TRICORN PLATFORM TERMS OF SERVICE

Effective Date: September 11, 2026

These Platform Terms of Service (“Terms”) govern access to and use of the Tricorn software platform, including its web and mobile applications, the client portal, assessment and report-generation tools, scoring and analytics features (where offered), APIs, Documentation, and related services (collectively, the “Services”).

The Services are provided by Tricorn LLC, a Florida limited liability company (“Tricorn,” “we,” “us,” or “our”).

Tricorn provides technology. Tricorn does not perform security assessments, CPTED assessments, consulting, training, or other professional services under these Terms. Assessments and other professional services are performed by independent Practitioners under their own agreements with their clients (see Section 15).

By (a) clicking “I Agree” or a similar acceptance control, (b) executing an Order Form that references these Terms, or (c) accessing or using the Services after being presented with these Terms, you agree to be bound by these Terms. If you accept on behalf of a company, government entity, or other organization, you represent that you have authority to bind that organization, and “Customer,” “you,” and “your” refer to that organization. If you do not agree, do not access or use the Services.

You must be at least 18 years old to use the Services.

1. DEFINITIONS

“Administrator” means an Authorized User whom Customer designates to manage Customer’s account, including users, roles and permissions, billing, integrations, data-sharing settings, and Client Portal invitations.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Aggregated Data” means data derived from Customer Data, Reports, or use of the Services that has been aggregated, de-identified, or both, such that it does not reasonably identify Customer, any Authorized User, any individual, or any specific property (by address, parcel, name, image, or other identifier).

“AI Features” means features of the Services that use machine learning, large language models, or other artificial-intelligence techniques, including those supplied by AI Subprocessors, to draft, summarize, classify, extract, score, benchmark, or recommend.

“AI Subprocessor” means a third-party provider of AI models or services engaged by Tricorn to deliver AI Features.

“Assessor” means an Authorized User who performs assessments or creates Report content through the Services. Every Assessor of a Practitioner Customer is subject to Section 10.

“Authorized User” means an individual authorized by Customer to access the Services under Customer’s account as an Administrator, an Assessor, or another user role Tricorn makes available, including Customer’s employees and contractors. Client Portal Users are not Authorized Users.

“Client Portal” means the client-facing portion of the Services through which Client Portal Users access Reports and related information for properties Customer designates.

“Client Portal User” means an individual whom Customer invites to access the Client Portal on behalf of a client, property owner, property manager, or other Report Recipient and who accepts these Terms, or the Client Portal terms Tricorn presents, on first access.

“Customer Data” means all information, files, photographs, videos, audio, drawings, floor plans, documents, site and property information, personnel information, incident information, notes, and other content submitted to the Services by or on behalf of Customer. Customer Data does not include Aggregated Data, Usage Data, or Tricorn Materials.

“Documentation” means Tricorn’s then-current user guides, help content, specifications, and policies for the Services.

“Jurisdiction-Specific Terms” means the additional or modified terms in Schedule 1 that apply to Customers located in, or using the Services for properties located in, the jurisdictions identified there.

“Order Form” means an order form, proposal, subscription checkout, statement of work, or similar ordering document issued or approved by Tricorn that references these Terms.

“Practitioner Customer” or “Practitioner” means a Customer, and its Authorized Users, that uses the Services to perform security, CPTED, or related assessments and to produce Reports for the Practitioner’s own clients or organization, including security consultants, security companies, law-enforcement agencies, property-management firms, and individual assessors.

“Practitioner Directory” means any feature of the Services through which Tricorn lists Practitioners, displays their credentials, or connects prospective clients with Practitioners.

“Professional Services” means assessments, inspections, consulting, training, expert services, or other services performed by people rather than by software. Professional Services are not part of the Services.

“Prohibited Data” has the meaning given in Section 12.4.

“Property Customer” means a Customer that owns, operates, manages, or is otherwise responsible for one or more properties or facilities and uses the Services, including the Client Portal, to commission, receive, view, store, share, or act on Reports.

“Report” means any report, assessment, survey, checklist, finding, recommendation, Score, or other output generated through the Services, in any format, including any White-Label Report.

“Report Recipient” means any person who receives, views, or has access to a Report, including Client Portal Users, a Practitioner’s client, a Property Customer’s personnel, insurers, lenders, counsel, and government authorities.

“Report Reliance Notice” means the notice that Tricorn includes in or with each Report, as updated by Tricorn from time to time.

“Scores” means any score, rating, grade, index, classification, benchmark, risk indicator, or similar decision-support output made available through the Services, now or in the future, including any Tricorn Score and any Environmental Security Rating (“ESR”).

“Security Incident” means a confirmed unauthorized access to, or acquisition, disclosure, alteration, or destruction of, Customer Data in Tricorn’s possession or control. Unsuccessful attempts or activities that do not compromise Customer Data (such as pings, port scans, blocked attacks, and denial-of-service attempts) are not Security Incidents.

“Subscription Term” means the period of authorized access stated in an Order Form or checkout, including any renewal periods.

“Training Account” means an account provisioned for educational, training, practice, or evaluation purposes, including an account provided in connection with a Training Partner’s program.

“Training Partner” means an organization that delivers CPTED, security, or related training and with which Tricorn has an arrangement to make Training Accounts available to that organization’s students or graduates.

“Tricorn Materials” means the Services, Documentation, and all software, methodologies, question sets, weightings, scoring logic, templates, report formats, Scores, analytics, Aggregated Data, Usage Data, trademarks, and other materials described in Section 7, together with all improvements, modifications, and derivative works of any of them.

“Usage Data” means technical and operational data about access to and use of the Services, such as logs, metrics, telemetry, and device and performance data, excluding the content of Customer Data.

“White-Label Report” means a Report bearing Customer’s branding in place of, or in addition to, Tricorn’s branding, where that feature is enabled under an Order Form.

2. BUSINESS USE; CUSTOMER ROLES

2.1 Business use. The Services are intended for commercial, professional, governmental, security, property-management, risk-management, assessment, compliance, and related business purposes. Unless expressly agreed in writing, the Services are not intended for personal, family, or household use.

2.2 Roles. A Customer may be a Practitioner Customer, a Property Customer, or both. Within each Customer account, Tricorn provides user roles, including Administrators and Assessors, and Customer may invite Client Portal Users. Provisions that address a particular role apply to Customers or users acting in that role; all other provisions apply to every Customer and user. Customer is responsible for determining whether its use of the Services complies with applicable laws, regulations, contractual obligations, licensing requirements, professional standards, and internal policies in each jurisdiction where it operates or where an assessed property is located.

2.3 Practitioner Customers. Practitioner Customers are additionally subject to Section 5.2(b) (Permitted Use) and Section 10 (Practitioner Representations and Responsibilities).

2.4 Property Customers. A Property Customer may use the Services, including the Client Portal, to commission, receive, store, and act on Reports for its properties. Tricorn is not the author of any Report a Property Customer receives, and each Property Customer acknowledges the Report Reliance Notice.

2.5 Client Portal Users. Customer may invite Client Portal Users to access Reports for properties Customer designates. Client Portal Users must accept these Terms, or the Client Portal terms Tricorn presents, on first access, and are bound by Sections 6, 8, 9, 11, 16, 27, 28, 29, 35.2, and 40 and by the Report Reliance Notice. Tricorn’s relationship with a Client Portal User is limited to providing Client Portal access. Tricorn is not the author of any Report accessed through the Client Portal; if a Report identifies a Tricorn Affiliate as the Practitioner, that Affiliate’s services are governed solely by its separate written agreement with the client.

2.6 Training Accounts. Training Accounts are subject to Section 21.2.

2.7 Government Customers. Government Customers are subject to Section 32 and the Tricorn Government Customer Addendum.

2.8 Tricorn Affiliates. If a Tricorn Affiliate ever uses the Services to perform Professional Services, it does so as a Practitioner Customer under these Terms and its own agreements with its clients. Nothing in these Terms makes Tricorn responsible for Professional Services performed by an Affiliate.

2.9 Global use; Jurisdiction-Specific Terms. The Services are made available to Customers in multiple countries. The Jurisdiction-Specific Terms in Schedule 1 apply to Customers located in, or using the Services for properties located in, the jurisdictions identified there and control over conflicting provisions of these Terms to the extent stated in Schedule 1. Customer is responsible for compliance with the laws of each jurisdiction in which it uses the Services or in which an assessed property is located, including licensing, privacy, surveillance, photography, recording, and data-transfer laws. Tricorn makes no representation that the Services or Reports are appropriate or available for use in any particular location, and the Services may not be used where prohibited by law.

3. ORDER FORMS; AGREEMENT STRUCTURE; PRECEDENCE

3.1 Order Forms. Each Order Form is incorporated into these Terms. Customer may purchase the Services through an Order Form or through an online checkout.

3.2 Precedence. If documents conflict, the following order of precedence applies, in each case only for the specific conflicting provision: (a) the Government Customer Addendum, where applicable; (b) a Data Processing Addendum, for matters it addresses; (c) the applicable Order Form; (d) these Terms; (e) the Documentation.

3.3 Customer documents. Additional or different terms in a Customer purchase order, procurement document, vendor portal, email, or other Customer-generated document do not modify these Terms unless expressly accepted in a writing signed by an authorized representative of Tricorn.

4. ACCOUNTS AND AUTHORIZED USERS

4.1 Authorized Users and roles. Customer may permit Authorized Users to access the Services within the limits of its subscription and may assign them the Administrator, Assessor, or other roles Tricorn makes available. Administrators act for Customer in managing the account, and Tricorn may rely on their instructions. Customer will maintain at least one Administrator. Practitioner Customers may also invite Client Portal Users under Section 5.3.

4.2 Customer responsibilities. Customer is responsible for: (a) all activity under its accounts, whether or not authorized by Customer; (b) maintaining accurate account and contact information; (c) ensuring that Authorized Users and Client Portal Users it invites comply with these Terms; (d) protecting credentials and access methods; (e) configuring roles, permissions, Client Portal invitations, and Report-sharing settings appropriately; (f) promptly disabling accounts of individuals no longer authorized; and (g) promptly notifying Tricorn of known or suspected unauthorized access.

4.3 Credentials. Tricorn may treat any access using Customer’s credentials as authorized by Customer. Accounts may not be sold, transferred, shared, or made available to third parties except as expressly permitted by these Terms.

4.4 Security controls. Tricorn may require multi-factor authentication, session limits, and other security controls.

4.5 Account ownership. The Customer organization, not any individual Administrator, Assessor, or other user, owns the Customer account and all Customer Data and Reports in it. When an Authorized User leaves Customer or is removed, that user’s access ends and Customer retains the account and its contents. An individual who registers on their own behalf is the Customer for that account. Disputes about who controls an account are Customer’s to resolve; Tricorn may follow the instructions of the account owner of record and may suspend access while control is disputed.

4.6 Client Portal Users. Customer controls which properties and Reports each Client Portal User may access and is responsible for inviting only individuals authorized by the relevant client or property owner. Tricorn may require Client Portal Users to register, accept these Terms or the Client Portal terms, and use multi-factor authentication before access.

5. LICENSE AND PERMITTED USE

5.1 License grant. Subject to Customer’s compliance with these Terms and payment of applicable fees, Tricorn grants Customer a limited, non-exclusive, non-transferable (except under Section 39), non-sublicensable (except as expressly permitted in this Section 5) right during the Subscription Term to access and use the Services and Documentation for the Permitted Use. The license is terminable as provided in these Terms.

5.2 Permitted Use. “Permitted Use” means:

• for every Customer, use of the Services for Customer’s internal business purposes;
• for a Practitioner Customer, in addition, use of the Services to perform assessments and produce Reports for Customer’s clients or the organizations Customer serves, to deliver Reports to those clients (including through the Client Portal), and to charge Customer’s clients for Customer’s Professional Services;
• for a Property Customer, in addition, use of the Client Portal to commission, receive, view, download, store, and share Reports with Report Recipients as permitted by Section 8.3; and
• for a Training Account, educational, training, practice, and evaluation use only, as described in Section 21.2.

5.3 Practitioner’s clients. A Practitioner may invite its clients’ personnel as Client Portal Users to access Reports the Practitioner produces. The Practitioner is responsible for its client relationships, engagement terms, fees, scope, and Professional Services. Tricorn has no contractual relationship with a Practitioner’s client except to the extent the client separately accepts these Terms.

5.4 Mobile application. Where Tricorn provides a mobile application, Tricorn grants Authorized Users a limited, non-transferable license to install and use the application on devices they own or control, subject to these Terms and Section 17.2.

5.5 Reservation of rights. No ownership rights are transferred to Customer. All rights not expressly granted are reserved by Tricorn and its licensors.

6. RESTRICTIONS

Customer, its Authorized Users, and Client Portal Users may not, directly or indirectly:

• copy, reproduce, modify, translate, adapt, or create derivative works of the Services or Tricorn Materials except as expressly authorized;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, underlying structure, algorithms, methodologies, question sets, weightings, scoring logic, models, workflows, or database structures of the Services;
• use AI tools, automated means, or systematic manual analysis to reconstruct, extract, replicate, or benchmark Tricorn’s methodologies, scoring logic, question sets, weightings, or templates;
• access or use the Services on behalf of, or for the benefit of, a competitor of Tricorn, or for the purpose of developing, training, validating, or improving a competing product or service;
• publish or disclose benchmarking or performance results of the Services without Tricorn’s written consent;
• circumvent security controls, access restrictions, or usage limits;
• scrape, harvest, systematically download, or extract information from the Services except through approved functionality;
• resell, sublicense, rent, lease, distribute, or otherwise make the Services available to third parties, except that delivering Reports to clients and Report Recipients under the Permitted Use is not a violation of this restriction;
• alter a Report after it is generated other than through the Services’ versioning features, or remove, obscure, or modify the Report Reliance Notice, any verification identifier, or any trademark, proprietary notice, watermark, or attribution;
• upload malicious software or harmful code, or interfere with the integrity or performance of the Services;
• attempt unauthorized access to Tricorn systems or another customer’s information;
• use the Services in violation of applicable law, or to infringe or violate another person’s intellectual-property, privacy, confidentiality, or contractual rights;
• use the Services or any Report to make decisions about an individual’s eligibility for housing, employment, credit, or insurance (the Services are not a consumer reporting agency, and Reports are not consumer reports under the Fair Credit Reporting Act);
• misrepresent the content, conclusions, Scores, or provenance of any Report; or
• represent that Tricorn performed, reviewed, verified, certified, endorsed, approved, or guaranteed any assessment, Report, property, security program, or compliance status.

Tricorn may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Services, Tricorn, its customers, or third parties.

7. TRICORN INTELLECTUAL PROPERTY AND TRADEMARKS

7.1 Ownership. Tricorn and its licensors own all right, title, and interest in and to the Services and the Tricorn Materials, including software, source and object code, applications, interfaces, APIs, databases and data structures, workflows, dashboards, forms, templates, report formats, assessment and scoring methodologies, question sets, weightings, algorithms, models, calculations, business rules, recommendation logic, training materials, graphics, Documentation, know-how, designs, and all improvements, modifications, and derivative works. Except for the limited license expressly granted, Customer acquires no interest in the Tricorn Materials.

7.2 Trademarks. “Tricorn,” “Tricorn Assessment,” “Tricorn Score,” “Environmental Security Rating,” “ESR,” the Tricorn triangle logo, and other names, logos, and marks used in the Services (the “Tricorn Marks”) are trademarks of Tricorn or its Affiliates. Customer may not use the Tricorn Marks without Tricorn’s prior written license, except that Customer may state that a Report was “prepared using the Tricorn platform” in the form Tricorn specifies in the Documentation.

7.3 Trade secrets. Customer acknowledges that Tricorn’s methodologies, question sets, weightings, scoring logic, and models are trade secrets and Confidential Information of Tricorn, whether or not marked, and that Section 41 applies to any threatened or actual misuse.

8. REPORTS

8.1 Ownership of Reports. As between Customer and Tricorn: (a) Customer owns the property-specific content of each Report it generates, the observations, findings, photographs, recommendations, and Customer Data incorporated in it; and (b) Tricorn owns and retains the Report structure, templates, question sets, methodology, scoring logic, formatting, and all other Tricorn Materials embedded in or used to generate any Report, and grants Customer a license to use them solely as part of the Report for the Permitted Use. As between a Practitioner and its client, ownership of a Report is governed by the Practitioner’s engagement terms; Tricorn’s rights are unaffected by those terms.

8.2 Report Reliance Notice. Each Report includes the Report Reliance Notice. Customer will not remove, obscure, contradict, or diminish the Report Reliance Notice and will deliver each Report with the Report Reliance Notice intact. A Practitioner is responsible for ensuring its clients receive the Report Reliance Notice.

8.3 Authorized distribution. Customer may share an unaltered Report, including the Report Reliance Notice, with Report Recipients who have a need to know, including the owner or operator of the assessed property, Customer’s personnel, counsel, insurers, lenders, and government authorities, and with courts or regulators as required. Customer is responsible for the use of Reports by Report Recipients it selects.

8.4 No third-party reliance. Reports are prepared for the Customer or client identified in the Report. No other person may rely on a Report. Section 29 applies to every Report Recipient.

8.5 No duty to update. Each Report speaks only as of the assessment date stated in it or, if none, the date it was generated. Tricorn has no obligation to monitor any property, to update any Report, or to notify Customer or any Report Recipient of changed conditions, new threats or incidents, changes in methodology or Scores, or changes in law occurring after a Report is generated. Customer is responsible for obtaining new assessments as conditions change and as any law, insurer, lender, or contract requires.

8.6 Archival copy and verification. Tricorn may retain a time-stamped archival copy of each Report as generated, together with associated audit logs, and may use them to verify authenticity, respond to legal process under Section 31, and defend claims. Where the Services provide a verification identifier for a Report, Tricorn’s archival copy controls if it differs from any other copy.

8.7 White-Label Reports. Where offered and enabled in an Order Form, Customer may apply its own branding to Reports. For each White-Label Report: (a) Customer is the author of record and is solely responsible for its content and use; (b) Customer will retain the methodology attribution and Report Reliance Notice in the form Tricorn specifies, which may be adapted with Tricorn’s approval to identify Customer as the author; (c) Customer will not represent that Tricorn prepared, reviewed, certified, or endorsed the Report; and (d) all other provisions of these Terms continue to apply.

9. STATUTORY, REGULATORY, AND INSURANCE FRAMEWORKS (INCLUDING FLA. STAT. § 768.0706)

9.1 Frameworks. Laws, regulations, standards, and insurance programs in various jurisdictions may attach legal or financial consequences to security assessments. For example, Section 768.0706, Florida Statutes (enacted by Florida HB 837), as amended or succeeded, provides multifamily property owners or operators in Florida with a presumption against liability for certain third-party criminal acts when statutory conditions are satisfied; other jurisdictions have, or may adopt, their own crime-prevention, secured-design, premises-liability, planning, licensing, or insurance frameworks. Such conditions may include, among other things, an assessment performed by an individual holding a specified designation, within a specified time, together with substantial implementation of and continued compliance with assessment recommendations and specified security measures, and employee training.

9.2 What Tricorn does and does not do. The Services are tools that may help Practitioners document assessments in a structured, consistent way. Tricorn does not perform assessments. TRICORN DOES NOT DETERMINE, REPRESENT, WARRANT, OR CERTIFY THAT ANY ASSESSMENT, REPORT, PRACTITIONER, PROPERTY, OR SECURITY PROGRAM SATISFIES SECTION 768.0706, FLORIDA STATUTES, OR ANY OTHER STATUTE, REGULATION, ORDINANCE, CODE, STANDARD, INSURANCE REQUIREMENT, OR CONTRACT, OR THAT ANY PRESUMPTION, DEFENSE, CREDIT, DISCOUNT, OR OTHER BENEFIT APPLIES. Whether statutory conditions are satisfied depends on facts and circumstances outside Tricorn’s control and is ultimately determined by courts and regulators.

9.3 Customer responsibilities. Customer is solely responsible for: (a) confirming the qualifications, licensure, and designation of any individual who performs an assessment; (b) the timing and recency of assessments; (c) implementation of, and continued compliance with, recommendations and statutory security measures; (d) employee training; (e) maintaining records; and (f) obtaining legal advice regarding its compliance obligations. Tricorn does not provide legal advice.

9.4 No legal opinion. Nothing in the Services, the Documentation, Tricorn’s marketing materials, or any Report is a legal opinion or a determination that any legal standard has been met.

10. PRACTITIONER REPRESENTATIONS AND RESPONSIBILITIES

10.1 Representations. Each Practitioner Customer represents, warrants, and covenants that it and each of its Assessors:

• (a) hold, and will maintain throughout the Subscription Term, all licenses, registrations, certifications, and designations required by applicable law or represented to clients, including any designation, license, registration, or credential required in the jurisdiction where the assessed property is located (for example, where an assessment is intended to be used for purposes of Section 768.0706, Florida Statutes, the practitioner designation required by that statute);
• (b) maintain professional liability (errors and omissions) insurance with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate, and commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, or such higher amounts as an Order Form specifies, and will provide certificates of insurance to Tricorn on request;
• (c) exercise independent professional judgment in performing assessments, and acknowledge that the observations, conclusions, inputs, and recommendations in a Report are the Practitioner’s own professional work product, which Tricorn does not review, verify, adopt, or endorse;
• (d) are independent of Tricorn and are not employees, agents, partners, joint venturers, franchisees, or representatives of Tricorn, and will not represent otherwise, except for the attribution permitted by Section 7.2;
• (e) are solely responsible for their engagement terms with clients, including scope, fees, deliverables, standard of care, and limitations of liability, and will include or deliver the Report Reliance Notice with each Report;
• (f) will review, verify, correct, and take professional responsibility for any content generated or suggested by AI Features before finalizing a Report, as described in Section 13.3; and
• (g) will comply with all laws applicable to their Professional Services in each jurisdiction where they perform assessments, including security-industry licensing laws where applicable (for example, Chapter 493, Florida Statutes), privacy, surveillance, photography, and recording laws, and property-access and consent requirements.

10.2 Practitioner Directory and referrals. Where Tricorn offers a Practitioner Directory or refers prospective clients to Practitioners: (a) Tricorn does not endorse, recommend, or vouch for any Practitioner, and a listing, referral, badge, or match is not a representation about a Practitioner’s qualifications, licensure, insurance, availability, or the quality of its work; (b) any credential or designation displayed for a Practitioner reflects information provided by the Practitioner or a third-party issuer as of the date Tricorn last checked it, and Tricorn does not continuously verify it; (c) a client engages a Practitioner directly, on the client’s and the Practitioner’s own terms, and Tricorn is not a party to that engagement, does not perform or supervise the Professional Services, and is not responsible for their performance, payment, or outcome; (d) each Practitioner will keep its Practitioner Directory information current and accurate and will promptly notify Tricorn of any lapse in a license, designation, or insurance; and (e) Tricorn may remove any Practitioner from the Practitioner Directory at any time. Any referral fee, revenue share, or program fee is as stated in the applicable Order Form or practitioner-program terms.

10.3 Practitioner-program terms. Tricorn may publish practitioner-program terms (for example, credential requirements, insurance minimums, badge usage, and referral terms) that apply to Practitioner Customers in addition to these Terms. In a conflict, the practitioner-program terms control for the specific matter they address.

11. SCORES, RATINGS, AND ANALYTICS

11.1 Availability. Tricorn may, now or in the future, make Scores available through the Services. Scores are decision-support information generated from Practitioner inputs, Customer Data, and Tricorn’s methodology.

11.2 What Scores are not. Unless Tricorn expressly states otherwise in writing, Scores are not, and may not be represented as: (a) a guarantee or warranty of safety or security; (b) a certification that a property is safe, secure, or compliant; (c) an insurance rating, underwriting decision, or premium determination; (d) a legal, engineering, architectural, or code-compliance opinion; (e) a governmental certification; or (f) a prediction that crime, loss, or injury will or will not occur.

11.3 Nature of Scores. Scores are comparative measures that depend on the completeness, accuracy, and timing of underlying information. Scores may change as Tricorn updates its methodology, weightings, benchmarks, or data. Tricorn may recalibrate, rename, restructure, or discontinue any Score at any time without liability, and is not obligated to restate previously issued Scores. Customer will apply appropriate professional judgment before relying on any Score.

11.4 Publication controls. Customer may use Scores internally and may share them within Reports to Report Recipients under Section 8.3. Customer may not publicly display, publish, advertise, or use any Score, rating, grade, badge, seal, or Tricorn Mark in property listings, websites, leasing or sales materials, marketing, press, or public statements without a separate written license from Tricorn, which may require a mandated disclaimer and form of presentation.

11.5 Insurer, lender, and other institutional reliance. Any reliance on Reports or Scores by an insurer, lender, rating organization, or other institution requires a separate written agreement with Tricorn. Absent that agreement, Section 29 applies.

12. CUSTOMER DATA

12.1 Ownership. As between Customer and Tricorn, Customer retains ownership of Customer Data.

12.2 License to Tricorn. Customer grants Tricorn and its subprocessors a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, analyze, and create derivative works of Customer Data as reasonably necessary to: (a) provide, maintain, secure, and support the Services; (b) generate Reports, Scores, analytics, and requested functionality; (c) prevent fraud, abuse, and Security Incidents; (d) comply with law and legal process under Section 31; (e) create Aggregated Data; and (f) act on Customer’s instructions.

12.3 Customer responsibilities. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all rights, permissions, consents, and legal bases necessary to submit Customer Data and permit Tricorn to process it as described in these Terms, including any consents required for photographs, recordings, or personal information of individuals; (c) determining what information should be uploaded; (d) Customer’s own collection and use of personal information; and (e) Customer’s use and distribution of Reports. Customer will not upload information it is not legally authorized to possess, process, or disclose.

12.4 Prohibited Data. Unless expressly agreed in a written addendum with appropriate safeguards (for example, a business associate agreement or a specific security addendum), Customer will not submit to the Services: (a) protected health information regulated under HIPAA; (b) payment-card data subject to PCI DSS; (c) Social Security numbers, driver’s license numbers, passport numbers, or other government identifiers; (d) financial account numbers; (e) biometric identifiers or templates; (f) criminal justice information subject to the FBI CJIS Security Policy; (g) Sensitive Security Information as defined in 49 C.F.R. Part 1520, classified information, controlled unclassified information, or export-controlled technical data; (h) personal information of children under 13; or (i) special categories of personal data under the GDPR or similar laws (collectively, “Prohibited Data”). Tricorn has no responsibility or liability for Prohibited Data and may delete Prohibited Data on discovery.

12.5 Usage Data. Tricorn owns Usage Data and may use it for any lawful purpose consistent with the Privacy Policy.

12.6 Training Partners. If Customer’s account was provisioned through or in connection with a Training Partner, Customer consents to Tricorn sharing account-status information with that Training Partner, such as activation, active or inactive status, conversion to a paid subscription, and similar information used to administer the program. Tricorn will not share Customer Data or Reports with a Training Partner unless Customer directs it to.

13. AGGREGATED DATA; AI FEATURES

13.1 Aggregated Data. Tricorn owns Aggregated Data and may create, use, retain, license, publish, and commercialize it for any lawful purpose, during and after the Subscription Term, including product and model development, methodology development, benchmarking, industry and market reports, risk and insurance analytics, and research. Aggregated Data is not Customer Data and is not Customer’s Confidential Information.

13.2 Property-identifiable data. Tricorn will not license, sell, or disclose to third parties data that identifies Customer or a specific property, except: (a) to subprocessors as necessary to provide the Services; (b) to Report Recipients that Customer designates; (c) with Customer’s opt-in consent given in an Order Form or through the Services; or (d) as required by law or permitted by Section 31.

13.3 AI Features. The Services may include AI Features. Customer acknowledges and agrees that:

• outputs of AI Features are generated probabilistically and may be inaccurate, incomplete, inconsistent, outdated, or inappropriate for a particular property or situation;
• AI Features assist, and do not replace, professional judgment; a Practitioner must review, verify, correct, and take professional responsibility for any AI-assisted content before finalizing a Report, and Customer will follow any human-review requirement stated in the Documentation;
• Tricorn may use AI Subprocessors to deliver AI Features; Tricorn requires its AI Subprocessors to maintain confidentiality of Customer Data and not to use Customer Data to train or improve their generally available models, and Tricorn publishes its subprocessors at /legal/subprocessors, posts any new subprocessor there at least thirty (30) days before it begins processing Customer Data, offers a subscription for change notifications on that page, and will consider in good faith any written objection Customer submits within that period;
• Tricorn may use Customer Data in de-identified or aggregated form to develop, train, evaluate, and improve Tricorn’s own models, methodologies, benchmarks, and Services, and will not use Customer Data to train generalized models made available by third parties; and
• Tricorn may modify, replace, or discontinue AI Features at any time.

14. SECURITY; SECURITY INCIDENTS; PRIVACY

14.1 Safeguards. Tricorn will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, acquisition, destruction, loss, alteration, or disclosure, appropriate to the sensitivity of security-assessment data, including encryption of Customer Data in transit and at rest, role-based access controls, and logging. Tricorn will describe its security program in the Documentation and may update the program over time provided it does not materially reduce overall protection during a Subscription Term.

14.2 Sensitive nature of assessment data. Customer acknowledges that Customer Data and Reports may describe security vulnerabilities and that Customer controls who may access them. Customer is responsible for implementing reasonable security practices within its organization, including access controls, endpoint and device security, authentication procedures, personnel training, and account management.

14.3 Security Incident notification. Tricorn will notify Customer without undue delay, and in any event within seventy-two (72) hours after determining that a Security Incident has occurred affecting Customer Data, and will provide information reasonably available to Tricorn to assist Customer in meeting its own notification obligations, including under Section 501.171, Florida Statutes. Tricorn’s notice is not an admission of fault or liability. Customer is responsible for any notifications to individuals, regulators, or other parties that are required of Customer.

14.4 No absolute security. No information system, network, hosting provider, transmission method, or security control can guarantee absolute security. Customer acknowledges that use of internet-connected systems involves inherent risk.

14.5 Privacy Policy; Data Processing Addendum; international transfers. Tricorn’s collection and processing of personal information is also governed by the Tricorn Privacy Policy at /legal/privacy. Where Customer Data includes personal information subject to the GDPR, the UK GDPR, the Swiss FADP, PIPEDA or Quebec’s Law 25, the Australian Privacy Act 1988, Brazil’s LGPD, or similar laws, the Tricorn Data Processing Addendum (“DPA”) at /legal/dpa applies and is incorporated into these Terms; the DPA includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where required for transfers. Customer acknowledges that Tricorn hosts Customer Data in the United States by default and may process it in other countries where Tricorn or its subprocessors operate, and Customer authorizes those transfers subject to the DPA. Regional hosting, where offered, may be selected in an Order Form.

15. PROFESSIONAL SERVICES ARE SEPARATE

Tricorn is a software company and does not provide Professional Services. Assessments, inspections, consulting, and similar services are performed by independent Practitioners under their own written agreements with their clients, which govern scope, deliverables, fees, standard of care, and liability for those services. Where Tricorn refers a prospective client to a Practitioner, Section 10.2 applies. These Terms create no obligation of Tricorn with respect to Professional Services, and no Order Form for the Services includes Professional Services. Tricorn’s support obligations under Section 19.3 do not include security consulting, legal advice, emergency response, cybersecurity remediation, or custom development.

16. CONFIDENTIAL INFORMATION

16.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Customer Data and Reports are Customer’s Confidential Information. The Tricorn Materials, pricing, roadmap, and security information are Tricorn’s Confidential Information. Aggregated Data is not Customer’s Confidential Information.

16.2 Obligations. The receiving party will: (a) protect the disclosing party’s Confidential Information using at least reasonable care; (b) use it only to perform under, or exercise rights under, these Terms; and (c) disclose it only to its personnel, Affiliates, professional advisors, subprocessors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section.

16.3 Exclusions. Confidential Information does not include information that: (a) becomes public through no breach of these Terms; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is lawfully obtained from a third party without confidentiality obligations.

16.4 Compelled disclosure. A receiving party may disclose Confidential Information when required by law, subpoena, court order, or governmental authority, subject to Section 31.

16.5 Duration; return. The obligations in this Section continue during the Subscription Term and for five (5) years after it ends, and for trade secrets for as long as they remain trade secrets under applicable law. On written request after termination, each party will return or destroy the other party’s Confidential Information, subject to the retention rights in Section 24.3 and to copies retained in routine backups until purged.

17. THIRD-PARTY SERVICES; APP STORE TERMS

17.1 Third-party services. The Services may integrate with or depend on third-party services, including hosting providers, mapping and geolocation services, communication and notification systems, payment processors, authentication providers, AI Subprocessors, and telecommunications carriers. Tricorn does not control third-party services and is not responsible for interruptions, changes, errors, security incidents, or discontinuation caused by third-party services outside Tricorn’s reasonable control. Use of certain third-party services may be subject to additional third-party terms.

17.2 App store terms. If you download a Tricorn mobile application from the Apple App Store or Google Play (each an “App Provider”), the following also apply: (a) these Terms are between you and Tricorn, not the App Provider, and the App Provider is not responsible for the application or its content; (b) your license to the application is limited to use on devices you own or control, as permitted by the App Provider’s usage rules; (c) Tricorn, not the App Provider, is solely responsible for maintenance and support of the application; (d) to the maximum extent permitted by law, the App Provider has no warranty obligation with respect to the application; if the application fails to conform to an applicable warranty, you may notify the App Provider, which may refund any purchase price you paid for the application, and the App Provider has no other warranty obligation; (e) Tricorn, not the App Provider, is responsible for addressing any claim relating to the application, including product-liability claims, claims that the application fails to conform to legal or regulatory requirements, and consumer-protection or similar claims; (f) Tricorn, not the App Provider, is responsible for the investigation, defense, settlement, and discharge of any claim that the application infringes a third party’s intellectual-property rights; (g) you represent that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (h) you must comply with applicable third-party terms when using the application; (i) Apple Inc. and its subsidiaries are third-party beneficiaries of these Terms with respect to the iOS application and may enforce these Terms against you as such; and (j) Tricorn’s contact information for questions, complaints, or claims is set out in Section 44.

18. MOBILE AND FIELD USE

18.1 Device permissions. The mobile application may request access to the device camera, photo library, location services, microphone, and storage to capture assessment data. Customer and its Authorized Users control these permissions; disabling them may limit functionality.

18.2 Offline capture and synchronization. The application may allow data capture while offline. Data captured offline is stored on the device until successfully synchronized with the Services. Tricorn is not responsible for offline data that is lost, corrupted, or unrecoverable before successful synchronization, including through device loss, damage, or replacement, application deletion or reinstallation, operating-system or application updates, storage limits, or interrupted connectivity. Authorized Users are responsible for confirming that synchronization has completed and for backing up field data promptly.

18.3 Device security. Customer is responsible for securing devices used to access the Services and for promptly disabling access from lost, stolen, or compromised devices.

18.4 Location data. The Services may use device location to associate assessments with properties and may include location data in Reports.

18.5 Requirements. Use of the application requires compatible devices and operating systems and may incur carrier data charges. Tricorn may require installation of updates to continue use.

19. SERVICE AVAILABILITY; CHANGES; SUPPORT

19.1 Availability. Tricorn will use commercially reasonable efforts to keep the Services available. The Services may be unavailable because of scheduled or emergency maintenance, updates, hosting or telecommunications failures, cybersecurity events, third-party service failures, force majeure events, or other circumstances outside Tricorn’s reasonable control. Unless an Order Form includes a service-level agreement, Tricorn does not guarantee any uptime percentage. Where an Order Form includes a service-level agreement, the service credits it provides are Customer’s sole and exclusive remedy for unavailability.

19.2 Changes to the Services. Tricorn continuously develops its technology and may modify, update, add, replace, or discontinue features. Tricorn will use commercially reasonable efforts not to materially reduce the core functionality of paid Services during an active Subscription Term without reasonable justification. Functionality and interfaces may change over time.

19.3 Support. Tricorn provides technical support for the Services in accordance with the applicable subscription plan or Order Form. Support does not include Professional Services.

20. FEES; PAYMENT; SUBSCRIPTION TERM AND RENEWAL

20.1 Fees; currency; taxes. Customer will pay all fees stated in the applicable Order Form, subscription plan, or checkout. Except as expressly stated otherwise, fees are stated and payable in U.S. dollars and are non-refundable, and Customer bears any currency-conversion, bank, and wire charges. Fees exclude taxes. Customer is responsible for all sales, use, value-added, goods-and-services, digital-services, withholding, and similar taxes and duties, other than taxes based on Tricorn’s net income. Where a reverse-charge mechanism applies, Customer will self-account for VAT or GST and will provide a valid VAT, GST, or similar registration number on request. If Customer is required by law to withhold taxes from a payment, Customer will increase the payment so that Tricorn receives the amount it would have received absent the withholding and will provide official receipts.

20.2 Payment. Customer authorizes Tricorn or its payment processor to charge the payment method on file for recurring and other amounts due. Invoiced amounts are due within thirty (30) days of the invoice date. Customer must notify Tricorn in writing of any good-faith invoice dispute within thirty (30) days of the invoice date and pay all undisputed amounts when due.

20.3 Late amounts. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Customer will reimburse Tricorn’s reasonable costs of collection, including attorneys’ fees, to the extent permitted by law. Tricorn may suspend the Services for non-payment under Section 22.

20.4 Subscription Term and automatic renewal. Unless the Order Form states otherwise, each Subscription Term automatically renews for successive periods equal in length to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. For a Subscription Term of one (1) month, notice of non-renewal may instead be given at any time before the end of the then-current Subscription Term, including through the self-service cancellation controls in the Services. Renewals are at Tricorn’s then-current pricing for the applicable plan; for Subscription Terms of twelve (12) months or longer, Tricorn will give at least sixty (60) days’ notice before the start of a renewal period of any price increase, and for shorter Subscription Terms at least thirty (30) days’ notice, in each case unless pricing is fixed in the Order Form.

20.5 Additional users and usage. Additional users, properties, or usage added during a Subscription Term are co-terminous with that Subscription Term and are billed on a prorated basis at the then-current rates unless the Order Form states otherwise.

21. TRIALS, TRAINING ACCOUNTS, AND BETA FEATURES

21.1 Trials and promotional access. Tricorn may provide free, trial, pilot, demonstration, or promotional access. Tricorn may limit, modify, or terminate such access at any time. Customer Data in a trial account may be deleted after the trial ends following fourteen (14) days’ notice unless Customer converts to a paid subscription.

21.2 Training Accounts. Training Accounts are provided for educational, training, practice, and evaluation use, such as coursework, supervised practice assessments, and evaluation of the Services. Unless and until a Training Account is converted to a paid Practitioner subscription and the account holder satisfies Section 10: (a) work product created under a Training Account may not be represented as a professional assessment; (b) may not be used for purposes of Section 768.0706, Florida Statutes, or any other statutory, insurance, lender, or contractual requirement; and (c) must be labeled as training material if shared. Tricorn may limit, modify, suspend, or terminate Training Accounts at any time. Training Partners are independent of Tricorn; Tricorn is not responsible for a Training Partner’s course content, instruction, certifications, or designations. A Training Account holder is a Customer under these Terms, individually or on behalf of the organization for which the holder accepts these Terms.

21.3 Beta features. Tricorn may offer features identified as beta, preview, early access, or similar (“Beta Features”). Beta Features are Tricorn’s Confidential Information, are provided “as is,” may be modified or withdrawn at any time, and are excluded from all warranties, service-level commitments, and indemnification obligations. Tricorn’s total liability arising from Beta Features will not exceed $100.

22. SUSPENSION

Tricorn may suspend access to all or part of the Services if: (a) Customer fails to pay amounts when due; (b) Customer or an Authorized User breaches these Terms; (c) Customer’s use presents a security, legal, or operational risk to Tricorn, the Services, other customers, or third parties; (d) Tricorn reasonably believes Customer’s account has been compromised; (e) suspension is required by law; or (f) Customer engages in fraudulent, abusive, or unauthorized activity. Where commercially reasonable, Tricorn will give notice and an opportunity to cure before suspending. Tricorn may suspend immediately where necessary to address an urgent security, legal, or operational risk. Suspension does not relieve Customer of payment obligations.

23. TERM AND TERMINATION

23.1 Term. These Terms apply for as long as Customer has an active Subscription Term or otherwise accesses the Services.

23.2 Termination for cause. Either party may terminate the affected Order Form on written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing it (ten (10) days for non-payment). Tricorn may terminate immediately on notice for a breach involving fraud, illegal activity, attacks on the Services, theft or misappropriation of Tricorn Materials, reverse engineering, unauthorized access, or intentional security violations. Either party may terminate on notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings not dismissed within sixty (60) days.

23.3 Termination for convenience. Customer may cancel a subscription at any time, effective at the end of the then-current Subscription Term, by giving notice of non-renewal under Section 20.4 or by using the self-service cancellation controls in the Services. Cancellation takes effect at the end of the then-current Subscription Term, and Customer retains access until then. Fees already paid are not refundable.

23.4 Effect of termination. On expiration or termination: (a) Customer’s right to access the Services ends; (b) Customer will pay all fees accrued before termination; and (c) if Customer terminates for Tricorn’s uncured material breach, Tricorn will refund any prepaid fees covering the remainder of the terminated Subscription Term, which is Customer’s sole remedy for the termination itself, without limiting any other remedy for the underlying breach that remains available subject to Section 28.

24. CUSTOMER DATA AND REPORTS AFTER TERMINATION

24.1 Export window. For sixty (60) days after expiration or termination, Customer may retrieve its Customer Data and Reports, using any export functionality the Services make available and otherwise by written request to Tricorn. Tricorn will provide Customer Data and Reports in a commonly used electronic format within a reasonable period after such a request, and may provide additional export assistance at its then-current professional rates.

24.2 Deletion. After the export window, Tricorn will delete or de-identify Customer Data within ninety (90) days and will purge it from backup systems in the ordinary course within one hundred eighty (180) days, except as retained under Section 24.3.

24.3 Retention. Tricorn may retain: (a) Aggregated Data and Usage Data; (b) archival copies of Reports and associated audit logs under Section 8.6 for seven (7) years after generation or the applicable limitations period, whichever is longer; and (c) information reasonably required to comply with law, respond to legal process or a litigation hold, resolve disputes, enforce agreements, or maintain financial and audit records. Retained information remains subject to Section 16.

24.4 Customer responsibility. Customer is responsible for exporting and retaining any Customer Data and Reports it needs, including Reports required to demonstrate compliance with statutory recency requirements, insurer or lender conditions, or contractual obligations.

25. CUSTOMER REPRESENTATIONS

Customer represents and warrants that: (a) it has authority to enter into these Terms; (b) it will use the Services lawfully; (c) it has all rights, permissions, and consents required for Customer Data; (d) it will not use the Services to violate another party’s rights; (e) it will not knowingly submit false, fraudulent, defamatory, illegal, or malicious information; (f) it will comply with laws applicable to its use of the Services and Reports; and (g) it will not represent that Tricorn has performed, reviewed, certified, guaranteed, or approved any assessment, Report, property, or security program.

26. INDEMNIFICATION

26.1 By Customer. To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless Tricorn and its Affiliates and their owners, officers, directors, employees, contractors, agents, licensors, successors, and assigns from and against all claims, demands, actions, damages, judgments, settlements, penalties, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or related to: (a) Customer’s or its Authorized Users’ use or misuse of the Services or Reports; (b) Customer Data; (c) Customer’s breach of these Terms or violation of law; (d) Customer’s violation of a third party’s rights; (e) Customer’s security operations, security decisions, and implementation or non-implementation of recommendations; (f) Customer’s Professional Services and, for a Practitioner, its engagement with its clients; (g) Customer’s representations to any person concerning Reports, Scores, assessments, or compliance status; and (h) claims by Customer’s tenants, residents, visitors, employees, contractors, customers, clients, or other third parties arising from Customer’s properties, operations, or Report use, in each case except to the extent a court of competent jurisdiction finally determines the claim was caused by Tricorn’s gross negligence, willful misconduct, or material breach of these Terms.

26.2 By Tricorn. Tricorn will defend Customer against any third-party claim alleging that the Services, as provided by Tricorn and used in accordance with these Terms, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded against Customer or agreed in a settlement approved by Tricorn. Tricorn has no obligation for claims arising from: (a) Customer Data, Reports, or Practitioner content; (b) third-party services; (c) modifications not made by Tricorn; (d) combination of the Services with items not provided by Tricorn, where the claim would not have arisen but for the combination; (e) use after Tricorn has provided a non-infringing alternative; or (f) Beta Features or free access. If the Services are, or Tricorn reasonably believes they may be, subject to such a claim, Tricorn may, at its option, procure the right for Customer to continue using the Services, modify or replace them to be non-infringing, or terminate the affected Order Form and refund prepaid fees for the unexpired Subscription Term. Tricorn’s total liability under this Section 26.2 will not exceed the greater of (i) $1,000,000 or (ii) two (2) times the fees paid or payable by Customer for the Services during the twelve (12) months preceding the claim. This Section states Tricorn’s entire liability and Customer’s exclusive remedy for intellectual-property infringement claims.

26.3 Procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced); (b) allow the indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that imposes liability, obligations, admissions, or restrictions on the indemnified party without its written consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

27. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, TRICORN MATERIALS, REPORTS, SCORES, AND AI FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TRICORN DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THESE TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, AND RESULTS.

WITHOUT LIMITING THE FOREGOING, TRICORN DOES NOT WARRANT, REPRESENT, CERTIFY, OR GUARANTEE THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED; (B) CUSTOMER DATA OR REPORTS WILL NOT BE LOST; (C) ANY PROPERTY, FACILITY, ORGANIZATION, PERSON, EVENT, OPERATION, OR SECURITY PROGRAM IS OR WILL BE SAFE, SECURE, CRIME-FREE, COMPLIANT, OR FREE FROM RISK; (D) CRIME, THEFT, INJURY, PROPERTY DAMAGE, SECURITY BREACHES, WORKPLACE VIOLENCE, THIRD-PARTY CRIMINAL ACTIVITY, OR OTHER HARM WILL NOT OCCUR; (E) EVERY VULNERABILITY WILL BE IDENTIFIED, OR ANY RECOMMENDATION WILL PREVENT OR REDUCE HARM; (F) ANY REPORT, SCORE, OR AI OUTPUT WILL BE COMPLETE OR ACCURATE, OR THAT INFORMATION ENTERED INTO THE SERVICES BY ANY PERSON IS ACCURATE; (G) CONDITIONS AT ANY PROPERTY WILL REMAIN THE SAME AFTER AN ASSESSMENT; OR (H) ANY PRACTITIONER, REPORT RECIPIENT, OR TRAINING PARTNER IS QUALIFIED, LICENSED, INSURED, OR COMPETENT.

TRICORN HAS NOT PERFORMED, REVIEWED, VERIFIED, OR ADOPTED ANY ASSESSMENT OR REPORT, AND THE CONTENT OF EACH REPORT IS THE WORK PRODUCT OF THE PRACTITIONER WHO PRODUCED IT. NO SECURITY MEASURE, TECHNOLOGY, ASSESSMENT, SCORE, RECOMMENDATION, OR COMBINATION OF THEM CAN ELIMINATE SECURITY RISK. CUSTOMER RETAINS SOLE RESPONSIBILITY FOR ITS SECURITY DECISIONS, OPERATIONS, POLICIES, PERSONNEL, SYSTEMS, AND IMPLEMENTATION OF RECOMMENDATIONS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS; IN THOSE JURISDICTIONS, THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

28. LIMITATION OF LIABILITY

28.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

28.2 General cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRICORN’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS, ANY ORDER FORM, THE SERVICES, AND ANY REPORT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRICORN FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. FOR TRIALS, TRAINING ACCOUNTS, BETA FEATURES, CLIENT PORTAL ACCESS, AND OTHER ACCESS FOR WHICH NO FEE IS PAID, TRICORN’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

28.3 Exceptions. Sections 28.1 and 28.2 do not limit: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 26.1, or Tricorn’s obligations under Section 26.2, which are subject only to the cap stated in that Section; (c) either party’s infringement or misappropriation of the other party’s intellectual-property rights; (d) liability arising from a party’s gross negligence, willful misconduct, or fraud, to the extent such liability cannot be limited under applicable law; or (e) liability for death or personal injury caused by a party’s negligence, or any other liability that cannot be limited or excluded under applicable law, including as provided in the Jurisdiction-Specific Terms.

28.4 Basis of the bargain. The limitations in this Section reflect an agreed allocation of risk, are an essential basis of the bargain between the parties, and apply regardless of whether any remedy fails of its essential purpose. The parties acknowledge that Tricorn’s fees would be substantially higher without these limitations.

29. NO THIRD-PARTY BENEFICIARIES; NO DUTY TO THIRD PARTIES

Reports, Scores, information, and Services are provided for the Customer or client identified in the applicable Report or Order Form. Nothing in these Terms, the Services, or any Report creates a duty of care, obligation, warranty, or contractual relationship between Tricorn and any tenant, resident, visitor, guest, employee, contractor, customer, neighboring property owner, insurer, lender, member of the public, or other third party. Report Recipients who are not Customers access and use Reports at their own risk, subject to the Report Reliance Notice, and Tricorn disclaims any duty to them to the maximum extent permitted by law. There are no third-party beneficiaries of these Terms except as expressly stated in Section 17.2(i).

30. NO EMERGENCY SERVICES

Unless expressly stated in a separate written agreement, Tricorn is not an emergency-response provider, alarm-monitoring company, law-enforcement agency, fire department, emergency medical service, security-guard company, or emergency dispatch service. The Services must not be used as a substitute for contacting 911 or other emergency services. Tricorn does not guarantee that any notification, alert, report, or communication will be received, reviewed, transmitted, or acted upon within any period unless a separate written service-level agreement expressly provides otherwise.

31. LEGAL PROCESS AND TESTIMONY

31.1 Compliance. Tricorn may respond to subpoenas, court orders, warrants, discovery requests, and other legal process relating to Customer, its properties, its Reports, or Customer Data. Where legally permitted and practicable, Tricorn will use commercially reasonable efforts to notify Customer before disclosure so that Customer may seek a protective order or other relief at Customer’s expense. Compliance with legal process is not a breach of Section 16.

31.2 Costs. Customer will reimburse Tricorn’s reasonable costs of responding to legal process relating to Customer’s matters, including personnel time at Tricorn’s then-current hourly rates, reasonable attorneys’ fees, and production costs, except in a proceeding in which Tricorn and Customer are adverse parties.

31.3 No testimony obligation. Nothing in these Terms obligates Tricorn or its personnel to provide testimony, declarations, affidavits, expert opinions, or litigation consulting. Where Tricorn agrees to provide any of them, it will do so only under a separate written engagement at Tricorn’s then-current rates. Tricorn’s participation as a records custodian or fact witness is not an expert opinion, certification, or endorsement of any Report.

32. GOVERNMENT CUSTOMERS

If Customer is a federal, state, local, tribal, or foreign governmental entity or agency, including a law-enforcement agency, the Tricorn Government Customer Addendum (available from Tricorn) applies and controls over conflicting provisions of these Terms to the extent it so states, including provisions concerning indemnification, governing law and venue, jury waiver, public records, appropriations, auto-renewal, and publicity. Government Customers must not submit criminal justice information or other restricted data unless a specific addendum is in place.

33. PUBLICITY

Tricorn may identify Customer by name and logo as a Tricorn customer in customer lists and marketing materials, consistent with any trademark guidelines Customer provides to Tricorn. Customer may opt out at any time by written notice to Tricorn. Tricorn will not disclose Customer’s properties, Reports, or Scores in publicity without Customer’s prior written consent.

34. FEEDBACK

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback concerning the Services (“Feedback”), Customer grants Tricorn a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, commercialize, modify, and otherwise exploit the Feedback without restriction or compensation. Feedback does not include Customer Data or Customer’s Confidential Information.

35. COMPLIANCE WITH LAW; EXPORT AND SANCTIONS

35.1 Compliance. Each party will comply with laws applicable to its performance under these Terms. Customer remains responsible for laws applicable to its business, properties, operations, personnel, security activities, professional licensing, surveillance and recording activities, employment practices, data collection, and use of information generated through the Services.

35.2 Export and sanctions. Customer will not use, export, re-export, transfer, or provide access to the Services in violation of United States or other applicable export-control or sanctions laws, and represents that it is not prohibited from receiving the Services under those laws. The Services are not available in, and may not be accessed from, any country or region subject to comprehensive U.S. sanctions.

35.3 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and neither party will offer, give, solicit, or accept any improper payment or benefit in connection with these Terms.

35.4 Copyright complaints. If you believe that content available through the Services infringes your copyright, send a notice that complies with the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(3)) to Tricorn’s designated agent: Tricorn LLC, Attn: DMCA Agent, 18426 Livingston Ave, Suite 2, Lutz, Florida 33559, United States; legal@gotricorn.com. Tricorn will respond to valid notices, may remove or disable access to the identified content, will notify the Customer that submitted it, and will terminate the accounts of repeat infringers in appropriate circumstances. Counter-notices may be sent to the same agent.

36. ELECTRONIC ACCEPTANCE AND COMMUNICATIONS

Customer agrees to transact with Tricorn electronically. Electronic acceptance, including clicking an acceptance control, account registration, electronic signatures, and electronically executed Order Forms, evidences Customer’s agreement to these Terms, and Tricorn’s records of acceptance (including user, version, date, time, and network address) are admissible evidence of that agreement. Customer consents to receive contractual, administrative, security, service, billing, and account communications electronically at the contact information associated with its account and is responsible for keeping that information current.

37. CHANGES TO THESE TERMS

Tricorn may update these Terms from time to time. For material changes, Tricorn will give at least thirty (30) days’ notice through the Services, by email, or by other reasonable means before the change takes effect. For a committed Subscription Term, material changes take effect at the next renewal unless an earlier effective date is required for legal, security, regulatory, or operational reasons. If a material change is adverse to Customer, Customer may terminate the affected subscription by written notice within thirty (30) days after Tricorn’s notice and receive a pro-rata refund of prepaid fees for the unexpired Subscription Term. Continued use of the Services after updated Terms take effect constitutes acceptance of the updated Terms.

38. FORCE MAJEURE

Neither party will be liable for delays or failures in performance caused by events outside its reasonable control, including natural disasters, hurricanes, floods, fires, epidemics, pandemics, war, terrorism, civil unrest, labor disruptions, governmental actions, power failures, internet or telecommunications failures, third-party cyberattacks, or cloud-provider outages. This Section does not excuse Customer’s obligation to pay amounts already due.

39. ASSIGNMENT

Customer may not assign these Terms or any Order Form without Tricorn’s prior written consent, except that Customer may assign them on written notice to a successor in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided the successor is not a competitor of Tricorn and assumes all obligations in writing. Tricorn may assign these Terms and any Order Form to an Affiliate or in connection with a merger, reorganization, financing, change of control, or sale of all or substantially all of the assets or business to which they relate. These Terms bind and benefit permitted successors and assigns.

40. GOVERNING LAW; DISPUTE RESOLUTION; VENUE; JURY WAIVER

40.1 Governing law. These Terms and any dispute arising from or related to them or the Services are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

40.2 Informal resolution. Before filing suit, other than an action for injunctive relief, an intellectual-property claim, or collection of undisputed fees, a party will give the other party written notice of the dispute, and senior representatives of both parties will attempt in good faith to resolve it within thirty (30) days after the notice.

40.3 Venue: Customers in the United States. For a Customer whose principal place of business is in the United States, and unless the parties agree otherwise in writing, any legal action arising from or related to these Terms or the Services must be brought exclusively in the state or federal courts having jurisdiction in Hillsborough County, Florida, and each party consents to the personal jurisdiction and venue of those courts.

40.4 Arbitration: Customers outside the United States. For a Customer whose principal place of business is outside the United States, any dispute arising from or related to these Terms or the Services that is not resolved under Section 40.2 will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association under its International Arbitration Rules, before a single arbitrator, seated in Tampa, Florida, conducted in English, with the laws of the State of Florida governing the merits. The arbitrator may award any relief a court could award, and judgment on the award may be entered in any court of competent jurisdiction, including under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Either party may seek interim or injunctive relief, and Tricorn may bring an action to collect undisputed fees or to protect its intellectual property, in any court of competent jurisdiction. Arbitration will be conducted on an individual basis; class, collective, and representative proceedings are not permitted, to the extent this waiver is enforceable under applicable law.

40.5 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT ACTION ARISING FROM OR RELATED TO THESE TERMS, AN ORDER FORM, OR THE SERVICES.

40.6 Attorneys’ fees. In any action arising from or related to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.

41. EQUITABLE RELIEF

Customer acknowledges that unauthorized use, disclosure, copying, reverse engineering, or misappropriation of Tricorn Materials or Tricorn’s Confidential Information could cause irreparable harm for which monetary damages would be inadequate. Tricorn may seek injunctive or other equitable relief to prevent or stop such conduct, without posting a bond to the extent permitted by law, in addition to any other remedies available.

42. NOTICES

Legal notices to Tricorn must be sent by email to legal@gotricorn.com with a copy by courier or certified mail to Tricorn LLC, 18426 Livingston Ave, Suite 2, Lutz, Florida 33559, Attn: Legal. Notices to Customer may be sent to the email address associated with Customer’s account or stated in an Order Form, or delivered through the Services. Notices are effective when received, or when sent by email if no delivery failure is received.

43. GENERAL PROVISIONS

43.1 Entire agreement. These Terms, the applicable Order Forms, the Privacy Policy, any Data Processing Addendum, the Government Customer Addendum where applicable, and any other addenda expressly incorporated constitute the entire agreement between Tricorn and Customer regarding the Services and supersede all prior agreements, discussions, proposals, and representations concerning the same subject matter. Customer has not relied on any statement not set out in these documents.

43.2 Relationship of the parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between Tricorn and Customer, any Practitioner, any Training Partner, or any Report Recipient.

43.3 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force.

43.4 Waiver. Failure to enforce a provision does not waive the right to enforce it later. A waiver is effective only if in writing and signed by an authorized representative of the waiving party.

43.5 Interpretation. Section headings are for convenience only. “Including” means “including without limitation.” No rule of construction against the drafter applies.

43.6 Survival. Provisions that by their nature should survive expiration or termination will survive, including Sections 6, 7, 8, 9, 10.1(c)-(e), 11, 12.2(d)-(e), 13, 16, 20, 24, 25, 26, 27, 28, 29, 30, 31, 34, 35.2, 40, 41, 42, and 43.

43.7 Language. These Terms are written in English. Any translation is for convenience only, and the English version controls to the extent permitted by law. The parties confirm their express wish that these Terms and all related documents be drawn up in English. Les parties confirment leur volonté expresse que les présentes conditions et tous les documents qui s’y rattachent soient rédigés en anglais.

44. CONTACT

Questions regarding these Terms may be directed to:

Tricorn LLC 18426 Livingston Ave, Suite 2 Lutz, Florida 33559 Email: support@gotricorn.com (general) or legal@gotricorn.com (legal)

By accepting these Terms, Customer acknowledges that it has read and understood these Terms of Service and agrees to be bound by them.

SCHEDULE 1: JURISDICTION-SPECIFIC TERMS

These Jurisdiction-Specific Terms modify the Terms for Customers located in, or using the Services for properties located in, the jurisdictions below. They apply only to the extent stated and control over conflicting provisions of the Terms. Tricorn may add jurisdictions by updating this Schedule under Section 37.

S1.1 European Economic Area, United Kingdom, and Switzerland

• Data protection. The DPA applies, including the EU Standard Contractual Clauses (controller-to-processor and, where applicable, processor-to-processor modules), the UK International Data Transfer Addendum, and the Swiss FADP adaptations. Tricorn acts as processor of personal data contained in Customer Data and as controller of account, billing, and Usage Data.
• Personal-data breaches. Tricorn will notify Customer of a personal-data breach without undue delay after becoming aware of it, as Article 33(2) GDPR requires; the 72-hour period in Section 14.3 is an outer limit, not a substitute.
• Liability. Nothing in the Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law. Sections 27 and 28 apply only to the extent permitted by applicable law.
• Statutory rights. If Customer is a consumer under applicable law, which is not intended, mandatory consumer protections apply notwithstanding Section 2.1.
• Standard terms. Sections 20.4 (automatic renewal), 37 (changes to these Terms), and 39 (assignment) apply subject to the notice, cancellation, and refund rights they contain, which the parties agree are reasonable.
• Forum. Section 40.4 applies. Nothing prevents Customer from bringing a claim in the courts of its home jurisdiction where mandatory law so provides.

S1.2 Australia and New Zealand

• Consumer guarantees. Nothing in the Terms excludes, restricts, or modifies any guarantee, warranty, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or the New Zealand Consumer Guarantees Act 1993 that cannot lawfully be excluded. Where such a guarantee applies and the Services are not of a kind ordinarily acquired for personal, domestic, or household use, Tricorn’s liability for failure to comply with the guarantee is limited, at Tricorn’s option, to supplying the Services again or paying the cost of having the Services supplied again.
• Unfair contract terms. To the extent the Terms are a standard form small business contract, Sections 20.4, 26.1, 37, and 39 apply only to the extent they are not unfair contract terms under the Australian Consumer Law. The parties agree that the notice, cancellation, and refund rights in Sections 20.4, 23, and 37 are reasonably necessary to protect Tricorn’s legitimate interests.
• Privacy. Customer is responsible for compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, including APP 8 (cross-border disclosure), and consents to Customer Data being hosted and processed in the United States as described in Section 14.5.
• Forum. Section 40.4 applies.

S1.3 Canada

• Privacy. The DPA applies to personal information subject to PIPEDA, provincial private-sector privacy laws, and Quebec’s Act respecting the protection of personal information in the private sector (Law 25). Customer is responsible for any privacy impact assessment required for transfers of personal information outside Quebec or Canada and consents to processing in the United States as described in Section 14.5.
• Language. Section 43.7 applies.
• Liability. Nothing in the Terms limits liability for a party’s gross negligence or willful misconduct or, in Quebec, for intentional or gross fault or for bodily or moral injury, where such limitation is prohibited by law.
• Forum. Section 40.4 applies.

S1.4 Other jurisdictions

For Customers in jurisdictions not listed above, the Terms apply as written, subject to any provision of mandatory local law that cannot be varied by agreement. Tricorn may publish additional Jurisdiction-Specific Terms for other regions.