Terms of Service

Effective date: October 2, 2026

Version: 2026-10-02-v3

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CREATING AN ACCOUNT, EMBEDDING THE QUOTEWILLOW ESTIMATOR, OR STARTING A FREE TRIAL OR SUBSCRIPTION. SECTION 18 CONTAINS A MANDATORY BINDING ARBITRATION PROVISION AND A CLASS ACTION AND JURY TRIAL WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 18.5.

These Terms of Service (these "Terms") constitute a legally binding agreement between QuoteWillow LLC, a Florida limited liability company ("QuoteWillow," the "Company," "we," "us," or "our"), and the individual or legal entity that creates an Account, accepts these Terms, or otherwise accesses or uses the Services (the "Builder," "you," or "your").

Capitalized terms used but not otherwise defined where they first appear are defined in Section 1 (Definitions) below.

SECTION 1. DEFINITIONS

As used in these Terms, the following terms have the meanings set forth below:

"Account" means the authenticated builder account that the Builder creates in the QuoteWillow app, through which the Builder and its Authorized Users configure the Services, manage the Price Book, and receive Leads.

"AI Output" means any interpretation, summary, extracted measurement, scope description, classification, or other output generated in whole or in part by an AI Provider in connection with the Services.

"AI Provider" means a third-party artificial intelligence service used to interpret Homeowner Submissions, as listed in Exhibit A.

"Authorized User" means an employee, officer, contractor, or other individual whom the Builder invites to, or permits to use, the Builder's Account, as described in Section 4.3.

"Billing Period" means each one-month period for which the Subscription fee is charged, beginning on the date the Free Trial ends (or, if there is no Free Trial, the date of the first charge) and each monthly anniversary of that date.

"Builder Content" means the Price Book, company information, configuration settings, and any other content or materials the Builder or its Authorized Users submit to the Services, other than Homeowner Data.

"Builder Data" means, collectively, Builder Content and Homeowner Data.

"Builder Website" means any website owned or controlled by the Builder on which the Builder embeds the Estimator.

"Confidential Information" has the meaning assigned to it in Section 15.

"Connected AI Key" means an API key or similar credential for an AI Provider account that the Builder chooses to connect to the Services, as described in Section 3.4.

"Data Processing Addendum" or "DPA" means the data processing addendum set forth in Exhibit B.

"Effective Date" means the date the Builder first accepts these Terms, as described in Section 2.2.

"Estimate" means a preliminary, non-binding cost range or price indication generated by the Services from the Builder's Price Book in response to a Homeowner Submission.

"Estimator" means the QuoteWillow embeddable website widget that the Builder places on a Builder Website, through which Homeowners describe projects, upload photos and PDF plans, and receive Estimates.

"Force Majeure Event" has the meaning assigned to it in Section 12.5.

"Free Trial" means the free trial period described in Section 5.2.

"Homeowner" means an individual who uses the Estimator on a Builder Website.

"Homeowner Data" means the personal information and other information that Homeowners submit through the Estimator, together with Estimates, AI Output, and Lead records derived from it.

"Homeowner Submission" means the information a Homeowner provides through the Estimator, including a project description, photos, PDF plans, and contact details.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and other proprietary or intellectual property rights recognized in any jurisdiction.

"Law" means any applicable federal, state, or local law, statute, regulation, rule, ordinance, or governmental order.

"Lead" means a record of a Homeowner Submission, including the Homeowner's contact details and any Estimate, that the Services make available to the Builder in the Account.

"Losses" means any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees.

"Plan Review" has the meaning assigned to it in Section 5.4.

"Price Book" means the prices, unit costs, line items, assumptions, and related pricing information that the Builder enters into or maintains in the Services and from which Estimates are calculated.

"Privacy Policy" means the QuoteWillow Privacy Policy published at https://www.quotewillow.com/privacy/, as updated from time to time.

"Service Providers" means the third-party vendors that the Company engages to host, store, transmit, or otherwise process data in operating the Services, as listed in Exhibit A. (This term refers to the Company's vendors. The Company's own role toward the Builder under U.S. state privacy laws is described in Exhibit B.)

"Services" means, collectively, the QuoteWillow builder app, the Estimator, the Site, and any related features, support, and websites that the Company makes available under these Terms.

"Site" means the Company's website at https://www.quotewillow.com and any subdomains or successor URLs.

"Subscription" means the Builder's recurring paid plan for the Services, as described in Section 5.

"Third-Party Services" means third-party platforms, tools, integrations, or services that are linked to, connected to, or accessible through the Services, including AI Providers and Stripe.

SECTION 2. ACCEPTANCE OF TERMS

2.1 Agreement by Acceptance

By creating an Account, accepting an invitation to join an Account, starting a Free Trial or Subscription, embedding the Estimator, or otherwise accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, and the Data Processing Addendum. If you do not agree to these Terms in their entirety, you must not create an Account and must discontinue use of the Services.

2.2 Clickwrap and Electronic Acceptance

To create an Account, or to join an existing Account through an invitation, you must affirmatively check a box confirming that you agree to these Terms and the Privacy Policy. When the Company publishes a new version of these Terms or the Privacy Policy that requires re-acceptance under Section 17, you must check the same box again before continuing to use the Account. Each such acceptance constitutes your legally binding electronic signature for purposes of the Electronic Signatures in Global and National Commerce Act (E-Sign Act), 15 U.S.C. Section 7001 et seq., and applicable state electronic signature laws, including the Florida Uniform Electronic Transaction Act.

The Company keeps a record of each acceptance event, including the document and version accepted, the date and time of acceptance, the email address of the accepting user, the Account associated with that user, whether the acceptance occurred at sign-up, through an invitation, or as a re-acceptance, the Internet Protocol ("IP") address from which the acceptance was submitted, and the browser user agent. The recorded IP address is supporting evidence; the date and time, the user, and the version accepted are the primary record of acceptance. After each acceptance, the Company sends a confirmation to the accepting user's email address identifying the documents and versions accepted.

2.3 Capacity and Authority to Contract

You represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity to enter into a binding contract; and (c) if you are entering into these Terms on behalf of a legal entity, you have the authority to bind that entity, and all references to "you" or the "Builder" refer to that entity. You further represent that you are not barred from receiving the Services under any applicable Law.

2.4 Business Use Only; Geographic Restrictions

Accounts are offered for business use only, to residential contractors, builders, remodelers, and similar businesses that use the Services in the operation of their trade. Accounts are not intended for personal, household, or family purposes. The Services are offered only to businesses located in the United States and are not directed to, and are not intended for use by, businesses or individuals located in the European Union, the European Economic Area, the United Kingdom, or Switzerland ("Restricted Jurisdictions"). If you access the Services from a Restricted Jurisdiction, you do so on your own initiative and at your own risk; your use is not solicited by the Company. Data submitted through the Services is processed in the United States as described in the Privacy Policy.

2.5 Homeowners Are Not Parties to These Terms

Homeowners who use the Estimator on a Builder Website are not parties to these Terms. A Homeowner's relationship regarding any project, Estimate, or Lead is with the Builder. The Company's handling of Homeowner Data is described in the Privacy Policy, in the section titled "Homeowners Using a Builder's Estimator" (https://www.quotewillow.com/privacy/#homeowners), and in Exhibit B.

SECTION 3. DESCRIPTION OF THE SERVICES

3.1 The QuoteWillow Platform

QuoteWillow is a software service for residential contractors. The Services consist of: (a) the builder app, in which the Builder creates an Account, maintains its Price Book, configures the Estimator, and reviews Leads; (b) the Estimator, which the Builder embeds on a Builder Website; (c) the calculation of preliminary Estimates from the Builder's own Price Book; (d) AI-assisted interpretation of Homeowner project descriptions, photos, and PDF plans, where the Builder has connected a Connected AI Key; and (e) delivery of Leads to the Builder in the Account.

3.2 The Estimator

The Estimator allows a Homeowner visiting a Builder Website to describe a project, upload photos and PDF plans, provide contact details, and receive a preliminary Estimate. Before a Homeowner's project is sent for an Estimate, the Estimator displays a notice that the Homeowner's project details, files, and any contact details go to the Builder and are processed by QuoteWillow, including by AI service providers, to prepare the Estimate, with a link to the Privacy Policy. The Estimator does not set cookies.

3.3 Preliminary Estimates from the Builder's Price Book

Estimates are calculated from the Price Book that the Builder enters and maintains. The Company does not supply, recommend, verify, or set the Builder's prices. The accuracy and usefulness of any Estimate depends on the completeness and accuracy of the Builder's Price Book and of the information the Homeowner provides. Estimates are subject to Section 6 (Estimates and AI Output).

3.4 AI-Assisted Interpretation; Connected AI Keys

Where the Builder connects a Connected AI Key, the Services send Homeowner project descriptions, photos, and PDF plans to the applicable AI Provider through that key in order to interpret the project for use in preparing an Estimate. The AI Provider currently supported is listed in Exhibit A. If the Builder does not connect a Connected AI Key, Homeowner Submissions are not sent to an AI Provider. The Company stores Connected AI Keys in encrypted form and uses them only to process Homeowner Submissions for the Builder that connected them. The Builder's use of an AI Provider account is subject to Section 10.2.

3.5 Leads

When a Homeowner submits a request through the Estimator, the Services make a Lead available to the Builder in the Account. The Services do not send Leads, Estimates, or other messages to Homeowners by email or text message. The Company sends transactional emails to the Builder and its Authorized Users about the Account, such as password reset links, team invitations, confirmations of acceptance, and the notices described in Sections 5.7, 17, and 19.2. The Builder is responsible for reviewing Leads in the Account and for any follow-up with Homeowners.

3.6 Changes to the Services

The Company may add, modify, or discontinue features of the Services at any time. If the Company makes a change that materially reduces the core functionality of the Services during a paid Billing Period, the Company will give reasonable advance notice through the app or the Site, and the Builder may cancel under Section 5.9.

3.7 Service Providers

The Company engages the Service Providers listed in Exhibit A to host, operate, and support the Services. The Company may add, remove, or replace Service Providers by updating Exhibit A, subject to the notice and objection process in Section B.6 of Exhibit B.

SECTION 4. ACCOUNTS AND REGISTRATION

4.1 Account Creation

To create an Account, the Builder must provide its company name, an email address, a password, and the five-digit ZIP code of the area where the Builder primarily works (the "Service ZIP"), and must accept these Terms and the Privacy Policy as described in Section 2.2. The Builder agrees to provide accurate, current, and complete information and to update it promptly to keep it accurate and current.

4.2 Account Security

The Builder is solely responsible for maintaining the confidentiality of its Account credentials and for all activity that occurs under its Account. The Builder must promptly notify the Company at hello@quotewillow.com if it becomes aware of any unauthorized access to or use of its Account or any other security breach. The Company is not liable for any Losses arising from unauthorized use of the Builder's Account credentials where such use results from the Builder's failure to maintain reasonable security.

4.3 Authorized Users and Team Invitations

The Builder may invite Authorized Users to its Account. Each Authorized User who creates a login through an invitation must accept these Terms and the Privacy Policy when doing so. The Builder is responsible for the acts and omissions of all Authorized Users to the same extent as its own acts and omissions, and must promptly revoke the access of any Authorized User whose authorization ends. Account credentials may not be shared with anyone who is not an Authorized User.

4.4 Account Suspension

The Company may suspend or restrict the Builder's Account, the Estimator, or both, immediately and without prior notice, if: (a) the Builder breaches any provision of these Terms; (b) the Builder fails to pay any fees when due; (c) the Builder's use of the Services poses a security risk or legal liability to the Company, Homeowners, or third parties; or (d) the Company is required to do so by Law. Where reasonably practicable, the Company will tell the Builder the reason for the suspension and how it may be resolved.

4.5 Information Provided by the Builder

By submitting information to the Services, the Builder represents that: (a) the information is accurate, current, and complete; (b) the Builder has the right and authority to provide it; and (c) the Builder will not submit, or configure the Estimator to request, Social Security numbers, financial account or payment card numbers, government identification numbers, health information, or other sensitive personal information that is not necessary for preparing a preliminary Estimate.

SECTION 5. PLAN, FREE TRIAL, AND BILLING

5.1 Monthly Plan

The QuoteWillow Monthly plan costs $75 per month, plus any applicable taxes, and includes up to 25 plan reviews per month. Fees are charged in advance for each Billing Period. Fees and plan details shown on the Site or at checkout at the time of purchase apply to the Builder's Subscription, subject to Section 5.7.

5.2 Free Trial

New Accounts are eligible for a 30-day free trial of the Monthly plan, which includes the same allowance of up to 25 plan reviews per month. To start the Free Trial, the Builder must provide a payment method at checkout, which is collected and stored by Stripe. UNLESS THE BUILDER CANCELS BEFORE THE FREE TRIAL ENDS, THE FREE TRIAL CONVERTS AUTOMATICALLY TO A PAID MONTHLY SUBSCRIPTION AT $75 PER MONTH, AND THE PAYMENT METHOD ON FILE WILL BE CHARGED ON THE DAY THE FREE TRIAL ENDS AND ON EACH MONTHLY RENEWAL DATE THEREAFTER UNTIL THE BUILDER CANCELS. The Company may limit the Free Trial to one per business and may decline or end a Free Trial that it reasonably believes is being used to avoid fees.

5.3 Recurring Billing and Renewal

After the Free Trial, the Subscription renews automatically each month at the then-current monthly fee until cancelled under Section 5.9. Before the Builder completes checkout, the Company and Stripe will disclose the amount to be charged, the date on which charges will begin, that the Subscription renews monthly until cancelled, and how to cancel. The Builder's completion of checkout constitutes its affirmative consent to these recurring billing terms, and the Company and Stripe retain records of that consent.

5.4 Plan Reviews

A "Plan Review" means one project submitted by a Homeowner through the Estimator for interpretation and preliminary estimating. Refinements, clarifications, or follow-up changes to the same request do not count as separate Plan Reviews. Unused Plan Reviews do not roll over to later months and have no cash value.

5.5 Usage Above 25 Plan Reviews

The Company does not charge automatic overage fees. If the Builder's Account receives more than 25 Plan Reviews in a Billing Period (or during a month of the Free Trial), the Company may, at its option: (a) pause new Plan Reviews through the Estimator for the rest of that Billing Period or month; or (b) offer the Builder a Custom plan under Section 5.6. The Company will not charge the Builder for additional Plan Reviews unless the Builder has agreed in writing to a Custom plan.

5.6 Custom Plans

Builders that need more Plan Reviews or other arrangements may contact the Company at hello@quotewillow.com to discuss a Custom plan. The price and scope of a Custom plan will be set out in a written order or order confirmation, which incorporates these Terms by reference.

5.7 Price Changes

The Company may change its prices. Any price change for an existing Subscription will take effect only at the start of the first Billing Period that begins at least thirty (30) days after the Company gives notice of the change by email to the Account owner and in the app. If the Builder does not agree to the new price, the Builder may cancel before the change takes effect under Section 5.9.

5.8 Payment Processing

Payments are processed by Stripe, Inc. ("Stripe"), a third-party payment processor. By providing a payment method, the Builder: (a) authorizes the Company and Stripe to charge the applicable fees and taxes to that payment method at the start of each Billing Period; (b) represents that it is authorized to use that payment method; and (c) acknowledges that Stripe's own terms of service and privacy policy govern the Builder's payment transactions with Stripe. The Company does not receive or store full payment card numbers.

5.9 Cancellation

The Builder may cancel its Free Trial or Subscription at any time by either: (a) using the Billing page in the builder dashboard, which opens the Builder's secure Stripe customer portal, where the Builder can also update its payment method and view invoices; or (b) emailing hello@quotewillow.com from the email address associated with the Account, with the subject line "Cancel Subscription for" followed by the Builder's company name (for example, "Cancel Subscription for Northstar Homes"). Cancellation takes effect at the end of the current Free Trial or Billing Period, and no further charges will be made after that date. The Builder keeps access to the Services until then. If the Builder cancels during the Free Trial, it will not be charged. The Company records the date and time of each cancellation request.

5.10 Refunds

Fees are non-refundable, and the Company does not provide refunds or credits for partial Billing Periods, unused Plan Reviews, or periods in which the Builder did not use the Services, except that the Company will issue a refund where: (a) a duplicate charge or billing error has occurred; or (b) a refund is required by applicable Law, including state automatic renewal laws. To request such a refund, the Builder must email hello@quotewillow.com with the subject line "Refund Request for" followed by the Builder's company name, and a brief description of the circumstances.

5.11 Failed Payments

If a payment is declined or fails, Stripe may retry the charge. If payment cannot be collected, the Company may, after notice through the app (or, where the Company chooses, by email), pause the Estimator, suspend access to the Account, or terminate the Subscription for non-payment. Any outstanding balance remains due.

5.12 Disputed Charges and Chargebacks

The Builder agrees to contact the Company at hello@quotewillow.com before initiating a chargeback or payment dispute, and the Company will cooperate in good faith to resolve legitimate billing disputes. If the Builder initiates a chargeback in bad faith or for a charge that is valid under these Terms, the Company may terminate the Account and pursue available remedies, including recovery of chargeback fees.

5.13 Taxes

Fees do not include sales, use, or similar taxes. The Builder is responsible for all taxes applicable to its purchase of the Services, except taxes assessed on the Company's net income. Where the Company or Stripe is required to collect tax, it will be added to the amount charged.

SECTION 6. ESTIMATES AND AI OUTPUT

6.1 Estimates Are Preliminary

ESTIMATES AND AI OUTPUT ARE PRELIMINARY AND FOR INFORMATIONAL PURPOSES ONLY. THEY ARE NOT BIDS, QUOTES, OFFERS, CONTRACTS, OR PRICE COMMITMENTS, AND THEY ARE NOT CONSTRUCTION PLANS, DESIGNS, ENGINEERING, SURVEYING, ARCHITECTURAL SERVICES, INSPECTIONS, PERMITTING ADVICE, OR BUILDING CODE ADVICE. AN ESTIMATE IS AN AUTOMATED CALCULATION BASED ON THE BUILDER'S PRICE BOOK AND ON INFORMATION A HOMEOWNER PROVIDED, WHICH MAY BE INCOMPLETE OR INACCURATE, AND IT MAY DIFFER SIGNIFICANTLY FROM THE ACTUAL COST OF ANY PROJECT.

6.2 The Builder Alone Is Responsible for Prices, Scope, and Communications

The Builder alone is responsible for: (a) the prices, assumptions, and other content of its Price Book; (b) the scope, price, and terms of any bid, quote, proposal, or contract it offers a Homeowner; (c) any site visit, measurement, design, engineering, or permitting work required for a project; and (d) everything the Builder communicates to Homeowners, including any representation about an Estimate. The Builder agrees to review each Lead, and to confirm project scope and pricing independently, before making any commitment to a Homeowner. The Company is not a party to, and has no responsibility for, any agreement or dealings between the Builder and a Homeowner.

6.3 Limitations of AI Output

AI-assisted interpretation is subject to inherent limitations, including errors, misreading of photos, drawings, dimensions, or text, outdated training data, and variation in outputs for similar inputs. AI Output may be inaccurate, incomplete, or inconsistent, and it is not reviewed by Company personnel before it is used to prepare an Estimate or shown in a Lead. AI Output does not carry any guarantee of accuracy, completeness, or fitness for a particular purpose, and the Builder should verify any AI Output before relying on it.

6.4 Automated Processing

Estimates are generated automatically when a Homeowner uses the Estimator. Because Estimates are preliminary and non-binding, and because the Builder decides whether and on what terms to offer any work, the Services are not designed to make decisions that produce legal or similarly significant effects on Homeowners. The Builder must not represent an Estimate to a Homeowner as a binding price or as a decision about the Homeowner's eligibility for any service.

6.5 No Professional Advice

Nothing in these Terms, the Site, the Services, any Estimate, or any AI Output constitutes or shall be construed as legal, engineering, architectural, financial, tax, insurance, or other licensed professional advice. The Builder should consult qualified professionals where a project requires them.

SECTION 7. BUILDER RESPONSIBILITIES FOR HOMEOWNER DATA

7.1 Price Book

The Builder is responsible for creating and maintaining its Price Book and for keeping it accurate and current. The Company has no obligation to review the Price Book and is not responsible for Estimates that reflect errors or omissions in it.

7.2 Builder Website Disclosures

The Builder is responsible for the content and operation of each Builder Website, including providing any privacy notice and other disclosures that applicable Law requires for the collection of Homeowner Data through the Estimator. The Builder's privacy notice must disclose, at a minimum, that the Builder uses a third-party service provider to collect and process Homeowner Submissions and to prepare preliminary estimates, including with the help of AI service providers. The notice the Estimator itself displays supplements, and does not replace, the Builder's own disclosures.

7.3 Right to Collect Homeowner Data

The Builder represents and warrants that it has, and will maintain, all rights, notices, and consents required under applicable Law to collect Homeowner Data through the Estimator, to have the Company process it as described in these Terms, and to use Leads for the Builder's business purposes.

7.4 Roles of the Parties

As between the parties, the Builder controls Homeowner Data and determines the purposes for which it is collected and used. The Company processes Homeowner Data on the Builder's behalf and under the Builder's instructions, as a "processor" or "service provider" (as those terms are defined under applicable U.S. state privacy laws), in accordance with Exhibit B (Data Processing Addendum). The Company processes Account, billing, and acceptance information about the Builder and its Authorized Users for its own purposes as described in the Privacy Policy.

7.5 Homeowner Requests

The Builder is responsible for responding to requests from Homeowners to access, correct, delete, or otherwise exercise rights in their Homeowner Data. If the Company receives such a request directly, it will direct the Homeowner to the Builder and will assist the Builder as described in Exhibit B.

7.6 Builder's Use of Leads

The Builder is responsible for its use of Leads and for complying with all Laws that apply to its contact with Homeowners, including laws governing telephone calls, text messages, and email marketing, contractor licensing, home improvement contracts, consumer protection, and advertising.

SECTION 8. LICENSE AND INTELLECTUAL PROPERTY

8.1 License to Use the Services

Subject to the Builder's compliance with these Terms and payment of all applicable fees, the Company grants the Builder a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of these Terms to access and use the Services for the Builder's internal business purposes.

8.2 License to Embed the Estimator

Subject to the same conditions, the Company grants the Builder a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of these Terms to embed the Estimator, using the code the Company provides, on Builder Websites. The Builder may not modify the Estimator code, remove or obscure the notice the Estimator displays to Homeowners, or embed the Estimator on any website that the Builder does not own or control.

8.3 Ownership of Company Intellectual Property

The Company retains all right, title, and interest in and to the Services, including the builder app, the Estimator, the Site, and all software, code, designs, estimating logic, prompts, workflows, templates, and documentation, and all Intellectual Property Rights in any of the foregoing. No rights are granted to the Builder except as expressly stated in these Terms.

8.4 Builder Data; License to Company

The Builder retains all right, title, and interest in and to Builder Content, and as between the parties, the Builder controls Homeowner Data. The Builder grants the Company a limited, non-exclusive, worldwide, royalty-free license (sublicensable only to the Company's Service Providers and, where the Builder has connected a Connected AI Key, to the applicable AI Provider) to access, store, use, process, transmit, and display Builder Data solely as necessary to: (a) provide, secure, and support the Services for the Builder; (b) communicate with the Builder about the Services; and (c) comply with applicable Law. For Homeowner Data, Exhibit B also applies. This license ends when the Company deletes the Builder Data under Section 16.4.

8.5 Restrictions on Use

The Builder may not, and may not permit any Authorized User or third party to:

• sell, resell, sublicense, rent, or otherwise make the Services available to any third party, except that the Builder may make the Estimator available to Homeowners on Builder Websites;
• use the Services to build or offer a competing product or service;
• decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, prompts, estimating logic, or underlying structure of the Services, except to the extent applicable Law expressly permits despite this restriction;
• remove, obscure, or alter any copyright, trademark, or proprietary notice in the Services;
• use the Services for any unlawful purpose or in violation of any applicable Law; or
• interfere with or disrupt the integrity, security, or performance of the Services or any system or network connected to them.

8.6 Trademarks

The name "QuoteWillow," its logos, and associated branding are trademarks or service marks of the Company. The Builder is granted no right to use any Company trademark, logo, or branding except as it appears in the Estimator as provided by the Company, or with the Company's prior written consent.

SECTION 9. ACCEPTABLE USE AND CONDUCT

9.1 Prohibited Activities

The Builder agrees not to use the Services for any of the following purposes:

• any illegal, fraudulent, deceptive, or tortious activity, including misleading Homeowners about prices, licensing, or the nature of an Estimate;
• collecting Homeowner Data without the notices and consents required by Law, or for any purpose other than responding to Homeowners about their projects;
• uploading or transmitting content that infringes any third party's rights or that is unlawful, defamatory, or obscene;
• impersonating any person or entity, or embedding the Estimator on a website that misrepresents the identity of the business operating it;
• introducing malware, viruses, or other malicious code;
• attempting to gain unauthorized access to the Services, other Accounts, or related systems; or
• violating any applicable Law, including data protection laws.

9.2 No Automated Access

The Builder may not use robots, spiders, scrapers, or other automated tools to access the Services or extract data from them, or to submit automated or fictitious requests through the Estimator, without the Company's prior written consent.

9.3 No Interference; Rate Limits

The Builder may not take any action that imposes an unreasonable or disproportionately large load on the Company's infrastructure. The Services apply rate limits to protect their availability, and the Company may block or throttle traffic that exceeds those limits or appears abusive.

9.4 Reporting Violations

Anyone may report suspected misuse of the Services, including misuse of the Estimator on a website, by emailing hello@quotewillow.com with a description of the suspected violation.

9.5 Enforcement

The Company may investigate and take appropriate action against any violation of this Section 9, including suspending or terminating the Account or the Estimator, removing content, reporting conduct to law enforcement authorities, and pursuing other available legal remedies.

SECTION 10. THIRD-PARTY SERVICES

10.1 Third-Party Services

The Services rely on and link to Third-Party Services. The Company does not control and is not responsible for the content, functionality, availability, privacy practices, or terms of any Third-Party Service. References to a Third-Party Service do not constitute an endorsement by the Company.

10.2 Connected AI Keys and AI Providers

If the Builder connects a Connected AI Key, the Builder's account with the applicable AI Provider is governed by that provider's own terms, and the Builder is responsible for complying with those terms and for any usage charges the provider bills to that account. The Builder authorizes the Company to use the Connected AI Key to send Homeowner Submissions to the AI Provider on the Builder's behalf. The Builder may disconnect a Connected AI Key at any time, after which Homeowner Submissions will no longer be sent to that AI Provider. AI Providers may change their models, availability, or outputs at any time without notice to the Company or the Builder.

10.3 Third-Party Terms Govern

When the Builder uses a Third-Party Service, including Stripe for payment processing or an AI Provider through a Connected AI Key, the Builder is subject to the terms of service, privacy policy, and other policies of that third party. Nothing in this Section 10 limits the Company's responsibility for its Service Providers under Section B.6 of Exhibit B.

SECTION 11. DISCLAIMERS

11.1 As-Is Disclaimer

THE SERVICES, INCLUDING THE ESTIMATOR, ALL ESTIMATES, AND ALL AI OUTPUT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11.2 No Guarantee of Results

THE COMPANY MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, THAT: (A) ANY ESTIMATE WILL REFLECT THE ACTUAL COST OF A PROJECT; (B) THE SERVICES WILL GENERATE ANY PARTICULAR NUMBER OR QUALITY OF LEADS; (C) ANY LEAD WILL RESULT IN A CONTRACT, SALE, OR REVENUE; OR (D) ANY AI OUTPUT WILL BE ACCURATE OR COMPLETE. RESULTS MAY VARY SIGNIFICANTLY AMONG BUILDERS.

11.3 Third-Party AI Is Outside the Company's Control

AI PROVIDERS OPERATE INDEPENDENTLY OF THE COMPANY. THEIR MODELS, TRAINING DATA, AVAILABILITY, AND OUTPUTS CHANGE WITHOUT NOTICE. THE COMPANY DOES NOT CONTROL, AND PROVIDES NO WARRANTY REGARDING, THE BEHAVIOR, AVAILABILITY, ACCURACY, OR OUTPUTS OF ANY AI PROVIDER.

11.4 No Uptime Guarantee

THE COMPANY DOES NOT GUARANTEE ANY MINIMUM LEVEL OF AVAILABILITY OR UPTIME FOR THE SERVICES OR THE ESTIMATOR AND IS NOT RESPONSIBLE FOR ANY DOWNTIME, OUTAGE, LOST SUBMISSION, OR LOSS OF ACCESS.

11.5 Accuracy of Information

THE COMPANY MAKES NO WARRANTY THAT ANY CONTENT, DATA, OR INFORMATION IN THE SERVICES, IN ANY ESTIMATE, OR IN ANY AI OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

SECTION 12. LIMITATION OF LIABILITY

12.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE BUILDER ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE BUILDER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED; AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

12.2 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) LOST PROFITS OR REVENUE; (B) LOST BUSINESS OPPORTUNITIES OR LOST LEADS; (C) LOSS OF DATA OR GOODWILL; (D) LOSSES ARISING FROM A BID, QUOTE, OR CONTRACT PRICED IN RELIANCE ON AN ESTIMATE OR AI OUTPUT; (E) REPUTATIONAL HARM; OR (F) COST OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.3 Estimates, AI Output, and Builder Dealings

THE COMPANY SHALL HAVE NO LIABILITY FOR: (A) THE CONTENT OF THE BUILDER'S PRICE BOOK OR ANY ESTIMATE CALCULATED FROM IT; (B) ANY AI OUTPUT; (C) ANY STATEMENT, BID, QUOTE, OR CONTRACT THE BUILDER MAKES OR OFFERS TO A HOMEOWNER; OR (D) ANY DISPUTE BETWEEN THE BUILDER AND A HOMEOWNER.

12.4 Third-Party Claims

THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING AI PROVIDERS, PAYMENT PROCESSORS, OR OTHER THIRD-PARTY SERVICE PROVIDERS. NOTHING IN THIS SECTION 12.4 LIMITS THE COMPANY'S RESPONSIBILITY FOR ITS SERVICE PROVIDERS UNDER SECTION B.6 OF EXHIBIT B.

12.5 Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, cyberattacks on third-party infrastructure, telecommunications failures, or outages or changes at Service Providers or AI Providers (each, a "Force Majeure Event"). During a Force Majeure Event, the Company's affected obligations are suspended, and the Company will use commercially reasonable efforts to resume performance as soon as practicable.

12.6 Essential Basis

The Builder acknowledges that the limitations of liability in this Section 12 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties, without which the Company would not offer the Services at the fees charged.

SECTION 13. INDEMNIFICATION

13.1 Builder Indemnification Obligations

The Builder agrees to defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents (collectively, "Company Indemnitees") from and against any and all Losses arising out of or relating to any third-party claim (including a claim by a Homeowner or a government authority) concerning:

• the Builder's breach of any representation, warranty, covenant, or obligation under these Terms;
• the Builder's violation of any applicable Law;
• the Builder's Price Book, any Builder Content, or any Builder Website;
• the Builder's collection or use of Homeowner Data, including any failure to provide notices or obtain consents required by Law;
• any bid, quote, contract, statement, or work the Builder offers, makes, or performs for a Homeowner, including any reliance on an Estimate; or
• the Builder's use of the Services in a manner not permitted by these Terms.

13.2 Indemnification Procedure

The Company will: (a) promptly notify the Builder of any claim for which indemnification is sought; (b) give the Builder control of the defense and settlement, provided that the Company may participate with counsel of its own choosing at its own expense; and (c) cooperate reasonably with the Builder's defense. The Builder may not enter into any settlement that imposes any obligation or admission on any Company Indemnitee without the Company's prior written consent.

SECTION 14. PRIVACY AND DATA

14.1 Privacy Policy

The Company's collection, use, and disclosure of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference. Where the Company processes Homeowner Data on the Builder's behalf, Exhibit B (Data Processing Addendum) controls over both these Terms and the Privacy Policy.

14.2 Data Security; No Absolute Guarantee

The Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect Builder Data, including those described in Annex II of Exhibit B. However, no method of transmission over the internet or of electronic storage is completely secure, and the Company cannot and does not guarantee the absolute security of any information.

14.3 Cookies and Similar Technologies

The QuoteWillow app uses a small number of first-party cookies and browser storage items needed for sign-in, request protection, checkout, and display preferences, as listed in the Privacy Policy. The Estimator sets no cookies. The Company does not use analytics or advertising cookies in the Services.

14.4 No Sale or Sharing

The Company does not sell personal information and does not share personal information for cross-context behavioral advertising, as those terms are defined under applicable U.S. state privacy laws.

14.5 Data Retention

The Company retains data for the periods described in the Privacy Policy and in Section 16.4.

SECTION 15. CONFIDENTIALITY

15.1 Mutual Confidentiality Obligation

Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Company's Confidential Information includes non-public features of the Services, its prompts, estimating logic, internal tooling, unpublished pricing, and business plans. The Builder's Confidential Information includes its Price Book, Connected AI Keys, and non-public business information. Homeowner Data is protected under Exhibit B.

15.2 Obligations of the Receiving Party

The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely to perform or receive the Services; (b) protect it with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, advisors, and Service Providers who have a legitimate need to know and who are bound by obligations no less protective than this Section 15.

15.3 Exclusions from Confidentiality

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was already known to the Receiving Party before disclosure, as shown by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully received from a third party without an obligation of confidentiality.

15.4 Required Disclosure

If the Receiving Party is required by Law, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt prior written notice sufficient to allow it to seek a protective order or other appropriate relief, and shall disclose only the minimum amount required.

15.5 Survival

The obligations in this Section 15 survive termination of these Terms for three (3) years, except that: (a) Confidential Information that is a trade secret remains confidential for so long as it qualifies as a trade secret under applicable Law; and (b) the Company's obligations regarding personal information survive for as long as the Company or any Service Provider on its behalf retains that personal information.

SECTION 16. TERM AND TERMINATION

16.1 Duration of Agreement

These Terms are effective as of the Effective Date and remain in effect for as long as the Builder has an Account, a Free Trial, or a Subscription, and thereafter as provided in Section 16.5.

16.2 Termination by the Builder

The Builder may terminate these Terms by cancelling its Free Trial or Subscription under Section 5.9 and asking the Company at hello@quotewillow.com to close the Account. Termination takes effect at the end of the current Free Trial or Billing Period.

16.3 Termination by the Company

The Company may terminate these Terms, the Account, or the Subscription: (a) upon written notice, if the Builder materially breaches these Terms and fails to cure the breach within fifteen (15) days after notice describing it; (b) immediately, for non-payment of fees, for the Builder's violation of Section 8.5 (Restrictions on Use) or Section 9 (Acceptable Use), for the Builder's insolvency or bankruptcy, or where continued service would pose a material legal or security risk to the Company or to Homeowners; or (c) for convenience, upon thirty (30) days' notice, in which case the Company will refund any prepaid fees for the period after termination on a pro-rated basis.

16.4 Effect of Termination

Upon termination of these Terms for any reason:

• all licenses granted to the Builder terminate, the Builder must remove the Estimator from all Builder Websites, and the Estimator will stop accepting new Homeowner Submissions for the Builder;
• the Builder's access to the Account terminates;
• all outstanding fees become immediately due and payable; and
• the Builder may, by written request to hello@quotewillow.com made within thirty (30) days after termination, ask the Company to export Builder Data to the Builder in a commonly used electronic format or to delete it. If the Builder makes no request within that period, the Company will delete Builder Data within ninety (90) days after termination.

These deletion obligations do not apply to records the Company must keep to comply with applicable Law, billing records, or records of acceptance of these Terms and the Privacy Policy, each of which the Company retains for the periods stated in the Privacy Policy, or to copies held in backup systems, which are deleted in the ordinary course of backup rotation within ninety (90) days. For Homeowner Data, Section B.10 of Exhibit B governs.

16.5 Survival

The following survive termination of these Terms: Section 1 (Definitions); Section 5 (with respect to amounts owed); Section 6 (Estimates and AI Output); Section 7 (Builder Responsibilities for Homeowner Data), with respect to Homeowner Data collected before termination; Section 8.3 (Ownership of Company Intellectual Property); Section 8.5 (Restrictions on Use); Section 11 (Disclaimers); Section 12 (Limitation of Liability); Section 13 (Indemnification); Section 15 (Confidentiality); Section 16.4 (Effect of Termination); this Section 16.5; Section 18 (Dispute Resolution); Section 19 (Notices and Electronic Communications); Section 21 (General Provisions); and Exhibit B, for so long as the Company or any Service Provider retains Homeowner Data.

SECTION 17. CHANGES TO THESE TERMS

17.1 Revised Versions

The Company may revise these Terms from time to time. Each revised version will be posted at https://www.quotewillow.com/terms/ with a new version identifier and effective date. The Company will also notify the Builder and its Authorized Users of each revised version by email when it is posted.

17.2 Material Changes Require Re-acceptance

If a revision is material, the Company will ask the Builder and its Authorized Users to review and accept the revised Terms in the app, as described in Section 2.2, before continuing to use the Account. Until the revised Terms are accepted, the Company may limit access to the builder app. Material changes apply to the Builder from the date the Builder accepts them. If the Builder does not accept a material revision, the Builder may cancel under Section 5.9, and the version of these Terms the Builder last accepted continues to apply until the cancellation takes effect.

17.3 Non-Material Changes

Revisions that are not material, such as clarifications, corrections, or updates to Exhibit A made under Section B.6 of Exhibit B, take effect when posted. The Builder's continued use of the Services after such a revision is posted constitutes acceptance of it.

17.4 How Changes Are Made

These Terms may be changed only as described in this Section 17 or by a written order for a Custom plan under Section 5.6 that expressly states it modifies these Terms.

SECTION 18. DISPUTE RESOLUTION

18.1 Governing Law

These Terms and all claims, disputes, or controversies arising out of or relating to these Terms or the Services (including claims based on contract, tort, statute, or any other legal or equitable theory) shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws rules, and, with respect to Section 18.3, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.

18.2 Informal Resolution

Before initiating any arbitration or legal proceeding, the party seeking to resolve a dispute shall provide the other party with written notice describing the nature and basis of the claim and the specific relief sought (a "Dispute Notice"). A Dispute Notice to the Company must be sent by email to hello@quotewillow.com. A Dispute Notice to the Builder will be sent to the email address associated with the Account. The parties shall attempt in good faith to resolve the dispute informally for thirty (30) days after delivery of the Dispute Notice. If the dispute is not resolved within that thirty (30) day period (or such longer period as the parties may agree in writing), either party may initiate arbitration under Section 18.3.

18.3 Mandatory Binding Arbitration

EXCEPT AS PROVIDED IN SECTIONS 18.7 AND 18.8, ANY AND ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES THAT ARE NOT RESOLVED THROUGH INFORMAL RESOLUTION UNDER SECTION 18.2 SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS, RATHER THAN IN COURT. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE NEUTRAL ARBITRATOR UNDER THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (OR, WHERE APPLICABLE, THE JAMS STREAMLINED ARBITRATION RULES AND PROCEDURES) IN EFFECT WHEN THE ARBITRATION IS COMMENCED. BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY IN COURT. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION AS DESCRIBED IN SECTION 18.5.

The JAMS rules are available at https://www.jamsadr.com. If the parties cannot agree on an arbitrator within fifteen (15) days after the arbitration is initiated, JAMS shall appoint one under its rules. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this Section 18, except that a court shall decide any dispute about the enforceability of Section 18.6.

18.4 Arbitration Procedures

Arbitration hearings will be held in Alachua County, Florida, or by video conference, as the arbitrator decides, unless the parties agree otherwise. The arbitrator may award the same individual remedies, including injunctive and declaratory relief limited to the individual claimant, that a court of competent jurisdiction could award. Discovery shall be limited in accordance with the JAMS rules, with an emphasis on efficient resolution. The arbitrator's decision shall be in writing and shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The costs of arbitration shall be allocated in accordance with the JAMS rules, and each party shall bear its own attorneys' fees except as the arbitrator may award under applicable Law.

18.5 Right to Opt Out of Arbitration

YOU MAY OPT OUT OF THE ARBITRATION PROVISION IN SECTIONS 18.3 AND 18.4 BY SENDING AN EMAIL TO hello@quotewillow.com WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS. THE EMAIL MUST INCLUDE YOUR FULL NAME, THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT, AND A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION. Opting out does not affect any other provision of these Terms, including Sections 18.1, 18.2, 18.6, and 18.9. If you opt out, disputes will be resolved in the courts described in Section 18.9.

18.6 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BUILDER AND THE COMPANY EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION, WHETHER IN COURT OR IN ARBITRATION. ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE BUILDER. THE BUILDER AND THE COMPANY EACH FURTHER WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING ANY PROCEEDING IN COURT. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THE ARBITRATION PROVISION SHALL NOT APPLY TO THAT CLAIM, WHICH SHALL BE RESOLVED IN THE COURTS DESCRIBED IN SECTION 18.9.

18.7 Small Claims Exception

Either party may bring an individual claim in small claims court in Alachua County, Florida, if the claim qualifies and remains in small claims court and is not transferred or appealed to a court of general jurisdiction.

18.8 Injunctive Relief

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or to stop unauthorized access to or misuse of the Services, pending the outcome of arbitration.

18.9 Venue and Jurisdiction

For any dispute that is not subject to arbitration (including disputes for which arbitration has been opted out of under Section 18.5, disputes about the enforceability of Section 18.6, and actions to confirm, vacate, or enforce an arbitral award), the parties irrevocably consent to the exclusive jurisdiction of the state courts located in Alachua County, Florida, and the United States District Court for the Northern District of Florida, and each party waives any objection to venue or personal jurisdiction in those courts.

SECTION 19. NOTICES AND ELECTRONIC COMMUNICATIONS

19.1 Notices to the Company

All notices to the Company under these Terms, including cancellation requests made by email, refund requests, Dispute Notices, arbitration opt-out notices, privacy requests, and security reports, must be sent by email to hello@quotewillow.com. The Company does not accept legal notices at any other address.

19.2 Notices to the Builder

The Company may give notices to the Builder by email to the address associated with the Account, by posting them in the app, or on the Site. Notices of revised Terms, price changes under Section 5.7, and changes to Exhibit A will be sent by email in addition to any posting. A notice posted in the app is effective when posted, and a notice sent by email is effective when sent. The Builder is responsible for keeping the email addresses associated with the Account current.

19.3 Electronic Consent and Recordkeeping

The Builder consents to receive communications from the Company electronically and agrees that electronic communications satisfy any legal requirement that communications be in writing. The acceptance records described in Section 2.2 constitute the authoritative record of the Builder's acceptance of these Terms and the Privacy Policy.

SECTION 20. ACCESSIBILITY

The Company aims to make the Site, the builder app, and the Estimator accessible to people with disabilities, with reference to the Web Content Accessibility Guidelines (WCAG) published by the World Wide Web Consortium. If you encounter an accessibility barrier, please email hello@quotewillow.com, and the Company will make commercially reasonable efforts to address it.

SECTION 21. GENERAL PROVISIONS

21.1 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties, and the Company is not the Builder's agent in any dealing with a Homeowner.

21.2 Entire Agreement

These Terms, together with the Privacy Policy, Exhibit A (Service Providers), Exhibit B (Data Processing Addendum), and any written order for a Custom plan, constitute the entire agreement between the Builder and the Company regarding the Services and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to their subject matter.

21.3 Order of Precedence

In the event of a conflict, the following order of precedence applies (highest first): (a) a written order for a Custom plan, only to the extent it expressly states that it modifies these Terms; (b) these Terms; and (c) the Privacy Policy. Notwithstanding the foregoing, with respect to Homeowner Data that the Company processes on the Builder's behalf, Exhibit B prevails over all of the foregoing documents.

21.4 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

21.5 Waiver

No failure or delay by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver of any breach shall be construed as a waiver of any subsequent breach.

21.6 Assignment

The Builder may not assign or transfer any of its rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 21.6 is void.

21.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms. The word "including" means "including without limitation."

21.8 Contact Information

Questions about these Terms, and all notices to the Company, should be directed to:

QuoteWillow LLC

Email: hello@quotewillow.com

Website: https://www.quotewillow.com

Exhibit A. Service Providers

This Exhibit is incorporated into and forms part of the QuoteWillow Terms of Service. It lists the Service Providers the Company currently engages to operate the Services, and it also serves as Annex III (Sub-processors) to Exhibit B. The current version of this Exhibit is maintained at https://www.quotewillow.com/terms/#service-providers.

The Company may add, remove, or replace Service Providers by updating this Exhibit, subject to the notice and objection process in Section B.6 of Exhibit B.

Exhibit B. Data Processing Addendum

This Data Processing Addendum ("DPA") is incorporated into and forms part of the QuoteWillow Terms of Service (the "Terms") between the Company and the Builder. Capitalized terms not defined in this DPA have the meanings given in the Terms.

B.1 Scope and Applicable Laws

This DPA applies to the Company's processing of Homeowner Data on the Builder's behalf. "Privacy Laws" means the U.S. state consumer privacy laws that apply to that processing, which may include the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its regulations (the "CCPA"), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, and the Florida Digital Bill of Rights, in each case only where and to the extent that law applies to the Builder or to the processing. "Builder Personal Data" means the personal information or personal data (as defined under Privacy Laws) contained in Homeowner Data. This DPA applies regardless of whether a particular Privacy Law applies, except where a provision refers to a specific law.

B.2 Roles of the Parties

With respect to Builder Personal Data, the Builder is the "controller" or "business" and the Company is the Builder's "processor" or "service provider," as those terms are defined under Privacy Laws. This DPA does not apply to personal information that the Company processes as a controller for its own purposes, such as Account administration, billing, acceptance records, and security, which is described in the Privacy Policy.

B.3 Business Purposes and Instructions

The Company will process Builder Personal Data only on the Builder's documented instructions and only for the following business purposes (the "Business Purposes"): operating the Estimator on Builder Websites; receiving and storing Homeowner Submissions; interpreting Homeowner Submissions, including through an AI Provider where the Builder has connected a Connected AI Key; calculating Estimates from the Builder's Price Book; making Leads available to the Builder; securing the Services, including rate limiting and preventing abuse; providing support to the Builder; and complying with applicable Law. The Builder's documented instructions are the Terms (including this DPA) and the Builder's configuration and use of the Services. The Company will inform the Builder if, in its opinion, an instruction violates Privacy Laws.

B.4 Restrictions

The Company will not: (a) sell or share Builder Personal Data, as "sell" and "share" are defined under the CCPA; (b) retain, use, or disclose Builder Personal Data for any purpose other than the Business Purposes, including for any commercial purpose other than the Business Purposes, or outside the direct business relationship between the Company and the Builder, except as permitted for service providers and processors under Privacy Laws; (c) combine Builder Personal Data with personal information that the Company receives from or on behalf of another person, or collects from its own interactions with a consumer, except as permitted for service providers and processors under Privacy Laws; or (d) attempt to re-identify any de-identified data derived from Builder Personal Data. The Company will comply with the obligations that Privacy Laws impose on service providers and processors and will provide the same level of privacy protection to Builder Personal Data as Privacy Laws require. The Company will notify the Builder if it determines that it can no longer meet its obligations under Privacy Laws, and the Builder may then take reasonable and appropriate steps to stop and remediate any unauthorized processing, including by terminating the Terms. The Builder may, on reasonable notice, take reasonable and appropriate steps to ensure that the Company uses Builder Personal Data in a manner consistent with the Builder's obligations under Privacy Laws.

B.5 Confidentiality of Personnel

The Company will ensure that each person it authorizes to process Builder Personal Data is subject to a duty of confidentiality with respect to that data.

B.6 Sub-processors

The Builder gives the Company a general authorization to engage the Service Providers listed in Exhibit A as sub-processors of Builder Personal Data. The Company will engage each sub-processor under a written contract that requires it to meet obligations with respect to Builder Personal Data that are consistent with this DPA, to the extent applicable to the nature of the services it provides. Before a new sub-processor begins processing Builder Personal Data, the Company will post an updated Exhibit A at least fifteen (15) days in advance, showing the date on which the new sub-processor will begin processing. The Builder may object to a new sub-processor on reasonable data protection grounds by emailing hello@quotewillow.com before the end of that notice period. The parties will discuss the objection in good faith; if the Company cannot reasonably accommodate it, either party may terminate the Subscription on written notice, and the Company will refund any prepaid fees for the period after termination. The Company remains responsible to the Builder for the performance of each sub-processor's data protection obligations as they relate to Builder Personal Data.

B.7 Security

Taking into account the nature, scope, context, and purposes of the processing, the Company will implement and maintain reasonable technical and organizational measures designed to protect Builder Personal Data against unauthorized access, use, disclosure, alteration, or destruction, appropriate to the nature of that data. The measures in place as of the effective date of this DPA are described in Annex II. The Company may update those measures, provided that updates do not materially decrease the overall protection of Builder Personal Data.

B.8 Assistance with Consumer Requests and Assessments

Taking into account the nature of the processing, the Company will provide reasonable assistance to the Builder, through appropriate technical and organizational measures, in responding to requests from Homeowners to exercise their rights under Privacy Laws. If the Company receives such a request directly and the request identifies the Builder, the Company will direct the Homeowner to the Builder and will not otherwise respond to the request, unless the Builder instructs otherwise or applicable Law requires otherwise. The Company will provide the Builder with information reasonably available to the Company and reasonably necessary for the Builder to conduct any data protection assessment that Privacy Laws require of the Builder for the processing.

B.9 Security Incidents

The Company will notify the Builder without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a breach of security leading to the unauthorized acquisition of, or access to, Builder Personal Data (a "Security Incident"). The notice will describe, to the extent then known, the nature of the Security Incident, the categories and approximate number of Homeowners and records concerned, and the steps taken or proposed to address it, and the Company will provide further information as it becomes available. The Company will take reasonable steps to contain and remediate the Security Incident and will cooperate reasonably to enable the Builder to meet any notification obligations it has under applicable Law. Notification of a Security Incident is not an acknowledgment of fault or liability.

B.10 Deletion or Return

At the end of the provision of the Services, the Company will, at the Builder's choice, delete or return Builder Personal Data. The Builder may make its choice by written request to hello@quotewillow.com within thirty (30) days after termination of the Terms; if the Builder makes no choice within that period, the Company will delete Builder Personal Data within ninety (90) days after termination. Returned data will be provided in a commonly used electronic format. During the term of the Terms, the Builder may ask the Company to delete specific Leads or uploads by emailing hello@quotewillow.com, and the Company will do so within a reasonable time. These obligations do not apply to Builder Personal Data that the Company is required to retain by applicable Law, which the Company will continue to protect under this DPA and process only for that purpose, or to copies held in backup systems, which are deleted in the ordinary course of backup rotation within ninety (90) days and are not otherwise accessed. This Section B.10 governs Builder Personal Data in place of Section 16.4 of the Terms.

B.11 Information and Assessments

The Company will make available to the Builder the information reasonably necessary to demonstrate the Company's compliance with this DPA, including by responding to a reasonable written security and privacy questionnaire no more than once in any twelve (12) month period, unless a Security Incident or a regulator's request requires more. Where a Privacy Law gives the Builder the right to have the Company's compliance assessed, the Company will allow and cooperate with a reasonable assessment by the Builder or a qualified and independent assessor appointed by the Builder and bound by confidentiality obligations, on at least thirty (30) days' prior written notice, during normal business hours, in a manner that minimizes disruption, and at the Builder's expense; alternatively, the Company may provide a report of an independent assessment that it has obtained.

B.12 Builder Obligations

The Builder is responsible for the lawfulness of its instructions, for providing any notices to and obtaining any consents from Homeowners that Privacy Laws require, and for responding to Homeowner requests, as described in Section 7 of the Terms.

B.13 Liability and Term

Each party's liability arising out of or relating to this DPA is subject to the limitations and exclusions of liability in the Terms, to the extent permitted by Privacy Laws. This DPA remains in effect for as long as the Company processes Builder Personal Data, including after termination of the Terms until deletion or return under Section B.10 is complete.

Annex I. Description of the Processing

Parties. The Builder, as identified in its Account, acting as controller or business. QuoteWillow LLC (hello@quotewillow.com), acting as processor or service provider.

Subject matter and duration. The provision of the Services to the Builder under the Terms, for the term of the Terms plus the period until deletion or return under Section B.10.

Nature of the processing. Collection through the Estimator, storage, retrieval, interpretation (including by an AI Provider where the Builder has connected a Connected AI Key), calculation of Estimates, display to the Builder, transmission to sub-processors, and deletion.

Purpose of the processing. The Business Purposes described in Section B.3.

Categories of individuals. Homeowners who use the Estimator on a Builder Website, and any individuals whose information appears in Homeowner Submissions (for example, in a project description, photo, or PDF plan).

Categories of personal information. Name; email address; telephone number, if provided; project description; photos (which are re-encoded to remove embedded metadata, such as EXIF data); PDF plans; the web page address where the Estimator ran; Estimates and AI Output relating to the submission; and any other personal information a Homeowner chooses to include in a submission. IP addresses are processed transiently for rate limiting and appear in server logs; they are not stored with Leads.

Sensitive personal information. None by design. The Estimator does not request sensitive personal information, and the Builder must not configure it to do so (see Section 4.5 of the Terms).

Frequency. Continuous, for the duration of the Services.

Sub-processors. The Service Providers listed in Exhibit A, which serves as Annex III.

Annex II. Technical and Organizational Measures

The Company maintains the following measures as of the effective date of this DPA:

• Encryption in transit. The builder app, the Estimator, and the API are served over HTTPS (TLS).
• Encryption at rest. Data stored with the Company's hosting and database providers is encrypted at rest by those providers as part of their services.
• Encrypted credentials. Connected AI Keys are stored in encrypted form, and the Company's own application secrets are kept in Google Cloud Secret Manager rather than in source code.
• Authentication and request protection. Builder accounts require a password, signed-in sessions use a first-party session cookie, and state-changing requests from the builder app require a separate request-protection (CSRF) token.
• Access scoping. Access to Leads and other Builder Data in the app is limited to the users of the Account to which it belongs.
• Rate limiting. The API applies rate limits to protect against automated abuse of the Estimator and other endpoints.
• Photo metadata removal. Photos uploaded through the Estimator are re-encoded without their embedded metadata (such as EXIF data, which can include location).
• Limited AI processing. Homeowner Submissions are sent to an AI Provider only when the Builder has connected a Connected AI Key, and only to interpret that submission.
• Internal access. Access to production systems is limited to Company personnel who need it to operate and support the Services.
• Incident response. The Company investigates security incidents and notifies the Builder of Security Incidents as described in Section B.9.

Annex III. Sub-processors

The sub-processors authorized under this DPA are the Service Providers listed in Exhibit A, as maintained at https://www.quotewillow.com/terms/#service-providers and updated in accordance with Section B.6.