SOFTWARE SERVICES LICENSE AGREEMENT

This Agreement sets forth the terms under which Alynea will provide the City with an AI-based permit application review tool ("Tool") to assist permit applicants in assessing compliance with City requirements and to help streamline the permitting process for both the applicants and the City.

The City agrees to:

• Provide Alynea with relevant documents, codes, and regulations necessary to build and maintain the Tool.
• Link the Tool on its website in a manner reasonably accessible to permit applicants.

Alynea will build the Tool based on the City's current permitting requirements. The City is responsible for notifying Alynea of regulatory changes. Alynea may update the Tool periodically to reflect such changes.

All City codes, regulations, and documents shared remain the property of the City. Alynea retains ownership of the Tool and any data generated through its use, subject to its Privacy Policy. The City shall not duplicate, reverse engineer, or use the Tool beyond the scope of this Agreement.

Each party agrees to maintain the confidentiality of any non-public information provided by the other party, using at least reasonable care, and not to disclose such information except as necessary to perform under this Agreement or as required by law.

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party ("Indemnified Party"), including its officers, employees, and agents, from any third-party claims, damages, losses, or liabilities arising out of (i) the Indemnifying Party's breach of this Agreement, or (ii) its gross negligence or willful misconduct.

The Tool is an AI-based informational resource and may contain inaccuracies or errors. It is not a substitute for City review or approval, and applicants remain responsible for compliance with City requirements. The City is advised to conduct its own independent reviews of all applications.

Alynea will provide the Tool at no cost to the City. The City acknowledges that Alynea will charge permit applicants directly for use of the Tool and retains all such revenue.

This Agreement remains in effect unless terminated by either party upon thirty (30) days' written notice. Upon termination, the City shall remove all links to the Tool from its website.

Alynea provides the Tool on an "as-is" and "as-available" basis, with no warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

Neither party shall be liable for indirect, consequential, or special damages. In no event shall either party's total cumulative liability under this Agreement exceed $1,000.

All usage of the Tool is subject to Alynea's Terms of Use and Privacy Policy. The parties reserve the right to enter into a longer form agreement to further document this engagement.

• This Agreement constitutes the entire agreement between the parties regarding the Tool.
• Amendments must be in writing and signed by both parties.
• This Agreement is governed by the laws of the State of California, with venue in Los Angeles County, California.