ORTELIUS AI MARKETPLACE TERMS OF SERVICE

Ortelius operates a two-sided online marketplace that connects landowners and their representatives with business buyers invited by Ortelius of industrial-use real property, including data centers, manufacturing facilities, and energy supply sites. Ortelius provides the technology infrastructure and the venue for these connections.

The Platform consists of two separate portals: (a) the Landowner Portal (list.orteliusai.com), through which landowners and their authorized agents may submit parcels for listing, upload documents, track listing status, and manage account information; and (b) the Buyer Portal (find.orteliusai.com), through which business buyers invited by Ortelius, upon activation of an Ortelius-issued access code, may browse published site listings, submit bids, option requests, and requests for information. Ortelius facilitates communications between landowners and Buyers on an anonymized basis until both parties consent to direct contact at a stage Ortelius determines to be appropriate.

Technology Platform Only; No Brokerage. Ortelius is a technology platform provider only. Ortelius is not a licensed real estate broker, sales agent, buyer’s agent, seller’s agent, fiduciary, or advisor, and does not hold itself out as such. Ortelius does not list, market, sell, purchase, exchange, or lease real property, does not negotiate the terms of any transaction on behalf of any party, and does not receive compensation for performing any act that requires a real estate license.

The Platform provides a venue and technology infrastructure through which landowners and buyers may discover one another and initiate contact; all transaction decisions and negotiations are the sole responsibility of the parties.

Ortelius does not prepare, review, or advise on purchase agreements, leases, option agreements, letters of intent, or other transaction documents, does not set or recommend asking prices or offer amounts, and does not hold or disburse deposits, earnest money, or other transaction funds.

Each party is responsible for engaging its own real estate broker (if desired), attorney, title company, escrow agent, surveyor, engineer, environmental consultant, and other professional advisors, and for any compensation owed to them.

Ortelius does not share any fee it receives with any real estate licensee, and no fee payable to Ortelius is calculated as a percentage of the purchase price or rent of any property. Use of the Platform does not create any agency, brokerage, advisory, fiduciary, employment, partnership, or joint venture relationship between Ortelius and any user.

If applicable law in any jurisdiction requires specific disclosures or licensing for activities of the type described herein, Ortelius reserves the right to restrict access to the Platform from users in that jurisdiction until it has completed any required compliance steps.

Beta and Pre-Launch. If your use of the Platform is in respect of any beta feature, you acknowledge that it may contain bugs, incomplete features, or functionality that is subject to change. Ortelius reserves the right to modify, suspend, or discontinue any feature or the Platform as a whole at any time during the beta period without notice or liability. Your use of the Platform is at your own risk, and Ortelius is not responsible for any losses arising from Platform changes, downtime, or technical issues including during the beta period.

Indications of Interest; Ortelius Not a Party. Bids, option requests, requests for information, and other expressions of interest submitted through the Platform are non-binding indications of interest only, and neither a landowner nor a Buyer is obligated to proceed with any transaction unless and until they execute a definitive written agreement. Ortelius is not a party to any such agreement or transaction and has no obligation to see that any transaction is completed. Ortelius does not guarantee that any listing will receive interest, that any Buyer will submit a bid, or that any transaction will be completed on any particular terms or at all.

No Verification of Users or Listings. Ortelius may, but is not obligated to, review listings or screen users. The issuance of a Buyer access code or the publication of a listing is not a representation, endorsement, or guarantee by Ortelius of the identity, authority, financial capacity, creditworthiness, intentions, or good faith of any user, or of the ownership, title, condition, zoning, utility service, or suitability of any property. You are solely responsible for verifying the identity and authority of, and the information provided by, any person with whom you deal through the Platform.

AI-Generated and Automated Content. Certain Platform features, including site scores, rankings, summaries, and analyses, are generated in whole or in part by automated systems, including machine-learning and generative artificial intelligence models. Automated outputs may be inaccurate, incomplete, or outdated, may differ from outputs provided to other users for similar inputs, and may change as Ortelius updates its models and data. Automated outputs are not reviewed by a licensed professional unless Ortelius expressly states otherwise in writing, and you should not rely on any automated output as the sole basis for any decision.

No Funds Handling; Wire Fraud Warning. Ortelius does not accept, hold, or transmit deposits, purchase price, rent, or other funds for any transaction between users, and will never send you wiring or payment instructions for any such transaction. If you receive wiring or payment instructions that appear to come from Ortelius or from another user, verify them independently by telephone using a known contact before sending funds. Ortelius is not responsible for any loss resulting from fraudulent payment instructions or other fraud committed by third parties.

Third-Party Services and Links. The Platform may contain links to, or information about, third-party websites, data sources, service providers, or professionals. Ortelius does not control or endorse any third-party website, service, or professional, and your dealings with them are solely between you and the applicable third party.

User Types. These Terms refer to users of the Landowner Portal as “Landowner Users”, which includes Land Partners (as defined in Section 9.1), and to users of the Buyer Portal as “Buyers” (as further described in Section 11.1). References to “users” include both. Capitalized terms used in Part A that relate to only one side of the marketplace are defined in Part B or Part C, including “Site Information” (Section 11.5), “Authorized Organizations” (Section 11.4).

Age and Legal Capacity. You must be at least 18 years of age and legally capable of entering into a binding contract in your jurisdiction to use the Platform.

Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. If you become aware of any unauthorized use of your account, you must notify us immediately at issues@orteliusai.com. Ortelius is not liable for losses resulting from unauthorized use of your account. Buyer access codes and account credentials are personal to the individual to whom they are issued and may not be shared, transferred, or used by any other person, including other personnel of the same organization.

Accuracy of Information. You represent and warrant that all information you provide to Ortelius is truthful, accurate, and complete, and you agree to keep it current. You may not create multiple accounts or create an account using another person’s identity.

Verification and Screening. Ortelius may at any time request information or documentation to verify your identity, your authority to act on behalf of an entity or property owner, your ownership of any listed property, the beneficial ownership and control of any Buyer, or your compliance with Section 18, and may use third-party identity verification, public records, and sanctions screening services for these purposes. Ortelius may suspend or decline access if you do not provide requested information or if Ortelius cannot complete verification to its satisfaction. Any verification Ortelius performs is solely for its own benefit and does not create any duty to you or entitle any other user to rely on it.

Users and Interpretation.

1. (a)If you are a landowner or a Land Partner, Part B (Sections 9 and 10) also applies to you. Please pay particular attention to Section 9.2 (if you list on behalf of an owner), Section 9.3 (Authority), Section 9.4 (Accuracy and Disclosure), Section 9.8 (Landowner Contact Information), and, if you are an individual, Section 19.7 (your right to opt out of arbitration).
2. (b)If you are a Buyer, Part C (Sections 11 and 12) also applies to you. Please pay particular attention to Section 4 (Acceptable Use), Section 5 (Confidentiality), Section 11.4 (Authorized Organizations), Section 11.5 (Restrictions on Site Information), Section 11.8 (Post-Termination Data Deletion), and Section 12 (Fees).
3. (c)If you use the Platform both as a landowner and as a Buyer, Part B applies to your activities as a landowner and Part C applies to your activities as a Buyer. The provisions highlighted above are listed for convenience only, and every provision of these Terms that applies to you is binding whether or not it is listed here.

Nature of Platform Information. Platform scores and analyses, including assessments of power availability, interconnection feasibility, permitting risk, community sentiment, and land cost, are informational estimates derived from public records, third-party data sources, and Ortelius’s proprietary models. They are not engineering assessments, legal opinions, environmental reports, investment advice, or professional advice of any kind. They are provided “as is” and without warranty. Users must conduct their own independent due diligence before making any decision to transact. Without limiting the foregoing:

1. (a)power availability, interconnection, and transmission information reflects Ortelius’s estimates from public filings and other sources, does not reflect any determination by a utility, regional transmission organization, or independent system operator, and is not an assurance of the availability, timing, or cost of any electric service, interconnection, or network upgrade;
2. (b)permitting, zoning, and entitlement information is not a zoning verification letter or legal opinion and may not reflect recent amendments, variances, moratoria, or local practice;
3. (c)environmental, flood, wetland, and similar information is not a Phase I environmental site assessment or other environmental report and does not satisfy any all-appropriate-inquiries or similar standard;
4. (d)community sentiment information is derived from publicly available sources and automated analysis, may not reflect the views of any community, official, or individual, and is not a prediction of any governmental action;
5. (e)land cost and value information is not an appraisal or broker price opinion; and
6. (f)fiber, telecommunications, and other infrastructure information may be approximate and may not reflect actual route locations, capacity, or availability.

All Platform information speaks only as of the date it is generated, may include forward-looking estimates that may not be realized, and Ortelius has no obligation to update it.

Third-Party Data. Some data and mapping content displayed on the Platform is sourced from third-party providers.

Ortelius does not warrant the accuracy, completeness, or timeliness of any third-party data. If any third-party data provider changes or discontinues its service, the applicable data may be modified or removed from the Platform without notice. Third-party data may be subject to additional terms imposed by its provider, which Ortelius may notify to you through the Platform, and you agree to comply with those terms. Ortelius’s third-party data licensors are intended third-party beneficiaries of Sections 4.1 and 5 with respect to their data and may enforce those Sections directly.

Prohibited Conduct. You may not, and may not direct or assist any third party to:

1. (a)scrape, crawl, harvest, extract, bulk-download, or systematically copy Platform data, Site Information, scores, or map content by any means, whether automated or manual, including through bots, crawlers, spiders, browser automation tools, offline readers, or similar technologies, or intercept any API calls, data feeds, or network requests made by the Platform to access underlying data;
2. (b)reverse-engineer, decompile, or attempt to derive the underlying methodology of any Platform score or analysis;
3. (c)redistribute, resell, sublicense, or otherwise make available any Platform data or Site Information to any person who is not an Authorized Organization permitted to receive it under Section 11.4 or 11.5;
4. (d)use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
5. (e)attempt to gain unauthorized access to any portion of the Platform or its underlying systems;
6. (f)interfere with or disrupt the Platform or its infrastructure;
7. (g)use any Platform data, Site Information, scores, analyses, map outputs, or derivative works thereof to train, develop, fine-tune, validate, enhance, or otherwise improve any artificial intelligence, machine-learning, predictive, generative, or other computational model or system, except with Ortelius’s prior written consent;
8. (h)use any Platform outputs to recreate, substitute for, or reverse-engineer any underlying licensed dataset or proprietary data source incorporated in the Platform;
9. (i)remove, alter, obscure, or fail to reproduce any proprietary notice, copyright marking, logo, or attribution contained in or required to accompany any site report, derivative work, or other Platform output, including any third-party data provider attribution required under Ortelius’s upstream license agreements;
10. (j)use the Platform or any Platform data to identify, map, target, or facilitate any attack on, interference with, or unauthorized access to any electric, telecommunications, fiber, water, or other critical infrastructure, or for any purpose other than the lawful evaluation of real property for a potential transaction;
11. (k)contact or solicit any landowner, Buyer, Land Partner, or other user identified through the Platform for any purpose other than a potential transaction involving a property listed on the Platform, add any such person to any marketing or prospecting list, or send unsolicited commercial communications;
12. (l)submit any false, misleading, or fictitious listing, bid, option request, or other information, impersonate any person, or misrepresent your identity, affiliation, authority, or intentions;
13. (m)share, sell, or transfer any access code or account credential, or access the Platform through another user’s account;
14. (n)upload or transmit any virus, malware, or other harmful code;
15. (o)unlawfully discriminate against any person on the basis of any characteristic protected by applicable law in connection with any listing or transaction; or
16. (p)use the Platform or any Platform data to develop, offer, or improve any product or service that competes with the Platform.

Non-public site information made available through the Platform, including unpublished listing details, documents uploaded by landowners, bid amounts, RFI responses, and any information designated as confidential (“Confidential Information”), is disclosed solely for the purpose of evaluating a potential transaction. You agree to hold all Confidential Information in strict confidence, to use it only for that permitted purpose, and not to disclose it to any person except your Authorized Organizations (or, if you are a Landowner User, your co-owners, Land Partner, and legal, tax, and financial advisors) on a need-to-know basis and subject to obligations of confidentiality no less protective than those in this Section.

The confidentiality obligations in this Section do not apply to information that: (a) is or becomes publicly available other than through your breach of these Terms; (b) was lawfully in your possession before being disclosed through the Platform, as evidenced by written records; or (c) is required to be disclosed by applicable law or court order, provided that you give Ortelius prompt written notice to the extent permitted by law and cooperate with any effort to obtain a protective order.

Ortelius’s Handling of Listing Information. Ortelius will not disclose non-public information you submit in a listing to any person other than Buyers, Authorized Organizations, and Ortelius’s service providers, except in accordance with these Terms, the Privacy Policy, your instructions, or applicable law. Bid amounts, Buyer identities, and other non-public information disclosed to a Landowner User through the Platform are Confidential Information of Ortelius and the applicable Buyer and are subject to this Section 5.

Duration. Your obligations under this Section 5 continue for five (5) years after termination of your account and, with respect to any trade secret, for as long as it remains a trade secret under applicable law.

Ortelius Intellectual Property. The Platform and its contents, features, technology, scores, algorithms, models, designs, branding, and functionality (excluding User Content and third-party data) are owned by Ortelius or its licensors and are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms grant you no right, title, or interest in Ortelius’s intellectual property except the limited right to use the Platform as expressly permitted herein.

User Content. You retain ownership of content you submit to the Platform (“User Content”). By submitting User Content, you grant Ortelius the license described in Section 9.7 (for Landowner Users) or, in the case of Buyer submissions, a non-exclusive, royalty-free license to use your submissions solely to operate the Platform, facilitate potential transactions, and improve Ortelius’s services. You represent and warrant that your User Content does not infringe any third-party rights.

Feedback. If you provide Ortelius with feedback, ideas, or suggestions about the Platform, you grant Ortelius a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without compensation or obligation to you.

Aggregated Data. Ortelius may collect and create data regarding the use and performance of the Platform, listing activity, Buyer interest, and transaction outcomes, and may combine it with other data to create aggregated or de-identified data that does not identify you or any individual (“Aggregated Data”). Ortelius owns all Aggregated Data and may use it for any lawful purpose, including to develop, train, and improve its models and services, provided that Ortelius will not disclose Aggregated Data in a form that identifies you, a specific listed property, or a specific transaction without your consent.

Copyright Complaints. If you believe content on the Platform infringes your copyright, please send a notice that complies with 17 U.S.C. Section 512(c)(3) to Ortelius’s designated agent, Andys Theocharous, 95 Third Street, Suite 260, San Francisco, CA 94103, andy@orteliusai.com (DMCA Registration No. 1083019). Ortelius may remove allegedly infringing content and may terminate the accounts of repeat infringers in appropriate circumstances.

Publicity. Neither you nor Ortelius will publicly identify the other, or any transaction between users facilitated through the Platform, in any press release, case study, or marketing material without the other’s prior written consent, except as required by applicable law.

Your use of the Platform and any information you provide is governed by our Privacy Policy, available at https://www.orteliusai.com/privacy-policy and incorporated into these Terms by reference. By using the Platform, you consent to our collection, use, and disclosure of your information as described in the Privacy Policy. While we implement reasonable technical and organizational measures, we cannot guarantee the security of information transmitted to or stored on the Platform.

Personal Information of Other Users. If you receive personal information about another user or any other individual through the Platform, including landowner contact information shared with consent under Section 9.8, you will use it solely to evaluate or pursue the applicable transaction, protect it with reasonable safeguards, comply with all applicable privacy, data protection, and anti-spam laws, and delete it when it is no longer needed for that purpose. You are an independent controller or business with respect to any such information you receive, and Ortelius is not responsible for your use of it.

Information About Other Individuals. If you provide Ortelius with personal information about any other individual, including co-owners, alternate contacts, or personnel of an Authorized Organization, you represent that you have provided any notice and obtained any consent required by applicable law for Ortelius to collect and use that information as described in the Privacy Policy.

Electronic Communications. You consent to receive agreements, notices, disclosures, and other communications from Ortelius electronically, by email or by posting on the Platform, and agree that electronic communications satisfy any legal requirement that such communications be in writing. You may withdraw this consent by terminating your account.

Text Messages and Calls. If you provide a mobile number, you agree that Ortelius and its service providers may send you account, listing, transaction-status, and security text messages and calls at that number, which may be sent using automated technology. Ortelius will send marketing text messages, or make marketing calls using automated technology or an artificial or prerecorded voice, only with your separate prior express written consent, and that consent is not a condition of using the Platform or of any purchase. Message frequency varies. Message and data rates may apply. Reply STOP to cancel text messages or HELP for help. Mobile carriers are not liable for delayed or undelivered messages. You agree to notify Ortelius promptly if you change or relinquish your mobile number.

Call Recording. Ortelius may monitor and record calls with you for quality assurance, training, and record-keeping purposes, and will notify you at the start of any recorded call where required by law.

Landowner Eligibility. The Landowner Portal is open to: (a) individual owners of real property; (b) groups of co-owners of a single property; (c) real estate companies and other legal entities with ownership interests in property; (d) trustees and estate representatives authorized to act on behalf of a trust or estate owning property; and (e) licensed real estate agents or brokers authorized in writing to act on behalf of a property owner (“Land Partners”). By creating a Landowner account, you represent and warrant that you meet one of these descriptions and have full authority to list the property and grant the rights described in Sections 9 and 10.

Land Partners. If you are a Land Partner, you accept these Terms: (a) on behalf of each owner for whom you list a property, and you represent and warrant that each such owner has authorized you in writing to bind it to these Terms, including Section 10.5; and (b) in your own capacity, with respect to your own conduct and your representations and warranties under Sections 9.3 and 9.4. You will provide a copy of your written authorization to Ortelius on request. If you did not have authority to bind an owner, you will be personally responsible, to the extent permitted by applicable law, for the obligations these Terms would have imposed on that owner.

Authority. You represent and warrant that you are the sole owner of the listed property, or are duly authorized in writing to act on behalf of all owners of record, and have full legal authority to list the property and grant the rights described in these Terms. Your listing must accurately identify the property interests offered (for example, fee simple, surface rights only, ground lease, or option) and any interests in the property that you do not own or are not offering, including severed mineral, water, or air rights, existing leases, rights of first refusal, options, conservation easements, and similar rights held by third parties. If you are a Land Partner, you further represent and warrant that you hold an active real estate license in the jurisdiction where the property is located, that you have disclosed your licensed status and agency relationship in your listing, and that you are solely responsible for compliance with all laws and rules applicable to your license. Ortelius will not accept any commission, referral fee, or share of compensation from any Land Partner in connection with any transaction.

Accuracy and Disclosure. You represent and warrant that all information you submit about a listed property is true, accurate, and complete to the best of your knowledge. You further represent that you have disclosed in your listing all material matters known to you that could affect a buyer’s evaluation of the property, including but not limited to: pending or threatened litigation; liens, judgments, or encumbrances; easements and rights of way; known environmental conditions or contamination; current leases or occupancy arrangements; zoning restrictions; and any other condition that could materially affect the sale, lease, or development of the property. You agree to promptly update your listing if any of the foregoing changes, or if the property is sold, placed under contract, subject to an accepted offer, or otherwise removed from the market. Your disclosure obligations under applicable law, including any statutory seller disclosure requirements, are independent of these Terms and are not satisfied by any Platform score, analysis, or other content generated by Ortelius.

Non-Exclusive Listing. Listing a property on the Platform is non-exclusive. You may continue to market the property through other brokers, platforms, or channels. You remain solely responsible for determining whether to accept, reject, or negotiate any offer and on what terms. If the property is subject to an exclusive listing agreement or other agreement with a real estate broker, you represent that listing the property on the Platform does not breach that agreement, and you are solely responsible for any commission or other compensation owed to that broker.

Listing Review and Removal. Ortelius may review, format, anonymize, decline to publish, suspend, or remove any listing at any time in its discretion, including where Ortelius cannot verify ownership or authority, the listing appears inaccurate or incomplete, or publication may violate applicable law or the rights of others. Ortelius has no obligation to publish any listing or to present any listing to any particular Buyer.

License to Listing Content. You grant Ortelius a non-exclusive, royalty-free, worldwide license to use, display, reproduce, and distribute the content you submit in your listing (including photographs, descriptions, documents, and data) for the purpose of operating, displaying, and promoting the Platform. You represent and warrant that you own or have sufficient rights in all listing content to grant this license, and that such content does not infringe any third-party intellectual property, privacy, or other rights. If you upload documents that contain personal identifying information (such as land deeds or title documents), you acknowledge that electing to share such documents with Buyers will make that personal information visible to them, and you assume responsibility for any such disclosure. Ortelius will not display your name or the precise location or parcel identifier of a listed property in marketing or promotional materials directed to persons who are not Platform users without your prior consent. You also grant Ortelius a perpetual, irrevocable, non-exclusive, royalty-free license to use listing content and information about listing outcomes in de-identified or aggregated form to develop, train, validate, and improve Ortelius’s models, scores, and services.

Landowner Contact Information. Ortelius will not share your personal contact information (including your name, phone number, email address, and home address) with any Buyer without your explicit prior consent. Ortelius may request your consent to share such information at a stage in the matching process where direct contact between you and a Buyer is appropriate. You may withhold or withdraw this consent at any time without affecting your listing, except that withdrawal after a direct connection has been established does not obligate Ortelius to sever that connection. Although Ortelius anonymizes listings before direct contact is authorized, the location and characteristics of a property may allow a Buyer to identify the property and its owner through public records, and Ortelius does not guarantee that a listing will remain anonymous.

Effect of Landowner Termination. If a Landowner User terminates its account or removes a listing, Ortelius will remove the listing from active display within a commercially reasonable time. Buyers who received Site Information before removal remain bound by Sections 11.5 and 5 with respect to that information, and Ortelius may retain listing records as described in the Privacy Policy and as needed to administer its fee and legal obligations under any applicable Order Form.

No Agency; No Property Rights; No Brokerage. Ortelius is not your agent, broker, representative, or fiduciary, and does not act on your behalf in any capacity that requires a real estate license. Ortelius acquires no ownership interest, option, right of entry, easement, or other real property right by virtue of your listing. The listing and any resulting introduction to a Buyer is a technology-facilitated service only; Ortelius does not negotiate the terms of any transaction on your behalf and is not entitled to compensation as a broker or agent.

No Landowner Fees. Ortelius does not currently charge Landowner Users any fee to list a property or to communicate with Buyers. Effective upon notice on its website, Ortelius may introduce a fee payable by Landowner Users and no such fee will apply to a transaction with a Buyer introduced before the effective date of that fee.

Estimates Provided to Landowners. Any indicative value, land cost estimate, suitability score, or similar information Ortelius provides to you about your property is an automated estimate for informational purposes only. It is not an appraisal, broker price opinion, or comparative market analysis, has not been prepared in accordance with the Uniform Standards of Professional Appraisal Practice, and is not an offer or a prediction that any Buyer will pay any particular price. You should consult your own appraiser, broker, attorney, and tax advisor before setting a price or entering into any transaction.

Communications Consent. By creating a Landowner account, you consent to receive communications from Ortelius about your listing, including buyer interest notifications, account and status notices, and platform updates, by email, phone, and text message. Consent to receive marketing calls or text messages is not a condition of using the Platform, and Section 8 governs electronic communications, calls, and text messages. You may opt out of marketing communications at any time, but agree that listing-related operational notices are a condition of using the Platform.

Landowner Indemnification. To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Ortelius and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, and reasonable attorneys’ fees arising out of or relating to: (a) any inaccuracy or material omission in the information you provide; (b) your lack of authority to list the property or grant the rights in these Terms; (c) any undisclosed matter affecting the property.

Buyer Eligibility. The Buyer Portal is invite-only and accessible only to persons who have redeemed a valid Ortelius-issued access code. Buyers are generally expected to be business entities; however, these Terms apply equally to any individual Buyer. Each individual who accesses the Buyer Portal must accept these Terms in their own name before accessing any site information, whether or not they are acting on behalf of an organization. If you access the Buyer Portal on behalf of an organization, that organization is the Buyer for purposes of these Terms, including Section 12, and is bound by your acceptance. You are personally bound with respect to your own conduct, including under Sections 4, 5, and 11.5. Each individual who accesses the Buyer Portal on behalf of an Authorized Organization is likewise personally bound with respect to his or her own conduct.

Buyer Representations. You represent, warrant, and covenant that: (a) you are accessing the Platform solely for business purposes in connection with the evaluation, acquisition, or leasing of real property, and not for personal, family, or household purposes; (b) you are acting as principal, or as agent for a principal you have disclosed to Ortelius in writing; (c) any information you provide regarding your identity, intended use, financing, or capacity to complete a transaction is accurate and not misleading; and (d) you will comply with all laws applicable to your acquisition, ownership, leasing, or use of real property, including laws that restrict or require disclosure of foreign ownership of real property or agricultural land (such as the Agricultural Foreign Investment Disclosure Act, state foreign land ownership laws, and the real estate jurisdiction of the Committee on Foreign Investment in the United States), and any required filing, notice, or approval is solely your responsibility.

No Agency; No Brokerage. Ortelius is not your agent, broker, fiduciary, or representative and does not hold itself out as performing any act that requires a real estate license. Ortelius does not negotiate on your behalf, does not represent your interests in any transaction, and does not owe you any duty of care, loyalty, or disclosure beyond what is expressly stated in these Terms. Your use of the Platform does not create any agency, advisory, fiduciary, or brokerage relationship. If you engage a real estate broker or other advisor in connection with any transaction, you are solely responsible for that person’s compensation, which is separate from and in addition to any fee payable to Ortelius.

Authorized Organizations. If you intend to share site information or your Buyer account access with any third party, including affiliates, investors, lenders, co-investors, consultants, or advisors (each an “Authorized Organization”), you must: (a) disclose to Ortelius each such Authorized Organization before sharing; and (b) ensure that each individual accessing the Platform on behalf of an Authorized Organization has accepted these Terms in their own name. Where an Authorized Organization will receive Site Information that incorporates data derived from Ortelius’s third-party data licensors, you must also ensure that the Authorized Organization has executed a written non-disclosure agreement with you that covers such information prior to receiving it. You are responsible and liable for any breach of these Terms by any Authorized Organization or their personnel.

Restrictions on Site Information. Site reports, listing snapshots, and any other non-public site information you access through the Platform (“Site Information”) may be used solely for the purpose of evaluating the applicable site for a potential transaction. You may share Site Information only with your Authorized Organizations and only for that purpose. You must maintain records identifying each recipient and provide those records to Ortelius upon request. All recipients of Site Information are bound by the same restrictions as you.

Site Access and Due Diligence. The listing of a property on the Platform does not authorize you or anyone acting for you to enter the property. You may not enter, inspect, survey, sample, or otherwise access any listed property without the express prior written permission of the landowner, and you are solely responsible for any such access and for complying with any conditions the landowner imposes, including insurance and restoration requirements. You are solely responsible for conducting your own due diligence, including title, survey, environmental, geotechnical, utility, interconnection, zoning, entitlement, and community investigations.

Suspension and Removal. Ortelius may suspend or permanently remove any Buyer or Authorized Organization from the Platform at its sole discretion, including where Ortelius reasonably determines that such Buyer or Authorized Organization has: (a) violated these Terms; (b) circumvented or attempted to circumvent the Platform; (c) misused Site Information; (d) provided false or misleading information to Ortelius or to any landowner; or (e) otherwise acted in a manner that harms landowners, other users, or Ortelius. Removal does not release a Buyer from obligations incurred prior to removal, including any fees owed under any applicable Order Form.

Post-Termination Data Deletion. Upon termination or expiration of your account for any reason, you must promptly delete or destroy all Site Information, site reports, and any other non-public Platform content in your possession or control, including any copies in electronic, printed, or any other format. If you are a Buyer, you must comply with this obligation within 10 business days of the effective date of termination and, upon Ortelius’s written request, certify your compliance in writing. This obligation does not apply to information that you are required to retain by applicable law, regulation, or valid legal process, provided that you notify Ortelius of such retention obligation and limit use of the retained information solely to the purpose required by law.

Fees for access to and use of the Platform, if any, are set out in a separate order form or fee agreement entered into between Ortelius and the applicable Buyer (each an “Order Form”). In the event of any conflict between these Terms and an Order Form, the Order Form controls with respect to fees.

Ortelius does not charge Landowner Users any fee to list a property or to use the Platform.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, DATA, SCORES, AND SERVICES MADE AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ORTELIUS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ORTELIUS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS. ORTELIUS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PLATFORM CONTENT, SCORE, ANALYSIS, OR THIRD-PARTY DATA. WITHOUT LIMITING THE FOREGOING, ORTELIUS MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY USER, LISTING, OR PROPERTY, INCLUDING THE IDENTITY, AUTHORITY, FINANCIAL CAPACITY, OR CONDUCT OF ANY USER; THE TITLE, CONDITION, ZONING, ENTITLEMENT, UTILITY OR INTERCONNECTION AVAILABILITY, ENVIRONMENTAL STATUS, OR SUITABILITY OF ANY PROPERTY; OR THE OUTCOME OF ANY TRANSACTION, AND ANY OUTPUT GENERATED IN WHOLE OR IN PART BY ARTIFICIAL INTELLIGENCE IS PROVIDED WITHOUT ANY WARRANTY OF ACCURACY.

Nothing in this Section limits any rights you may have under applicable consumer protection laws that cannot lawfully be disclaimed.

Disputes Between Users; Release. Ortelius is not responsible for the conduct of any user and has no obligation to resolve disputes between users. To the fullest extent permitted by applicable law, you release Ortelius and its officers, directors, employees, agents, and licensors from all claims, demands, and damages of every kind, known and unknown, arising out of or relating to any dispute between you and any other user or third party, or any transaction or prospective transaction between you and any other user. If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You also waive any similar provision of law in any other jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORTELIUS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY, EVEN IF ORTELIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORTELIUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ORTELIUS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

Some jurisdictions do not allow the exclusion or limitation of certain damages. Nothing in this Section limits any liability or remedy that cannot lawfully be excluded or limited, including liability for personal injury caused by negligence, fraud, or willful misconduct.

Basis of the Bargain. The limitations in this Section 14 apply to Ortelius’s licensors and third-party data providers, are an essential basis of the bargain between you and Ortelius, and apply even if any limited remedy fails of its essential purpose.

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Ortelius and its officers, directors, employees, agents, and successors from and against any third-party claims, liabilities, losses, damages, and reasonable attorneys’ fees arising out of or relating to: (a) your use of the Platform in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your User Content; (d) any actual or alleged infringement of any third-party intellectual property, privacy, or other rights by your User Content or your use of the Platform; (e) any breach of Section 5 (Confidentiality); (f) if you are a Buyer, any breach of Section 11 (Buyer Terms); (g) any transaction or dispute between you and any other user or third party, including any claim by a broker, finder, or agent for compensation claimed through you; (h) any entry onto or investigation of any property by you or anyone acting for you; or (i) any act or omission of your Authorized Organizations.

Procedure. Ortelius will give you prompt notice of any claim for which it seeks indemnification, provided that any delay will relieve you of your obligations only to the extent you are materially prejudiced. Ortelius may participate in the defense with counsel of its choosing at its own expense, and you may not settle any claim in a manner that imposes any obligation or admission on Ortelius without Ortelius’s prior written consent.

These Terms become effective when you first accept them and continue until your account is terminated.

Ortelius may suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including a material breach of these Terms or conduct harmful to other users or to Ortelius. Ortelius may also suspend or terminate all or part of the Platform at any time.

You may terminate your account at any time by contacting us at issues@orteliusai.com. Termination does not release you from obligations that accrued before termination, including any fees owed under any applicable Order Form.

The following Sections survive termination of these Terms: 1.3 and 1.5 through 1.9 (Platform Disclaimers), 3 (Platform Data and Scores), 4 (Acceptable Use), 5 (Confidentiality), 6 (Intellectual Property), 7.2 and 7.3 (Personal Information), 9.7 (License to Listing Content), 9.9 (Effect of Landowner Termination), 10.5 (Landowner Indemnification), 11.2 (Buyer Representations), 11.4 and 11.5 (Authorized Organizations; Restrictions on Site Information), 11.6 (Site Access and Due Diligence), 11.8 (Post-Termination Data Deletion), 12 (Fees), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (User Indemnification), 18 (Export Controls and Sanctions), 19 (Governing Law and Dispute Resolution), and 20 (Miscellaneous).

Ortelius may update these Terms at any time. We will provide notice of material changes by posting updated Terms at the applicable portal URL with a revised “Last Updated” date, and where practicable, by sending notice to the email address associated with your account. Your continued use of the Platform after the effective date of any update constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform and may terminate your account. Except for changes required by law or made to address security or fraud, material changes will take effect no earlier than thirty (30) days after notice. Changes to Section 19 will not apply to any dispute of which Ortelius had actual notice before the effective date of the change, and no change to these Terms will alter the fee terms of an Order Form except as provided in that Order Form.

The Platform and all data, content, and services made available through it are subject to United States export control laws and regulations, including the Export Administration Regulations. You may not access or use the Platform if you are: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. government embargo (as identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time); (b) identified on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department’s Entity List, the Denied Persons List, or any other applicable restricted party list; or (c) acting on behalf of any of the foregoing.

By accessing the Platform, you represent and warrant that you are not subject to any of the restrictions in Section 18.1 and that you are not acting on behalf of any restricted person or entity. Ortelius reserves the right to restrict or terminate access to the Platform for any user who triggers export control or sanctions concerns, without prior notice and without liability.

Governing Law. These Terms and all disputes arising out of or relating to them or the Platform are governed by the laws of the State of California, without regard to its conflict of laws rules, and, as applicable, the Federal Arbitration Act. Subject to Section 19.2, the state and federal courts located in the city and county of San Francisco, California have exclusive jurisdiction over any action permitted to be brought in court, and you and Ortelius consent to their personal jurisdiction.

Agreement to Arbitrate. Except as provided in Section 19.5, you and Ortelius agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, including any question regarding their existence, validity, or termination, shall be determined by final and binding arbitration before a sole arbitrator. The arbitration shall be administered by JAMS (or its successor) pursuant to its Streamlined Arbitration Rules and Procedures (or, if the claim exceeds $250,000, its Comprehensive Arbitration Rules and Procedures), in the city of San Francisco, California or, at the election of an individual Landowner User, in the county where that individual resides or by video conference. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ORTELIUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s or entity’s claims.

Costs. Ortelius will pay arbitration fees to the extent required by applicable JAMS rules or law. Each party will otherwise bear its own costs and attorneys’ fees in connection with any arbitration, unless the arbitrator awards costs as part of the award. For any claim brought by an individual Landowner User, the JAMS Consumer Arbitration Minimum Standards of Procedural Fairness apply, and Ortelius will pay all JAMS filing, administrative, and arbitrator fees in excess of the filing fee the individual would have paid to bring the claim in court.

Exceptions. Either party may: (a) bring an individual claim in a small claims court of competent jurisdiction; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened breach of Section 5 (Confidentiality) or Section 6 (Intellectual Property), where monetary damages would be inadequate. Nothing in this Section prevents either party from reporting a matter to a government agency. Any claim for public injunctive relief that may not be waived under applicable law will be severed and stayed pending arbitration of all other claims, and then decided by a court of competent jurisdiction.

Informal Resolution. Before initiating arbitration (other than an action for emergency equitable relief), the initiating party shall provide the other party with written notice of the dispute and the relief sought, and the parties shall attempt in good faith to resolve the dispute informally for at least 30 days from receipt of that notice.

Opt-Out for Landowner Users. If you are a Landowner User who is an individual (not a business entity), you may opt out of the arbitration and class action waiver provisions of this Section 19 within 30 days after you first accept these Terms by sending written notice of your decision to opt out to issues@orteliusai.com, including your name and the email address associated with your account. Opting out will not affect any other provision of these Terms and does not affect Buyer Users, who remain subject to this Section 19 in full.

Mass Arbitration. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against Ortelius by or with the assistance of the same or coordinated counsel or organizations, then: (a) the JAMS Mass Arbitration Procedures and Guidelines will apply; (b) the demands will be administered in batches of no more than fifty (50), with one arbitrator per batch; and (c) the statute of limitations for each claim will be tolled from the time the first demand is filed until the claim is resolved through batch processing. Ortelius’s obligation to pay arbitration fees for such demands will be determined in accordance with those procedures.

Time Limit for Claims. To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Platform must be filed within one (1) year after the party asserting the claim knew or reasonably should have known of the facts giving rise to it, or the claim is permanently barred.

Severability of Arbitration Provisions. If the class action waiver in Section 19.3 is found unenforceable with respect to any claim, that claim, and only that claim, will be severed and proceed in a court described in Section 19.1, and will be stayed pending completion of any individual arbitration. If any other part of this Section 19 is found unenforceable, the remainder of this Section 19 will be enforced.

Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ORTELIUS KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM THAT IS LITIGATED IN COURT RATHER THAN ARBITRATED, INCLUDING ANY CLAIM SEVERED UNDER SECTION 19.5 OR SECTION 19.10. If this waiver is held unenforceable in any action pending in a California state court, you and Ortelius agree that the action will be heard by a referee under California Code of Civil Procedure Section 638, who will be a retired judge selected by agreement of the parties or, failing agreement, appointed by the court, and the referee’s decision will be entered as the judgment of the court.

Entire Agreement. These Terms, together with the Privacy Policy and any Order Form, constitute the entire agreement between you and Ortelius regarding your use of the Platform and supersede all prior understandings and agreements. If there is a conflict between these Terms and an Order Form, non-disclosure agreement, or other written agreement signed by Ortelius and you, the signed agreement controls to the extent of the conflict.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will remain in full force and effect.

Waiver. Ortelius’s failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision in the future.

Assignment. You may not assign or transfer these Terms or your account without Ortelius’s prior written consent. Ortelius may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Authority to Bind. If you accept these Terms on behalf of a legal entity, you represent and warrant that you have authority to bind that entity, and that entity will be responsible for all obligations under these Terms.

Notices. Notices to you may be provided by email to the address associated with your account or by posting on the applicable portal. Notices to Ortelius must be sent to issues@orteliusai.com.

Relationship of Parties. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Ortelius.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

Force Majeure. Ortelius is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, utility or internet failures, cyberattacks, labor disputes, governmental action, or failures of third-party data or hosting providers.

Third-Party Beneficiaries. Except as provided in Section 3.2 with respect to Ortelius’s data licensors and in Sections 13.3, 14, and 15 with respect to the persons identified in those Sections, these Terms do not confer any rights on any third party.

Interpretation. The words “including” and “include” mean “including without limitation.”

California Users. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

For questions about these Terms, please contact: