Client Acknowledgment, Disclaimer & Limitation of Liability

LedgeBite provides commercial lease review and tenant-side business advisory services designed to help clients better understand the business, financial, operational, and practical implications of commercial lease documents.

Depending upon the service selected, LedgeBite may provide an annotated lease, prioritized risk report, negotiation brief, rent schedule analysis, or other business-focused review concerning matters such as:

• New commercial leases;
• Existing or midterm leases;
• Renewals and extension options;
• Lease amendments and riders;
• Exit or buyout considerations;
• Guaranties;
• Estoppels and consents;
• Subordination, Non-Disturbance and Attornment Agreements ("SNDAs");
• Rent and other monetary obligations; and
• Other commercial lease-related documents or issues accepted by LedgeBite for review.

The scope of each engagement is limited to the service or services selected by Client and accepted by LedgeBite.

LedgeBite is not a law firm and does not provide legal representation or legal advice.

LedgeBite does not act as Client's attorney, and use of LedgeBite does not create an attorney-client relationship.

LedgeBite does not provide legal opinions regarding the validity, legality, interpretation, enforceability, or legal effect of any contract, lease provision, statute, regulation, claim, defense, or legal right.

LedgeBite may identify provisions that present potential business risk, explain their practical or commercial significance, identify negotiation considerations, and recommend that particular issues be reviewed with qualified legal counsel.

Any attorney referenced or recommended by LedgeBite is independent from LedgeBite unless expressly stated otherwise.

LedgeBite does not prepare legal instruments or provide substitute contractual language for Client.

Annotations, comments, reports, negotiation points, or other materials provided by LedgeBite are intended to identify business concerns and potential outcomes for Client to consider or discuss with the appropriate parties.

Where modification of contractual language may be appropriate, Client should have qualified legal counsel prepare, revise, approve, or negotiate the final language.

Unless expressly agreed otherwise in writing, LedgeBite does not provide legal, tax, accounting, financial, insurance, engineering, architectural, environmental, or other licensed professional advice.

Clients should consult the appropriate qualified professional when a lease issue requires expertise outside the scope of LedgeBite's business advisory services.

Client remains solely responsible for all business and contractual decisions.

LedgeBite's services are intended to assist Client's decision-making process and are not a substitute for Client's independent judgment or professional legal advice.

Client is responsible for reviewing all deliverables and determining whether additional professional advice is necessary before signing, modifying, terminating, renewing, extending, or otherwise acting upon any lease or related agreement.

LedgeBite's review is based upon the documents and information supplied by Client.

Client represents that, to the best of Client's knowledge:

1. Documents submitted for review are complete and accurate;
2. Client has provided all amendments, riders, exhibits, guaranties, side agreements, notices, and other documents reasonably relevant to the requested review;
3. Client is authorized to possess and provide the submitted materials to LedgeBite; and
4. Providing those materials to LedgeBite does not knowingly violate any applicable confidentiality obligation or third-party right.

LedgeBite is not responsible for conclusions affected by missing, incomplete, inaccurate, illegible, corrupted, outdated, or undisclosed information.

LedgeBite may request additional documentation when necessary but has no obligation to independently investigate whether additional documents exist.

Commercial lease negotiations and landlord-tenant relationships involve numerous factors outside LedgeBite's control.

LedgeBite does not guarantee:

• That a landlord or other party will accept any recommendation or negotiation position;
• That Client will obtain a particular concession, modification, renewal, termination, buyout, settlement, or financial result;
• That use of LedgeBite will produce savings;
• That a transaction will close or continue;
• That a landlord will or will not exercise a contractual right; or
• Any particular legal or business outcome.

Past results, examples, or potential savings do not guarantee future results.

Unless specifically included within the purchased service and separately accepted by LedgeBite, LedgeBite does not act as Client's agent, broker, attorney, property manager, or authorized representative in communications or negotiations with landlords or other third parties.

Nothing provided by LedgeBite grants LedgeBite authority to bind Client to an agreement or make commitments on Client's behalf.

LedgeBite may use commercially available software, document-processing systems, artificial intelligence tools, or other technology to assist with document organization, extraction, analysis, quality control, or preparation of deliverables.

Technology may assist the review process but does not replace LedgeBite's business-focused review.

Automated systems can produce errors, omissions, or inaccurate outputs. LedgeBite therefore does not represent that any automated extraction or analysis will be error-free.

Client should not rely upon an automated result displayed by the website as a substitute for a completed LedgeBite review.

LedgeBite will use reasonable measures to protect documents and non-public information submitted by Client and will use such information for purposes reasonably related to providing the requested services, operating the service, maintaining records, preventing fraud or misuse, and complying with applicable law.

However, electronic transmission and storage involve inherent security risks, and LedgeBite cannot guarantee absolute security.

Additional information regarding collection, storage, use, retention, or deletion of information may be addressed in LedgeBite's Privacy Policy.

Client is responsible for identifying and monitoring all deadlines associated with its lease or transaction, including notice periods, renewal dates, option deadlines, cure periods, response deadlines, termination rights, and other time-sensitive obligations.

Unless LedgeBite expressly agrees in writing to monitor a particular deadline, submission of a document to LedgeBite does not transfer responsibility for that deadline to LedgeBite.

To the fullest extent permitted by applicable law, LedgeBite shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost business opportunities, business interruption, loss of goodwill, or losses arising from decisions made by Client or actions taken by third parties.

To the fullest extent permitted by applicable law, LedgeBite's aggregate liability arising from or relating to a particular engagement shall not exceed the amount actually paid by Client to LedgeBite for the service giving rise to the claim.

Nothing in this Agreement is intended to exclude or limit liability that cannot lawfully be excluded or limited.

LedgeBite is not responsible for the acts, omissions, statements, decisions, or conduct of landlords, property managers, brokers, attorneys, accountants, lenders, governmental agencies, vendors, technology providers, or other third parties.

To the extent permitted by applicable law, Client agrees to indemnify and hold LedgeBite harmless from third-party claims, losses, liabilities, or expenses arising from Client's unauthorized submission of documents, Client's violation of third-party rights, Client's material misrepresentation to LedgeBite, or Client's unlawful use of LedgeBite's services.

This provision does not require Client to indemnify LedgeBite for liability that applicable law prohibits LedgeBite from transferring to Client.

LedgeBite's services and deliverables are prepared solely for the Client that purchased the applicable service.

Landlords, lenders, investors, purchasers, guarantors, brokers, attorneys, and other third parties may not rely upon a LedgeBite deliverable without LedgeBite's prior written consent.

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict-of-law principles.

Subject to any applicable law requiring otherwise, any dispute arising from this Agreement or LedgeBite's services shall be brought in a court of competent jurisdiction located in the State of Connecticut.

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in effect.

Client agrees that electronic acceptance of this Agreement has the same force and effect as a physical signature.

Acceptance of this Agreement is required before Client may submit documents to LedgeBite for review. Client may be required to provide identifying information, including Client's name, business or entity name, email address, and other information reasonably necessary to associate the acceptance with the applicable engagement.

By selecting "I Agree," "Accept," "Submit for Review," or similar language presented with this Agreement, Client confirms that Client has had an opportunity to read this Agreement and voluntarily agrees to its terms.

LedgeBite may create and retain an electronic record documenting Client's acceptance, including the version of this Agreement accepted, the date and time of acceptance, identifying information provided by Client, the service or services selected, and the document submission or engagement associated with the acceptance.

Client agrees that such electronic records may be maintained by LedgeBite as evidence of Client's acceptance of this Agreement.

Acceptance applies to the specific submission or engagement with which the acceptance is associated. LedgeBite may require Client to accept the then-current version of this Agreement for subsequent submissions or engagements.

By accepting this Agreement, Client acknowledges and agrees:

I understand that LedgeBite is not a law firm and is not acting as my attorney. I understand that LedgeBite provides business-focused commercial lease review and advisory services and does not provide legal advice or draft legal documents. I remain responsible for my business and contractual decisions and understand that I should consult qualified legal counsel regarding legal rights, obligations, enforceability, or contractual language. I have read and agree to the Client Acknowledgment, Disclaimer & Limitation of Liability.