 5.2, 5.6, 5.8, 6 (as to amounts accrued), 7.4 through 7.6, 8 through 15, 17, and 18, and any other provisions that by their nature should survive, survive termination.

8. OWNERSHIP AND INTELLECTUAL PROPERTY

8.1 Renterra Materials. As between the parties, Renterra and its licensors own all right, title, and interest, including all intellectual property rights, in and to: the Deliverables (other than Client Data they contain); Renterra’s software, platforms, and tools; templates, report formats, charts of accounts, mapping rules, and workflows; methodologies, processes, models, algorithms, prompts, configurations, and know-how; work papers and working files; Supplemental Analytics; Aggregated Data; and all modifications, improvements, and derivatives of any of them (together, “Renterra Materials”). Nothing in the Agreement transfers ownership of any Renterra Materials to Client.

8.2 License to Client. Subject to Client’s payment of all fees and compliance with the Agreement, Renterra grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Deliverables for Client’s internal business purposes. Client may share a Deliverable, in unmodified form, with its lenders, investors, insurers, tax preparers, and professional advisors, subject to Section 12.3. Client will not sell, license, or commercially exploit any Deliverable or Renterra Materials, use them to build a competing product or service, or reverse engineer any Renterra Materials.

8.3 Client Data. As between the parties, Client owns Client Data, subject to the licenses and rights granted to Renterra in the Agreement, including in Section 9.

8.4 Feedback. Client grants Renterra a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use and incorporate into any Renterra product or service any suggestions, ideas, and feedback that Client or its personnel provide.

8.5 Reservation of Rights. Renterra reserves all rights not expressly granted in the Agreement.

9. CLIENT DATA

9.1 Client Data. “Client Data” means all data, documents, records, information, credentials, and other content that Client or anyone on its behalf provides or makes available to Renterra, or that Renterra, its Affiliates, or Third-Party Providers access or obtain from Client Systems or otherwise in connection with the Services, including financial account, transaction, payroll, vendor, customer, and employee information and any Personal Information.

9.2 License to Provide the Services. Client grants Renterra, its Affiliates, and Third-Party Providers a worldwide, non-exclusive, royalty-free license to access, collect, copy, store, process, transmit, analyze, and use Client Data to provide, support, and improve the Services.

9.3 Broader License. In addition, Client grants Renterra and its Affiliates a worldwide, perpetual, irrevocable, non-exclusive, fully paid, royalty-free, transferable license, with the right to sublicense through multiple tiers, to use, reproduce, process, analyze, modify, and create derivative works from Client Data: (a) to develop, train, test, fine-tune, validate, and improve algorithms, models (including AI and machine learning models), software, products, benchmarks, analytics, and services of Renterra and its Affiliates, whether or not related to the Services; (b) to create Aggregated Data; and (c) for any other lawful business purpose of Renterra and its Affiliates. Renterra will not publicly disclose Client Data in a form that identifies Client by name without Client’s consent, except as permitted by Section 15.2. With respect to Personal Information, the uses in clauses (a) through (c) will be made in de-identified or aggregated form.

9.4 Aggregated Data. “Aggregated Data” means data derived from Client Data, alone or combined with data from other sources, that has been aggregated, anonymized, or de-identified so that it does not identify Client or any individual. Renterra owns all Aggregated Data and may use, disclose, publish, license, sell, and otherwise commercialize it for any purpose, during and after the term of the Agreement.

9.5 Personal Information. Client is responsible for providing all notices and obtaining all consents required by law for the collection, disclosure, and processing of Personal Information in Client Data as contemplated by the Agreement, and for responding to requests from individuals about Personal Information. Time Renterra spends assisting Client with those requests is an Additional Service. Client will not provide Renterra with full payment card numbers, health information, or government identification numbers, except to the extent Renterra specifically requests them in connection with the Services.

9.6 Security. Renterra will maintain administrative, technical, and physical safeguards that Renterra considers commercially reasonable in light of the nature of the Services. Renterra does not represent or warrant that it meets or will meet any specific security standard, certification, audit, attestation, or framework (including SOC 2 and ISO 27001), and does not guarantee that Client Data will not be accessed, lost, altered, or disclosed by unauthorized persons. The security of Third-Party Providers is governed by their own terms. Client acknowledges that the internet and electronic communications are inherently insecure. Client is responsible for the security of Client Systems, credentials, and its own devices, and for backing up its own data.

9.7 Security Incidents. If Renterra becomes aware of unauthorized access to Client Data in Renterra’s possession and determines that applicable law requires notice to Client, Renterra will notify Client as required by that law. Each party is responsible for its own legal obligations and costs following any security incident, and Renterra’s liability is subject to Section 13.

9.8 Retention. Renterra may retain Client Data, and all data derived from it, for as long as Renterra considers appropriate for legal, regulatory, professional, insurance, audit, dispute, backup, security, product development, and business purposes. Renterra has no obligation to delete or return Client Data, except as required by law or as stated in Section 7.5.

9.9 Third-Party Providers. Client authorizes Renterra and its Affiliates to engage Third-Party Providers, in the United States or abroad, to process Client Data, without notice to Client. Renterra is not required to impose on Third-Party Providers terms identical to those in the Agreement. Client agrees to comply with the terms of any Third-Party Provider that Client must accept to connect Client Systems (such as end-user terms of a data aggregator).

9.10 Legal Process. Renterra may disclose Client Data when required or requested by law, subpoena, court order, regulator, or professional obligation, or to protect its rights. Where permitted by law and reasonably practicable, Renterra will notify Client. Client will reimburse Renterra for its time (at its then-current hourly rates) and expenses in responding to any subpoena, audit, investigation, or proceeding relating to Client or the Services.

10. CONFIDENTIALITY

10.1 Renterra’s Obligations. Renterra will not disclose Client’s non-public financial information that Client provides to Renterra in connection with the Services and that is marked confidential or would reasonably be understood to be confidential (“Client Confidential Information”) to any third party, except: (a) to Renterra Personnel, Affiliates, Third-Party Providers, and professional advisors, insurers, auditors, and lenders who need to know it; (b) to actual or prospective investors, financing sources, and acquirers of Renterra or its Affiliates or business lines, subject to customary confidentiality obligations; (c) as required or permitted by law, legal process, a regulator, or professional obligation; (d) as permitted by Sections 9 and 15.2; or (e) with Client’s consent. Client Confidential Information does not include information that is or becomes public through no fault of Renterra, was already known to Renterra, was received from a third party without restriction, was independently developed, or is Aggregated Data. This Section 10.1 applies during the term of the Agreement and for two (2) years afterward.

10.2 Client’s Obligations. Client will keep confidential, and will not disclose to any third party or use for any purpose other than its internal business purposes, the Renterra Materials, Deliverable formats and templates, Supplemental Analytics, methodologies, pricing, and any other non-public information of Renterra, except as permitted by Section 8.2. Client’s obligations under this Section 10.2 continue for as long as the information remains confidential. Renterra may seek injunctive relief for any breach of this Section 10.2 without posting a bond.

10.3 Professional and Regulatory Use. Nothing in this Section 10 restricts Renterra from using information it learns in the course of the Services to meet its legal, regulatory, and professional obligations.

11. COMMUNICATIONS AND RECORDINGS

11.1 Electronic Communications. Email is the primary channel for communications about the Services. Client consents to receive Deliverables, invoices, notices, and other communications electronically, including by email and through portals or platforms Renterra designates, and to Renterra’s use of unencrypted email. Client is responsible for keeping its contact information current. Renterra is not liable for any loss, delay, interception, or corruption of electronic communications. Renterra is not required to join Client’s internal messaging or collaboration platforms.

11.2 Recording and Transcription. Renterra may record, transcribe, and summarize meetings, calls, and video conferences with Client, including by using AI Tools, and may retain and use those recordings, transcripts, and summaries in accordance with Section 9. By participating, Client consents to this recording. Client is responsible for informing its personnel and other participants of the recording and obtaining any consent required by applicable law.

11.3 Informal Advice and Drafts. Oral comments, informal advice, and draft materials from Renterra Personnel are not final and are not binding on Renterra. Only a Deliverable that Renterra identifies as final is definitive. Client may not rely on drafts or oral statements.

12. DISCLAIMERS

12.1 Standard of Performance. Renterra will perform the Services in good faith and with reasonable care. The Agreement is an agreement to provide services and creates an obligation of means, not of result.

12.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICES, DELIVERABLES, SUPPLEMENTAL ANALYTICS, AND ALL OUTPUTS OF AI TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RENTERRA DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT. RENTERRA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DELIVERABLE WILL SATISFY THE REQUIREMENTS OF ANY LENDER, INVESTOR, REGULATOR, OR TAXING AUTHORITY.

12.3 No Third-Party Reliance. The Services are provided solely for Client. No third party may rely on any Deliverable, and Client will make this clear when it shares Deliverables with third parties. Disclosure of a Deliverable to a third party does not create any relationship, duty, or liability between Renterra and that third party.

12.4 No Guarantee of Outcomes. Renterra does not guarantee any financial, tax, legal, regulatory, financing, valuation, or business outcome, or compliance with any loan covenant or legal requirement.

12.5 Client Decisions. Renterra is not responsible for any decision made by Client or any third party in reliance on the Services, Deliverables, or Supplemental Analytics.

12.6 Changes in Law. Renterra bases the Services on the laws, regulations, and standards in effect when it performs them and has no duty to advise Client of later changes.

13. LIMITATION OF LIABILITY

13.1 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF RENTERRA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD-PARTY PROVIDERS, AND LICENSORS, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO RENTERRA FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

13.2 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF RENTERRA, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, THIRD-PARTY PROVIDERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, DENIAL, DELAY, OR ACCELERATION OF FINANCING, COVENANT DEFAULTS, TAX PENALTIES, INTEREST, OR ADDITIONS TO TAX, FINES, OR REGULATORY PENALTIES, EVEN IF ADVISED OF THEIR POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Specific Exclusions. Without limiting Sections 13.1 and 13.2, Renterra has no liability for losses to the extent arising from: (a) inaccurate, incomplete, or late Client Data or Client’s failure to meet its responsibilities; (b) acts or omissions of Client, its personnel, or Third-Party Providers; (c) fraud, theft, or other wrongdoing by anyone other than Renterra; (d) outputs of AI Tools that Client did not report under Section 4.4; (e) the Excluded Services or any matter outside the Services; or (f) events described in Section 16.

13.4 Exclusive Remedy. For any Service that does not conform to the Agreement, Client’s sole and exclusive remedy, and Renterra’s entire liability, is for Renterra, at its option, to re-perform the non-conforming Service or to refund the fees paid for the affected month’s Service, provided Client has notified Renterra in writing of the non-conformity within thirty (30) days after delivery of the applicable Deliverable.

13.5 Basis of the Bargain. These limitations apply to all claims, regardless of the legal theory, including contract, tort (including negligence), strict liability, and statute, and apply in the aggregate to all claims by Client and its affiliates, owners, and personnel. Client acknowledges that Renterra’s fees reflect this allocation of risk and that Renterra would not provide the Services without these limitations.

13.6 Claims Period. No action arising out of or relating to the Agreement or the Services may be brought by Client more than one (1) year after the cause of action accrues.

13.7 Claims Only Against Renterra. Client will bring any claim only against Renterra and not against any individual officer, employee, contractor, or other Renterra Personnel in their personal capacity, to the fullest extent permitted by law. Those individuals are intended beneficiaries of this Section 13.

13.8 Limits of Law. If applicable law does not permit a limitation or exclusion in this Section 13, it applies to the maximum extent the law allows, and the remainder of this Section 13 remains in effect.

14. CLIENT INDEMNIFICATION

14.1 Indemnity. Client will defend, indemnify, and hold harmless Renterra, its Affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns (the “Renterra Indemnitees”) from and against all claims, demands, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, interest, taxes, costs, and expenses (including reasonable attorneys’, accountants’, and experts’ fees) arising out of or relating to: (a) Client Data, including its accuracy and legality and Renterra’s use of it as permitted by the Agreement; (b) Client’s breach of the Agreement or violation of law; (c) Client’s business, operations, products, and management decisions; (d) any use of, or reliance on, any Deliverable or Supplemental Analytics by Client or any third party, including lenders, investors, regulators, taxing authorities, and purchasers; (e) Client’s tax liabilities, penalties, and interest; or (f) the fraud, misconduct, or negligence of Client or its personnel or agents; in each case except to the extent finally determined by a court or arbitrator of competent jurisdiction to have resulted from the willful misconduct of the Renterra Indemnitee seeking indemnity.

14.2 Procedure. Renterra will notify Client of any claim for which it seeks indemnity (but delay will relieve Client only to the extent Client is materially prejudiced). Renterra may control the defense and settlement of the claim, with counsel of its choosing, at Client’s expense. Client will not settle any claim in a manner that imposes any obligation or admission on a Renterra Indemnitee without Renterra’s written consent.

15. NON-SOLICITATION; PUBLICITY

15.1 Non-Solicitation. During the term of the Agreement and for twelve (12) months afterward, Client will not, directly or indirectly, solicit for employment or engagement, hire, or engage any employee or contractor of Renterra or its Affiliates who performed or supported the Services during the twelve (12) months before the solicitation, hiring, or engagement, without Renterra’s prior written consent. General solicitations not targeted at Renterra Personnel are not a breach of the prohibition on solicitation. If Client breaches this Section 15.1, Client will pay Renterra, as liquidated damages and not as a penalty, an amount equal to twenty-five percent (25%) of the person’s first-year targeted cash compensation from Client, or $30,000, whichever is greater. The parties agree that Renterra’s damages would be difficult to determine and that this amount is a reasonable estimate of them.

15.2 Publicity. Renterra may identify Client as a customer and may use Client’s name and logo, and describe the Services provided to Client, on Renterra’s website and in marketing materials and communications with prospective customers, investors, and partners, including as part of a case study or testimonial that Renterra prepares. Client will not use the name, logo, or marks of Renterra or its Affiliates, or any Deliverable, in advertising or in any public statement without Renterra’s prior written consent.

16. FORCE MAJEURE

16.1 Renterra is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, fire or other casualty, epidemic or pandemic, war, terrorism, or other violence, strikes or labor disputes, governmental acts, orders, or laws, power, internet, or telecommunications failures, cyberattacks and malware, and outages or failures of banks, data aggregators, software vendors, or other Third-Party Providers. This Section 16 does not excuse Client’s obligation to pay fees.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. The Agreement, and all claims arising out of or relating to it or the Services, are governed by the laws of the State of Illinois, without regard to its conflict of laws rules.

17.2 Informal Resolution. Before starting arbitration or any court action, the party raising a dispute must give the other party written notice describing it, and the parties will attempt in good faith to resolve it through discussions between senior management for thirty (30) days. This does not apply to claims Renterra brings under Section 17.5.

17.3 Binding Arbitration. Except as provided in Section 17.5, any dispute, claim, or controversy arising out of or relating to the Agreement or the Services, including its existence, validity, interpretation, performance, breach, or termination, and including any question of arbitrability, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. A single arbitrator will hear the dispute. The arbitration will be seated in Chicago, Illinois, and hearings may be held in person in Chicago or by video. The Federal Arbitration Act governs this Section 17. The arbitrator’s award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. The parties will keep the arbitration, and all filings and awards, confidential, except as needed to enforce an award or as required by law. Each party will bear its own attorneys’ fees and share equally the AAA and arbitrator fees, except as stated in Section 6.5.

17.4 Class Action and Jury Trial Waivers. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL.

17.5 Exceptions. Notwithstanding Section 17.3: (a) Renterra may seek injunctive or other equitable relief, and may bring an action to collect unpaid fees, in the state or federal courts located in Cook County, Illinois, and Client consents to the exclusive jurisdiction and venue of those courts for those purposes; and (b) either party may bring an individual action in small claims court in Cook County, Illinois, if the claim is within that court’s jurisdiction.

18. GENERAL PROVISIONS

18.1 Changes to These Terms. Renterra may update these Terms from time to time by giving Client at least thirty (30) days’ notice by email (or any shorter period required by law). The updated Terms apply to Services provided after the effective date stated in the notice. If Client does not agree to an update, Client may terminate under Section 7.2 before the effective date, and otherwise Client’s continued receipt of the Services is acceptance of the update. Except as stated in this Section and in Section 6.2, a change to an Order Form must be in writing and signed (including electronically) by both parties.

18.2 Assignment. Client may not assign or transfer the Agreement, by operation of law, change of control, or otherwise, without Renterra’s prior written consent, and any attempted assignment without consent is void. Renterra may assign or transfer the Agreement or any Order Form, in whole or in part, without Client’s consent, to any Affiliate (including a subsidiary or other entity formed to provide the Services) or to a successor in connection with a merger, reorganization, financing, or sale of equity, assets, or any business line, on notice to Client. Client will sign any confirmation or novation Renterra reasonably requests to give effect to an assignment. The Agreement binds and benefits the parties and their permitted successors and assigns.

18.3 Affiliates. Renterra may perform its obligations and exercise its rights through its Affiliates. An Affiliate that performs Services may enforce the Agreement directly.

18.4 Independent Contractors; No Fiduciary Duty. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship, and Renterra has no authority to bind Client. To the fullest extent permitted by law, Renterra owes Client no fiduciary duties.

18.5 No Third-Party Beneficiaries. Except for the Renterra Indemnitees and the individuals described in Section 13.7, nothing in the Agreement confers any right or remedy on any third party.

18.6 Notices. Notices to Renterra must be in writing and sent to Renterra’s notice email address and mailing address stated in the Order Form. Renterra may give notices to Client by email to any Client contact stated in the Order Form or later provided to Renterra, or through any portal Renterra designates. Notices by email are effective when sent.

18.7 Electronic Signatures and Records. The parties may sign the Agreement and any Order Form electronically and in counterparts, and electronic signatures and records have the same effect as originals.

18.8 Severability; Waiver; Remedies. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, in a way that most closely reflects the parties’ intent, and the other provisions remain in effect. A waiver is effective only if in writing and signed by the waiving party. Rights and remedies under the Agreement are cumulative.

18.9 Compliance; Sanctions. Each party will comply with the laws that apply to it in connection with the Agreement. Renterra may suspend or terminate the Services immediately, and may disclose information to authorities, if required by law or if Renterra reasonably suspects unlawful activity or a sanctions violation.

18.10 Language. The Agreement is written in English, and the English version controls.