FSS COMMERCIAL SERVICES TERMS AND CONDITIONS

CONTRACTUAL RELATIONSHIP: Cereus Holdings, LLC DBA Franchise Support Services a Texas limited liability company (“FSS”), provides a detailed commercial project takeoff review called Takeoff (“TO”) that enables you to bid on a project for the purpose of selling custom manufacturing window treatments or obtaining custom manufacturing services. These Terms and Conditions (“Terms”) govern your access or use of TO and any related content or services (collectively, the “Services,” as defined below) by Cereus and its subsidiaries, representatives, affiliates, officers, managers, members and directors (collectively, the “Cereus Group”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Cereus.

By accessing or using TO or the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use TO or the Services. These Terms expressly supersede prior agreements or arrangements with you regarding the use of TO or the Services.

Cereus may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to TO or the Services or any portion thereof, including the data and photographs collected as a result of your use of TO or the Services, at any time for any reason TO or your failure to comply with these Terms.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND CEREUS CAN BE BROUGHT. PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH CEREUS ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS AGREEMENT.

Cereus may make changes to these Terms from time to time. If Cereus makes changes, it will provide you with written notice of such changes, such as by sending an email providing a notice through TO, or updating the date at the top of these Terms. Unless Cereus states otherwise in its notice, the amended Terms will be effective immediately and your continued access to and use of TO and the Services after Cereus provides such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using TO and the Services.

TO’s collection and use of personal information in connection with TO and the Services is described in TO’s Privacy Notice as shown below.

1. ARBITRATION AGREEMENT

(a) Governing Law; Arbitration: These Terms shall be governed by and construed in accordance with the internal laws of the State of Texas. All disputes, controversies or differences (the "Dispute") which may arise out of, in relation to, or in connection with these Terms, unless settled by mutual consultation in good faith, be submitted to a mediation proceeding to be held in Houston, Texas within thirty (30) days from the date the Dispute first arises. In the event the parties cannot mutually agree upon a mediator, the parties can jointly or unilaterally request the American Arbitration Association ("AAA") to appoint a mediator. If the dispute is not resolved by mutual agreement within sixty (60) days from the day the Dispute first arose, the Dispute shall be finally settled under the rules and procedures of the AAA then in effect, such arbitration to be conducted in Houston, Texas. In the event the parties cannot mutually agree upon an arbitrator, the parties can jointly or unilaterally request the AAA to appoint an arbitrator The arbitrator shall only interpret and apply the Terms and shall not change any Terms thereof or deprive any party of any right or remedy expressly or implicitly provided for in this Agreement. Any arbitration award rendered shall be final and binding upon the parties hereto. Judgment upon any arbitration award rendered pursuant hereto may be entered in any court of competent jurisdiction or application may be made to such court for judicial recognition of the award or an order of enforcement, as the case may be.

2. PAYMENT

Use of TO or the Services may result in charges to you for use of TO or the Services you receive from TO. If you think a correction should be made to any charge you incurred, you must let Cereus known in writing within 30 days after the charge took place or Cereus will have no further responsibility and you waive your right to later dispute the amounts charged and shall remain liable for payment.

3. NOTICE

Cereus may give notice on or through TO or the Services, confirmed electronic mail to the email address associated with your Account, or by telephone or text message to any phone number provided in connection with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through TO or the Services). You may give notice to Cereus, with such notice deemed given when received by Cereus, at any time by confirmed electronic mail to Email.

4. ASSIGNMENT

You may not assign these Terms without Cereus’s prior written approval. Cereus may assign these Terms without your Consent. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, independent contractor, employment, or agency relationship exists between you, Cereus or any Third-Party provider as a result of this Agreement or use of TO or the Services.

5. CONFIDENTIALITY

Confidential Information. All information and data which a Party may make available to the other Party in any way related to or connected with the Services and/or this Agreement shall be deemed proprietary and confidential (“Confidential Information”). Each receiving Party shall maintain all such information in the receiving Party’s control and/or custody confidential. Confidential Information may not be used, except for the purposes determined by this Agreement, or shared with third parties without the prior written approval of the disclosing Party. No Party shall be held responsible for disclosing or using information which are considered confidential under this Agreement, but which: (i) at the time of disclosure is published or becomes otherwise available to the general public as part of the public domain through no act, failure or negligence of the recipient and without any breach of this Agreement; or (ii) is required to be disclosed under any law by any competent authority. The Party violating the confidentiality obligation from this Section shall be responsible, without any restrictions, for all damage caused to the other Party as a consequence of violating the confidentiality obligation. The confidentiality obligation shall remain in force upon the expiration or termination of this Agreement. Each Party’s agents, contractors or employees shall be bound by similar restrictions protecting such Confidential Information.

6. DISCLAIMERS: LIMITATION OF LIABILITY; INDEMNITY

TO AND THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE.” CEREUS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CEREUS MAKES NO REPRESENTATION, WARRANTY, OR AVAILABILITY OF TO OR THE SERVICES OR THAT TO OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF TO OR THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CEREUS DOES NOT GUARANTEE THE AVAILABILITY OF ANY DATA COLLECTED BY THE SERVICES.

CEREUS DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY TO OR THE SERVICES. CEREUS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TO, THE SERVICES, OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CEREUS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ANY MEMBER OF THE CEREUS GROUP, EVEN IF ANY MEMBER OF THE CEREUS GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO MEMBER OF THE CEREUS GROUP SHALL BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE TO OR SERVICES OR YOUR INABILITY TO ACCESS OR USE TO OR THE SERVICES.

TO OR THE SERVICES MAY BE USED BY YOU TO FACILITATE ORDERING WINDOW TREATMENT MANUFACTURING SERVICES, BUT YOU AGREE THAT CEREUS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PRODUCTS PROVIDED TO YOU BY THIRD-PARTY PROVIDERS.

CEREUS SHALL HAVE NO LIABILITY OR RESPONSIBILITY SHOULD YOU INCORRECTLY PROVIDE ANY INFORMATION THROUGH TO OR MISREPRESENT ANY INFORMATION PROVIDED TO CEREUS.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. THE LIMITATION OF LIABILITY OF THE MEMBERS OF THE CEREUS GROUP SHALL BE LIMITED TO THE EXTENT PERMITTED BY THE LAWS OF THE STATE OF TEXAS AND SHALL HAVE NO EFFECT ON CEREUS’S CHOICE OF LAW PROVISION SET FORTH ABOVE.

YOU AGREE TO INDEMNIFY AND HOLD CEREUS AND ITS AFFILIATES AND THEIR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS, DAMAGES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES), ARISING OUT OF OR IN CONNECTION WITH (I) YOUR USE OF TO OR THE SERVICES OR GOODS OBTAINED THROUGH YOUR USE OF TO OR THE SERVICES; (II) YOUR BREACH OR VIOLATION OF ANY TERMS; OR (III) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.