CCFE Group Service Terms & Conditions

Client accepts these terms by: accepting or signing a proposal or project authorization; electronically accepting these terms; paying a CCFE invoice; issuing a purchase order or written authorization; authorizing CCFE by email or other written communication; submitting documents after receiving notice of these terms; or permitting CCFE to begin Services.

• accepting or signing a proposal or project authorization;

• electronically accepting these terms;

• paying a CCFE invoice;

• issuing a purchase order or written authorization;

• authorizing CCFE by email or other written communication;

• submitting documents after receiving notice of these terms;

• permitting CCFE to begin Services.

The person authorizing Services represents that they have authority to bind the Client.

Electronic approvals, signatures, emails, payment records, and electronic records may establish acceptance.

Unless CCFE expressly agrees otherwise in writing, the following order governs:

1. 1.

   a project-specific written agreement expressly modifying these terms;

2. 2.

   the applicable CCFE proposal or Statement of Work;

3. 3.

   these Terms and Conditions;

4. 4.

   CCFE project-specific assumptions, qualifications, exclusions, reports, and deliverables.

Terms appearing in Client purchase orders, vendor agreements, subcontract forms, procurement portals, prime contracts, owner contracts, bid instructions, payment systems, or other third-party documents do not modify these terms merely because CCFE receives, reviews, accesses, acknowledges, or performs Services in connection with them.

No owner, general contractor, architect, consultant, government entity, prime contractor, or other third-party requirement flows down to CCFE unless specifically accepted in writing by an authorized representative of CDPC Partners, LLC.

This includes, without limitation:

• indemnification obligations;

• additional insured requirements;

• liquidated damages;

• schedule damages;

• consequential damages;

• retainage;

• pay-if-paid requirements;

• pay-when-paid requirements;

• warranties;

• bonding requirements;

• audit rights;

• cybersecurity requirements;

• other contractual obligations imposed by upstream agreements.

CCFE performs only the Services expressly identified in the applicable proposal, project authorization, Statement of Work, invoice, or written scope.

Anything not expressly included is excluded.

The appearance of a condition, requirement, product, detail, note, specification, schedule, contract clause, or other information within project documents does not automatically require CCFE to quantify, price, investigate, identify, analyze, report, or assume responsibility for that condition.

Additional or revised work may constitute Additional Services and may require additional payment.

CCFE Services are document-driven.

CCFE may rely upon drawings, specifications, addenda, contracts, schedules, photographs, correspondence, pricing information, manufacturer information, electronic files, and other materials supplied or made available by or on behalf of Client without independently verifying their completeness, authenticity, accuracy, coordination, revision status, or suitability.

Client is responsible for providing complete, current, and applicable project information.

CCFE is not responsible for:

• documents not provided;

• missing sheets;

• incomplete specifications;

• addenda not provided;

• revisions not provided;

• superseded documents represented as current;

• corrupted, unreadable, inaccessible, or incorrectly transmitted files;

• inaccurate document indexes;

• undocumented verbal instructions;

• information available to Client but not supplied to CCFE;

• conditions that cannot reasonably be determined from the documents reviewed.

CCFE has no independent duty to locate missing project documents unless expressly included in the applicable scope.

Each estimate, report, analysis, review, or other deliverable applies only to the documents and information reviewed for that Service.

Documents issued, revised, transmitted, discovered, or provided after CCFE begins or completes its review are not automatically included.

Additional drawings, addenda, RFIs, ASIs, bulletins, substitutions, revisions, clarifications, contracts, schedules, or other documents may require Additional Services.

Client shall not assume that CCFE reviewed a document merely because the document existed or was available elsewhere.

Unless expressly included in writing, CCFE has no continuing duty after delivery to monitor:

• plan rooms;

• project portals;

• addenda;

• RFIs;

• design changes;

• substitutions;

• product changes;

• pricing changes;

• contract revisions;

• other subsequent project activity.

A CCFE deliverable speaks only as of the information reviewed for that deliverable.

Any anticipated turnaround time or delivery date provided by CCFE is an estimate unless expressly identified in writing as a guaranteed deadline.

Time is not of the essence unless expressly agreed by CCFE in writing.

A production period does not begin until CCFE has received:

1. 1.

   required payment;

2. 2.

   sufficient project information to begin the Services.

CCFE is not responsible for delays caused by Client, late documents, revised documents, payment delays, upload failures, third-party platforms, or information received after work begins.

CCFE estimates, takeoffs, measurements, quantities, counts, calculations, assemblies, and related information are professional estimating tools derived from the project documents and information available at the time of review.

They are not:

• field measurements;

• shop drawings;

• fabrication drawings;

• installation layouts;

• purchase orders;

• guaranteed order quantities;

• guaranteed labor quantities;

• guaranteed waste factors;

• guaranteed material yields;

• guaranteed vendor pricing;

• guaranteed installed quantities;

• guarantees of profitability;

• guarantees of bid accuracy;

• guarantees that Client will receive a contract award.

Actual field conditions may differ from drawing information.

Before purchasing or installing materials, Client is responsible for verifying:

• actual field dimensions;

• final material quantities;

• waste factors;

• patterns;

• roll widths;

• dye lots;

• minimum order requirements;

• packaging quantities;

• attic stock;

• freight;

• taxes;

• tariffs;

• lead times;

• escalation;

• availability;

• manufacturer requirements;

• substrate conditions;

• installation requirements;

• compatibility;

• warranty requirements.

CCFE does not control procurement or installation.

Pricing information provided by CCFE represents information or assumptions reasonably available at the time the Services are performed.

CCFE does not guarantee:

• supplier prices;

• manufacturer prices;

• subcontractor quotations;

• labor rates;

• freight;

• taxes;

• tariffs;

• escalation;

• availability;

• lead times;

• supplier performance;

• market conditions.

Client is responsible for validating final pricing before submitting a bid or entering into a contract.

CLIENT, NOT CCFE, IS RESPONSIBLE FOR THE FINAL BID.

Client is solely responsible for determining final:

• bid amount;

• quantities;

• labor rates;

• material pricing;

• markups;

• overhead;

• profit;

• insurance;

• bonding;

• taxes;

• freight;

• escalation;

• alternates;

• allowances;

• qualifications;

• exclusions;

• schedule;

• manpower;

• procurement strategy;

• subcontractor selection;

• supplier selection;

• contractual obligations.

CCFE does not submit a bid on Client’s behalf unless expressly agreed in writing.

Client’s decision to use, modify, reject, or rely upon any CCFE deliverable remains Client’s independent business decision.

Client shall review every CCFE deliverable before using it for: bid submission; contract execution; procurement; purchasing; scheduling; or construction.

Client shall promptly notify CCFE of suspected errors, discrepancies, omissions, missing conditions, or questionable assumptions.

Where commercially possible, Client shall give CCFE a reasonable opportunity to investigate and correct a suspected issue before Client incurs additional cost.

CCFE quantities, reports, exhibits, assumptions, qualifications, exclusions, estimator notes, unresolved conditions, and bid positions form an integrated deliverable.

Client may not separate quantities or conclusions from the qualifications, assumptions, and exclusions applicable to them.

Client assumes responsibility for consequences resulting from modification, deletion, alteration, or removal of CCFE assumptions, qualifications, exclusions, calculations, or findings.

Construction documents may contain ambiguity, contradictions, omissions, or incomplete design information.

Where documents do not establish a clear condition, CCFE may: make a reasonable estimating assumption; qualify the condition; identify the condition as unresolved; exclude the condition; or request clarification.

An estimating assumption is not a representation that the assumption reflects final design intent.

CCFE pre-construction intelligence identifies conditions reasonably discoverable from the documents reviewed.

No report guarantees detection of every:

• contradiction;

• omission;

• ambiguity;

• scope gap;

• coordination problem;

• specification issue;

• commercial exposure;

• schedule condition;

• procurement condition;

• project issue.

The absence of a condition from a CCFE report does not establish that the condition does not exist.

HOLMES and other CCFE contract-intelligence services provide commercial and administrative document analysis.

Such Services may identify:

• scope obligations;

• payment terms;

• documentation requirements;

• schedule obligations;

• notice requirements;

• insurance requirements;

• indemnity provisions;

• change-order procedures;

• other commercial contract conditions.

CCFE IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE.

CCFE Services do not create an attorney-client relationship and do not replace review by qualified legal counsel.

Product intelligence may rely upon manufacturer technical information, websites, published literature, distributors, industry publications, private databases, and other information sources.

Product information may change without notice.

Client is responsible for independently verifying final:

• manufacturer;

• product;

• color;

• dimensions;

• thickness;

• backing;

• adhesive;

• setting material;

• grout;

• waterproofing;

• crack isolation;

• transitions;

• trims;

• accessories;

• installation method;

• warranty requirements;

• availability;

• compatibility.

Unless specifically agreed in writing and lawfully performed by appropriately licensed personnel, CCFE does not provide:

• architectural services;

• engineering;

• surveying;

• geotechnical engineering;

• structural engineering;

• environmental engineering;

• material testing;

• legal services;

• accounting services;

• other services requiring professional licensure.

CCFE deliverables are not signed or sealed construction design documents.

CCFE has no responsibility for:

• construction means or methods;

• sequencing;

• site supervision;

• workplace safety;

• field quality control;

• installation workmanship;

• site logistics;

• concealed conditions;

• substrate suitability;

• moisture conditions;

• environmental conditions;

• contractor performance;

• installer performance;

• supplier performance;

• manufacturer performance.

CCFE may use proprietary software, private artificial-intelligence systems, internally controlled technology, enterprise technology, algorithms, automation, machine-assisted review, and internal databases in performing Services.

CCFE DOES NOT USE PUBLICLY ACCESSIBLE ARTIFICIAL-INTELLIGENCE SYSTEMS TO PROCESS CLIENT PROJECT DOCUMENTS OR CONFIDENTIAL CLIENT PROJECT INFORMATION.

Client confidential project documents are not knowingly submitted by CCFE to publicly accessible generative-AI systems for analysis, processing, or public model training.

Technology assists CCFE’s work but does not convert any estimate, report, analysis, or other deliverable into a guarantee.

Client may not:

• reverse engineer CCFE technology;

• obtain or reproduce proprietary prompts;

• obtain internal system instructions;

• reproduce proprietary workflows or decision logic;

• circumvent access controls;

• perform unauthorized security testing;

• scrape CCFE systems;

• automatically harvest CCFE data;

• use CCFE output to develop or train a competing system;

• attempt to access another client’s information;

• reproduce CCFE proprietary systems or methodologies.

Client represents that it has the legal right to provide all documents, files, and information submitted to CCFE.

Client grants CCFE a limited right to access, reproduce, process, analyze, transmit, and store those materials as reasonably necessary to:

• perform Services;

• maintain records;

• perform quality control;

• comply with legal or insurance obligations;

• operate and improve CCFE’s internal systems as permitted by these terms.

Unless CCFE expressly agrees otherwise in writing, Client shall not provide:

• classified information;

• Controlled Unclassified Information requiring specialized handling;

• ITAR-controlled information;

• export-controlled data requiring specialized systems;

• protected health information;

• payment-card information;

• Social Security numbers;

• passwords;

• authentication credentials;

• other specially regulated information unnecessary for the Services.

CCFE does not knowingly sell Client confidential project documents.

CCFE does not knowingly authorize Client confidential project documents to be used to train publicly available general-purpose AI models.

CCFE may use de-identified, anonymized, or aggregated information that does not reasonably identify Client, the project owner, the confidential project, or confidential Client information for:

• internal research;

• benchmarking;

• quality assurance;

• workflow improvement;

• estimator training;

• analytics;

• development and improvement of CCFE proprietary technology.

Each party shall use commercially reasonable measures to protect confidential information received from the other party.

Confidential information does not include information that:

• was lawfully known before disclosure;

• becomes public without breach;

• is lawfully obtained from an unrestricted third party;

• is independently developed without use of the confidential information;

• must be disclosed by law, subpoena, court order, or governmental requirement.

CCFE uses commercially reasonable safeguards appropriate to the nature of its Services.

No internet-connected, cloud-based, or electronic system can be guaranteed completely secure or continuously available.

Client is responsible for security of Client-controlled:

• accounts;

• passwords;

• credentials;

• devices;

• networks;

• authorized users.

CCFE retains ownership of all preexisting and independently developed:

• software;

• algorithms;

• systems;

• prompts;

• applications;

• databases;

• templates;

• report structures;

• estimating methods;

• workflows;

• research methodologies;

• scoring systems;

• dashboards;

• checklists;

• internal standards;

• training materials;

• quality-control processes;

• proprietary technology.

Payment for Services does not transfer ownership of CCFE’s underlying intellectual property.

After full payment, Client receives a limited, nonexclusive right to use the final deliverable for the specific project and purpose for which it was prepared.

Client may share a final deliverable with project participants where reasonably necessary for that project, subject to the reliance restrictions contained in these terms.

Client may not resell, commercialize, license, reverse engineer, or use CCFE deliverables or methodologies to create a competing service without written authorization.

Unless specifically included in writing, Client is not entitled to:

• RFMS Measure working files;

• native production files;

• internal databases;

• prompts;

• AI outputs;

• internal review notes;

• quality-control records;

• working calculations;

• internal correspondence;

• source code;

• proprietary research;

• automation logic.

CCFE SERVICES AND DELIVERABLES ARE PREPARED SOLELY FOR THE NAMED CLIENT AND THE SPECIFIC PROJECT AND PURPOSE IDENTIFIED.

No third party is an intended beneficiary.

No owner, general contractor, architect, engineer, consultant, subcontractor, supplier, lender, surety, insurer, attorney, investor, or other party may rely upon a CCFE deliverable merely because Client supplies the deliverable to that party.

Client may not represent that any third party is authorized to rely upon CCFE without CCFE’s express written consent.

Any no-reliance language appearing on a CCFE deliverable shall not be removed.

CCFE may include the following or substantially similar notice on its estimates, reports, exhibits, and other deliverables:

Prepared exclusively for the named CCFE Client and the identified Project.  No third party is authorized to rely upon this Deliverable.  This Deliverable must be read together with all assumptions, qualifications, exclusions, and unresolved conditions applicable to it.  Use is subject to the CDPC Partners, LLC Terms and Conditions of Services.

CCFE does not assume Client’s obligations under any:

• bid;

• prime contract;

• subcontract;

• purchase order;

• warranty;

• performance bond;

• payment bond;

• schedule;

• indemnification provision;

• insurance requirement;

• liquidated-damages provision;

• flow-down requirement;

• other third-party agreement.

CCFE’s liability shall not be measured by obligations Client independently agrees to assume from another party.

CCFE shall perform its Services using the degree of care and skill ordinarily exercised by businesses performing comparable commercial estimating, pre-construction intelligence, and document-analysis services under similar circumstances.

No higher standard of care is created by the value of the underlying project, Client’s contract, an owner’s requirements, or another party’s agreement.

Except for the Standard of Care stated above, Services and deliverables are provided without additional express or implied warranties.

To the maximum extent permitted by law, CCFE disclaims warranties concerning:

• merchantability;

• fitness for a particular purpose;

• completeness;

• bid success;

• project award;

• profitability;

• uninterrupted technology;

• third-party information accuracy;

• complete detection of document discrepancies;

• compatibility with Client systems.

PAYMENT IN FULL IS REQUIRED BEFORE CCFE BEGINS SERVICES UNLESS AN AUTHORIZED REPRESENTATIVE OF CDPC PARTNERS, LLC EXPRESSLY AGREES OTHERWISE IN WRITING.

CCFE does not extend credit by default.

Receipt of project documents, creation of a project record, discussion of a deadline, issuance of an invoice, or other administrative activity does not require CCFE to begin work before payment.

A project is released for production only after CCFE receives:

1. 1.

   required payment;

2. 2.

   sufficient project information to begin Services.

Client’s payment obligation is not contingent upon: Client winning the bid; Client receiving a contract; Client receiving payment from another party; project commencement; project completion; Client profitability; or Client’s use of the deliverable.

No retainage, pay-if-paid, pay-when-paid, or similar payment condition applies unless CCFE expressly agrees in writing.

Additional Services may include:

• revised drawings;

• addenda;

• redesign;

• expanded scope;

• accelerated service;

• multiple bid packages;

• rebidding;

• requested revisions not resulting from a CCFE correction;

• additional contract review;

• additional product research;

• additional reports;

• additional deliverable formats.

CCFE may require additional payment before beginning Additional Services.

Client may cancel Services in writing.

Where cancellation occurs after substantive work begins, CCFE may retain amounts reasonably attributable to:

• work performed;

• committed production capacity;

• authorized expenses;

• noncancelable commitments.

Completed Services are nonrefundable except as expressly agreed in writing or required by law.

Before asserting a claim arising from an alleged CCFE error or omission, Client shall provide CCFE with:

1. 1.

   prompt written notice;

2. 2.

   identification of the alleged issue;

3. 3.

   relevant project documents;

4. 4.

   a reasonable opportunity to investigate and, where commercially meaningful, correct or supplement the affected work.

Client shall take commercially reasonable steps to mitigate any alleged loss.

CCFE’s fee bears no relationship to the overall construction value of the project.

CCFE does not accept liability proportionate to:

• total construction value;

• Client’s bid amount;

• Client’s contract value;

• total flooring value;

• material value;

• anticipated profit;

• bonding capacity;

• insurance limits;

• downstream contractual exposure.

Client acknowledges that CCFE’s compensation would be materially different if CCFE were required to assume exposure proportionate to the total value of the construction project.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS BETWEEN CLIENT AND CCFE, CCFE SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES.

Excluded damages include, without limitation:

• lost profits;

• lost revenue;

• lost business;

• loss of a bid;

• loss of a contract award;

• loss of business opportunity;

• loss of goodwill;

• reputational damage;

• business interruption;

• loss of use;

• financing costs;

• delay damages;

• liquidated damages imposed by third parties;

• owner or general-contractor backcharges;

• acceleration costs;

• extended general conditions;

• loss of productivity;

• procurement escalation;

• damages resulting from contractual obligations Client voluntarily assumed to third parties.

This exclusion applies regardless of whether a claim is alleged as contract, negligence, professional negligence, negligent misrepresentation, warranty, statute, tort, or another legal theory, except where prohibited by law.

AS BETWEEN CLIENT AND CCFE, AND SOLELY WITH RESPECT TO CLAIMS ASSERTED BY CLIENT OR A PERSON OR ENTITY CLAIMING THROUGH CLIENT AGAINST CCFE, THE TOTAL AGGREGATE LIABILITY OF CDPC PARTNERS, LLC, ITS OWNERS, OFFICERS, EMPLOYEES, AND CONTRACTORS ARISING OUT OF OR RELATING TO THE SPECIFIC PROJECT, ESTIMATE, SERVICE, OR DELIVERABLE SHALL NOT EXCEED THE TOTAL AMOUNT CHARGED BY CCFE TO ESTIMATE THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

If the Service giving rise to the claim does not involve estimating, the maximum liability shall not exceed the total amount charged by CCFE for that specific Service.

This limitation applies collectively to all Client claims arising from the same project.

The liability cap is aggregate and not: per claim; per alleged error; per occurrence; per deliverable; per claimant; or per legal theory.

Multiple claims do not multiply the liability cap.

The limitation applies regardless of: project construction value; Client’s bid value; Client’s contract value; alleged omission value; insurance limits; claimed lost profit; or the number of allegations asserted.

The existence of insurance does not increase CCFE’s contractual liability.

This limitation does not apply to fraud, intentional misconduct, or other liability that applicable law prohibits from being limited.

The project-specific limitation of liability governs direct claims between Client and CCFE.

It is not intended to require Client to indemnify, reimburse, insure, defend, or hold CCFE harmless for CCFE’s liability to members of the public or other third parties where such transfer is prohibited by applicable law.

Nothing in these terms requires Client to assume liability for bodily injury, death, or property damage caused by CCFE’s sole negligence where such transfer is prohibited by law.

These terms shall not be interpreted to circumvent any applicable construction anti-indemnity law.

Client may request a higher contractual liability limit before CCFE begins Services.

Any higher limit:

• must be expressly accepted in writing by an authorized representative of CDPC Partners, LLC;

• may require additional compensation;

• may require insurer approval;

• applies only to the specific project identified.

Absent such written agreement, the liability limitation stated above applies.

To the maximum extent permitted by law, Client shall indemnify CCFE against third-party claims only to the extent caused by:

• Client’s unauthorized modification of a CCFE deliverable;

• Client’s unauthorized reuse of a deliverable;

• Client’s use of a deliverable on an unrelated project;

• Client’s violation of third-party intellectual-property, confidentiality, privacy, or data rights;

• Client’s construction means or methods;

• Client’s installation activities;

• Client’s independent negligence or wrongful conduct;

• Client’s unauthorized representation that a third party may rely upon CCFE.

Client shall have no obligation to indemnify CCFE for CCFE’s sole negligence or other conduct for which indemnification is prohibited by applicable law.

CCFE does not agree to defend, indemnify, insure, or hold Client or another party harmless unless that obligation is expressly accepted in a separate written agreement signed by an authorized representative of CDPC Partners, LLC.

No such obligation arises from a purchase order, portal, subcontract, prime contract, or other flow-down document.

Any certificate of insurance provided by CCFE is informational only.

A certificate does not:

• modify these terms;

• increase CCFE’s contractual liability;

• waive the liability cap;

• create contractual indemnity;

• automatically create additional insured status;

• waive policy exclusions;

• establish that insurance limits equal contractual liability.

EXCEPT FOR CLAIMS THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO CONTRACTUALLY LIMIT, NO CLIENT CLAIM, LAWSUIT, ARBITRATION, ACTION, OR OTHER PROCEEDING ARISING FROM OR RELATING TO A PROJECT, ESTIMATE, DELIVERABLE, OR SERVICE MAY BE COMMENCED MORE THAN ONE YEAR AFTER CCFE’S FINAL DELIVERY OF THE SPECIFIC SERVICE OR DELIVERABLE GIVING RISE TO THE CLAIM.

This limitation applies regardless of whether the claim is alleged as:

• contract;

• tort;

• negligence;

• professional negligence;

• negligent misrepresentation;

• warranty;

• statute;

• restitution;

• indemnity;

• another legal or equitable theory.

To the maximum extent permitted by law, this one-year period replaces any longer limitation period that might otherwise apply.

Before commencing arbitration, the complaining party shall provide written notice identifying:

• the project;

• the dispute;

• the factual basis;

• the contractual basis;

• the relief requested;

• the amount claimed, if reasonably known.

Senior representatives of the parties shall attempt in good faith to resolve the matter.

Either party may propose nonbinding mediation.

Except for: collection of amounts lawfully owed to CCFE; temporary or emergency injunctive relief; protection of confidential information; protection of intellectual property; unauthorized access to CCFE systems; or claims that applicable law does not permit to be arbitrated,

ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, A PROJECT, AN ESTIMATE, A DELIVERABLE, OR THE PARTIES’ BUSINESS RELATIONSHIP SHALL BE RESOLVED BY BINDING ARBITRATION.

Arbitration shall:

• be administered under the American Arbitration Association Commercial Arbitration Rules;

• be heard by one neutral arbitrator;

• be seated in Jackson County, Georgia unless the parties agree otherwise;

• permit remote hearings where appropriate;

• proceed on an individual basis and not as a class, collective, representative, or mass action;

• remain confidential to the extent reasonably permitted by law;

• result in a written, reasoned award.

The arbitrator shall enforce the valid contractual limitations, exclusions, damage waivers, and risk allocations contained in these terms.

The Federal Arbitration Act shall govern the arbitration agreement to the extent applicable, supplemented by Georgia law where not preempted.

BY ACCEPTING THESE TERMS, CLIENT ACKNOWLEDGES THAT ARBITRABLE DISPUTES WILL BE DECIDED BY AN ARBITRATOR RATHER THAN BY A JUDGE OR JURY IN COURT.

These terms and all CCFE engagements are governed by the laws of the State of Georgia, without regard to conflict-of-law principles that would require application of another jurisdiction’s laws.

For matters properly heard in court rather than arbitration, Client consents to personal jurisdiction in Georgia.

To the maximum extent permitted by law, venue shall lie in the appropriate court having jurisdiction over Jackson County, Georgia, or the applicable federal court serving Jackson County, Georgia.

CCFE is not responsible for delay or inability to perform caused by circumstances beyond its reasonable control, including:

• severe weather;

• natural disaster;

• fire;

• war;

• terrorism;

• civil disturbance;

• governmental action;

• epidemic;

• labor disruption;

• utility failure;

• telecommunications failure;

• cloud-provider outage;

• cyberattack;

• widespread software failure;

• transportation interruption;

• delayed Client information.

Affected completion dates shall be reasonably extended.

CCFE is an independent contractor.

Nothing creates a partnership, joint venture, fiduciary relationship, agency, employment relationship, architect relationship, engineer relationship, construction-manager relationship, contractor relationship, or subcontractor relationship unless expressly established in a separate written agreement.

The relationship between CCFE and Client is contractual and commercial.

CCFE does not act as Client’s fiduciary, trustee, agent, or legal advisor.

Client may not assign these terms, a project, a deliverable license, or a claim against CCFE without CCFE’s written consent, except where assignment cannot lawfully be restricted.

Client is responsible for maintaining its own original project documents and final CCFE deliverables.

CCFE is not Client’s permanent document repository.

CCFE may retain, archive, or destroy records in accordance with its internal policies, legal requirements, insurance requirements, cybersecurity requirements, and ordinary business practices.

If CCFE is required to respond to a subpoena, deposition, document request, discovery request, audit, investigation, or other third-party proceeding relating to Client’s project, and that proceeding does not arise from alleged wrongful conduct by CCFE, Client shall reimburse CCFE for reasonable time, professional fees, attorneys’ fees, copying costs, electronic discovery expenses, travel, and other response costs.

Each party is responsible for complying with laws applicable to its own operations.

Client shall not use CCFE Services, technology, systems, or deliverables for unlawful, fraudulent, deceptive, infringing, abusive, or unauthorized purposes.

Failure to enforce a contractual right does not waive that right.

Waiver of one breach does not waive another.

No waiver is effective unless made in writing by an authorized representative of the party granting it.

If any provision of these terms is determined to be invalid, illegal, or unenforceable:

1. 1.

   the provision shall be enforced to the maximum extent permitted by law;

2. 2.

   where permitted, it shall be modified only to the minimum extent necessary to make it enforceable;

3. 3.

   the remaining provisions shall remain effective.

The limitation of damages, limitation of liability, arbitration, indemnification, and contractual claim-period provisions are intended to be independently severable.

Provisions relating to:

• payment;

• confidentiality;

• intellectual property;

• data use;

• restricted technology use;

• third-party reliance;

• indemnification;

• limitation of damages;

• limitation of liability;

• claim periods;

• arbitration;

• governing law;

• record retention

survive completion, cancellation, or termination of Services.

No project-specific amendment, expansion of liability, waiver, indemnity obligation, additional insured requirement, or modification of these terms is binding unless expressly accepted in writing by an authorized representative of CDPC Partners, LLC.

Client consents to electronic contracting.

Electronic signatures, electronic approvals, online acceptance, email authorization, and payment records may have the same contractual effect as paper records and handwritten signatures to the extent permitted by law.

By accepting Services, Client acknowledges that:

• Client is acting for commercial or business purposes;

• Client has had an opportunity to review these terms;

• Client may obtain independent legal advice;

• CCFE’s Services are estimating, analytical, advisory, and document-driven;

• Client retains responsibility for its final bid, pricing, procurement, contract, and construction decisions;

• the value of the underlying construction project may substantially exceed CCFE’s fee;

• CCFE’s pricing is based upon the limitations and allocation of responsibility contained in these terms;

• CCFE would charge materially different fees if required to assume liability proportional to the overall construction value;

• Client’s authorization or payment for Services constitutes acceptance of these terms.

Client specifically acknowledges and accepts the provisions concerning:

• Final Bid Responsibility;

• No Third-Party Reliance;

• Exclusion of Consequential and Special Damages;

• Project-Specific Limitation of Liability;

• Option to Request a Higher Liability Limit;

• Contractual Claim Period;

• Binding Arbitration.

These provisions are material to CCFE’s pricing and willingness to provide Services.

The applicable proposal, project authorization, Statement of Work, these Terms and Conditions, and any properly executed written amendment constitute the entire agreement regarding the applicable Services.

Prior conversations, marketing materials, demonstrations, presentations, verbal statements, website descriptions, and informal correspondence do not create obligations inconsistent with the final agreement.