NOAH INTELLIGENCE INC.

This Flood Risk Scorecards & HydroSim™ Analytics Terms of Service Agreement (the "Agreement") is entered into by and between NOAH Intelligence Inc., an Ontario corporation with its principal place of business at [●] ("NOAH"), and the individual or entity accessing or using the Services ("Client" or "User").

By accessing, purchasing, or using the Services, Client agrees to be legally bound by this Agreement.

1. DEFINITIONS

1.1 "Services" means NOAH's flood risk scorecards, reports, analytics, simulations, models, and data outputs generated using NOAH's proprietary HydroSim™ methodology.

1.2 "HydroSim™" means NOAH's proprietary analytical and simulation methodology that applies historical, synthetic, and modeled extreme weather events to geographic and property-level data.

1.3 "Outputs" means any scores, ratings, maps, reports, tables, simulations, or analytical results produced through the Services.

1.4 "Fees" means the amounts paid by Client to NOAH for the specific Services purchased.

2. SCOPE OF SERVICES

2.1 NOAH shall provide the Services as described in applicable order forms, statements of work, invoices, or online descriptions.

2.2 The Services are provided solely for informational, analytical, and decision-support purposes.

2.3 The Services do not constitute and shall not be construed as:

• Engineering, hydrological, or geotechnical advice
• Insurance, underwriting, actuarial, or claims advice
• Legal, regulatory, or compliance advice
• A guarantee of flood performance, safety, or loss prevention

3. ACKNOWLEDGMENT OF LIMITATIONS

3.1 Client acknowledges that flood risk is inherently uncertain and influenced by variables beyond NOAH's control, including but not limited to climate variability, infrastructure condition, construction quality, maintenance, and human intervention.

3.2 Outputs are based on models, assumptions, third-party data, and historical information that may be incomplete, inaccurate, or subject to change.

3.3 NOAH does not represent or warrant that any modeled or simulated event will occur.

4. CLIENT RESPONSIBILITIES

4.1 Client shall use the Services only for lawful purposes and in accordance with this Agreement.

4.2 Client shall not:

• Represent the Services or Outputs as certified engineering conclusions or regulatory determinations
• Rely on the Services as the sole basis for decisions involving life safety, construction, emergency response, or insurance coverage
• Permit third parties to rely on the Outputs without NOAH's prior written consent

5. INTELLECTUAL PROPERTY

5.1 All right, title, and interest in and to the Services, HydroSim™, Outputs, methodologies, software, models, trademarks, and documentation remain exclusively with NOAH.

5.2 NOAH grants Client a limited, non-exclusive, non-transferable, revocable license to use the Outputs solely for Client's internal purposes.

5.3 No ownership rights are transferred under this Agreement.

6. FEES AND PAYMENT

6.1 Client shall pay all Fees in accordance with applicable invoices or order forms.

6.2 Fees are non-refundable except as expressly agreed in writing.

7. DISCLAIMER OF WARRANTIES

CLIMATEGUARD™ SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.

CLIENT ACKNOWLEDGES AND AGREES THAT:

(a) CLIMATE-RELATED RISKS ARE COMPLEX, DYNAMIC, AND INHERENTLY UNPREDICTABLE, and may evolve in ways not captured by current data, models, or assessments.

(b) ClimateGuard™ assessments rely on modeled assumptions, third-party information, client-provided data, and generalized indicators that may be incomplete, imprecise, or inaccurate.

(c) NOAH MAKES NO REPRESENTATION OR GUARANTEE THAT ANY DATA, SCORES, RATINGS, OR RECOMMENDATIONS ARE ACCURATE OR COMPLETE, or that they reflect actual or future conditions.

(d) ClimateGuard™ does not guarantee loss prevention, risk reduction, insurance outcomes, regulatory compliance, or property performance during extreme events.

(e) Any decisions made or actions taken based on ClimateGuard™ outputs are undertaken entirely at Client's own risk.

8. LIMITATION OF LIABILITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOAH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.

8.2 NOAH SHALL NOT BE LIABLE FOR ANY FLOODING, WATER DAMAGE, PROPERTY DAMAGE, OR RELATED LOSSES, REGARDLESS OF CAUSE.

8.3 TOTAL LIABILITY CAP: IN NO EVENT SHALL NOAH'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NOAH FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless NOAH from any claims, damages, losses, or expenses arising from Client's misuse of the Services or reliance beyond their intended purpose.

10. TERM AND TERMINATION

10.1 This Agreement commences upon first use of the Services and continues until terminated.

10.2 NOAH may suspend or terminate access for breach of this Agreement.

11. GOVERNING LAW

This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the Services.