REMOTE CONSULTATION TERMS & CONDITIONS

1. The inspection is based on a on-line, or text or email or video chat visual examination - no-onsite visits have been performed so we rely purely on information provided by the customer or through online research.

2. The inspection of this property is subject to the Limitations and Conditions set out in this Agreement. Because evaluation of the existing structure requires certain assumptions be made regarding existing conditions, and because some of these assumptions cannot be verified without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Inspector against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising out of or in any way connected with this Project.

3. We will have no liability for any claim or complaint if conditions have been disturbed, altered, repaired, replaced or otherwise changed before we have had a reasonable period of time to investigate.

4. The inspection report is for the exclusive use of the client named herein. No use of the information by any other party is intended.

5. Bear Engineering shall perform those professional services as specified in the AGREEMENT and detailed herein. In rendering theseservices, Bear Engineering shall apply the skill and care ordinarily exercised by contemporaneous design professionals of the same discipline currently practicing under similar circumstances at the same time and in the same or similar locality. Upon notice to Bear Engineering and by mutual agreement between the parties, Bear Engineering will, without additional compensation, correct those services not meeting such a standard. Bear Engineering makes no additional warranty except for that provided herein. All other warranties, express and implied, are expressly disclaimed.

6. Bear Engineering shall put forth reasonable professional efforts to comply with the applicable laws, codes and regulations in effect as of the date of the execution of this AGREEMENT.

7. In no event shall Bear Engineering be liable to the CLIENT or to any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, or lost profits or revenues, or diminution in value, arising out of, relating to, or in connection with any breach of this agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Bear engineering was advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

8. In recognition of the relative risks and benefits of the project to both the CLIENT and Bear Engineering, the risks have been allocated such that the CLIENT agrees, to the fullest extent permitted by law, to limit the liability of Bear Engineering, its officers, employees, and sub-consultants on this project for any and all negligent acts, injuries, claims, losses, expenses, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of Bear Engineering shall not exceed the amount of fees paid to Bear Engineering under this AGREEMENT. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

9. Time Bar to Legal Action: All legal actions by either party against the other arising out of or in any way connected with this AGREEMENT or the services to be performed hereunder shall be barred and under no circumstances shall any such legal action be initiated by either party after five (5) years from the date of Substantial Completion, unless this AGREEMENT shall be terminated earlier, in which case the date of termination of this AGREEMENT shall be the date on which such period shall commence.

10. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless Bear Engineering, its officers, directors, employees and sub-consultants (collectively, Bear Engineering) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the CLIENT’S (a) negligent acts in connection with the PROJECT and the acts of its contractors, subcontractors or consultants or anyone for whom the CLIENT is legally liable; (b) material breach of the CLIENT”S obligations under this Agreement. The CLIENT agrees that any and all limitations of Bear Engineering’s liability, waivers of damages by the CLIENT to Bear Engineering and indemnifications by the CLIENT to Bear Engineering shall include and extend to those individuals and entities.

11. Bear Engineering retains for performance of the services under this Agreement, including but not limited to Bear Engineering’s officers, partners and employees and their heirs and assigns, as well as Bear Engineering’s sub consultants and their officers, employees, heirs, and assigns. Neither the CLIENT nor Bear Engineering shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence or for the negligence of others.

12. This inspection report should not be considered a warranty or guarantee, implied or expressed, of the structure in general, including but not limited to the building superstructure, slabs, foundations, repairs recommended or repairs performed. Structures including but not limited to their foundations and slabs may be affected severely by changes in climate, land use, drainage, soil moisture conditions, soil characteristics, and other factors too numerous to list. It is performed without the benefit of formal soils investigation, slope stability analysis, drainage analysis or similar studies.

13. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

14. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to/the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by each Party.

16. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Bear Engineering. Any purported assignment or delegation in violation of this Section 4.7 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.

18. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

19. Unless otherwise specified, this contract shall be governed by the laws of the State of California without giving effect to any conflict of laws

principles that would cause the laws of any other jurisdiction to apply.