The following terms and conditions represent a binding contract between Top Corner Appraisal and the client.

1. BUSINESS RELATIONSHIP

The work of Top Corner Appraisal in this assignment is as an independent contractor and not as an employee, partner, principal, or agent of you or your organization. Our compensation is not contingent on providing a pre-determined value.

2. SERVICES/GENERAL SCOPE OF WORK TO BE RENDERED

A. Assignment/Appraisal Purpose: To develop and report an opinion of value for the subject property for the stated intended use and intended user(s). The appraiser will be appraising the real estate only, no analysis will be done in relation to potential partial interests, business value, FF&E, water rights, mineral rights or personal property items, unless otherwise indicated on the quote. The scope of research and valuation method(s) utilized will be focused on solving the appraisal purpose which is a result of the intended use of the appraisal.

B. Approaches to Value: The appraiser will select the most appropriate valuation method or methods after the property inspection, based on the applicability of each approach and/or the availability of data.

C. Exclusions: The scope of work does not include a feasibility study or similar level of market analysis, unless otherwise indicated in the quote. The scope of work does not include any additional valuation scenarios, property interests or value types.

D. Completion: Both Parties agree that services to be provided by Top Corner Appraisal will be considered fully rendered upon electronic submission of Appraisal Report or other deliverable service by Top Corner Appraisal to Client, unless property information, property access or the Appraisal Fee is not received in which case the Top Corner Appraisal is under no obligation for any work product. In the event of any litigation or additional consultation, the terms of this agreement shall be extended to cover the full period of any litigation or additional services to be rendered.

E. Non-Guarantee: You understand that we do not guarantee the results of any analysis which we may undertake, but only agree that any report or analysis shall represent our professional opinion. We will attempt to obtain and compile our data from several sources, when available, but we cannot guarantee its accuracy or completeness.

F. Inspection Limitations: The appraiser is not performing a certified property inspection or inspection analysis to a level of detail that they will verify if all systems and building components are adequately functioning. An 'inspection' made for appraisal purposes is in no way equivalent to an ‘inspection' made by a property inspector that will produce a report detailing the condition of the property, including any structural, environmental, or MEP adversities.

The appraiser only looks topically at the building and site and does not test anything. Please also note all extraordinary assumptions and hypothetical conditions related to the valuation analysis.

3. GENERAL ASSIGNMENT CONDITIONS

A. Expected Delivery Date & Turn-Around Time - The “Expected Delivery Date” and "Turn-Around Time" above assumes that the Client signs this agreement or elects to move forward in a timely manner. Top Corner Appraisal will not turn down other, new business opportunities that would conflict with the above expected delivery until this contract is signed. If Client signs the contract after a timely manner and another project conflicts with the above expected delivery date, the new expected delivery date will be the next earliest delivery date available by Top Corner Appraisal. If Top Corner Appraisal is unable to obtain necessary information to complete the assignment because of any reason, or the analysis takes longer than expected, or is unable to inspect the property within a reasonable time frame, as determined by Top Corner Appraisal, the expected delivery date may be pushed back.

B. Report Delivery and Electronic File - The report shall be delivered to the Client via PDF format, via e-mail. We do not provide hard copies.

C. Appraisal Fee - The appraisal fee is outlined above and is in US dollars. If the assignment is related to a service that does not include an Appraisal, the fee for the service may still be referred to as an Appraisal Fee within this agreement.

D. Payment - Full payment is due upon accepting this proposal unless otherwise agreed upon between the client and the appraiser. In the event of a bounced check, client shall be responsible for a one-time processing fee of $100. In the event of late payment, client agrees to pay late fees of $50 per day, or maximum interest allowable by law for every day in which the fee is past due, on top of any collection, representation, court costs, mediation costs, and/or similar fees associated with collecting payment, in addition to all time spent by Top Corner Appraisal collecting payment, payable at $200 per hour. The appraisal may not be released until payment is made in full and the check or payment is fully cleared. Top Corner Appraisal is in no way responsible for any payment system, banking or other payment delays or errors that may occur. If the appraisal is delayed due to payment not being made, being late, being made normally but still not cleared, or otherwise due to some sort of payment processing issue, delivery of the appraisal may be pushed back until after the Appraisal Fee is fully cleared, at Top Corner Appraisal's sole discretion, with no penalty or breach of contract.

E. Scope of Work Changes: In the event of a material change in scope of work which results from the Client not informing the Appraiser of relevant assignment or Property facts before signing this Agreement, which would require additional analysis, research, or time to complete the assignment, or if the property is found to be different than originally expected, Top Corner Appraisal may require additional compensation or elect to withdraw or void the appraisal. The amount of additional compensation will be mutually agreed upon. If mutual agreement cannot be reached, the appraiser is under no obligation to render additional services.

4. LIMITING CONDITIONS, DISPUTES, COURT APPEARANCES, and AGREEMENT

A. Entire Agreement: This Agreement contains the entire agreement among the parties concerning its subject matter, and it replaces all prior agreements among them, whether written or oral, concerning this subject matter.

B. Jurisdiction: Any and all legal matters to be resolved between the Client and Top Corner Appraisal or Appraiser will be held in Boulder County District Court. If Appraiser or Top Corner Appraisal is required to appear in any court not considered part of Boulder County District Court, Client agrees to pay all travel costs, including accommodations and hourly wages to travel there.

C. Modification: This Agreement may be modified from time to time as necessary, via mutual agreement by both Parties. Any modification must be written and signed by both parties.

D. Requested and/or Required Information: All requested or pertinent information regarding the subject property and/or assignment shall be provided to Top Corner Appraisal prior to the inspection and no later than 24 hours after the property inspection date. If a delay is expected, please notify Top Corner Appraisal. The Appraiser may request additional information throughout the appraisal process, in which time is of the essence. Additional fees may apply or the Appraisal may be voided by Top Corner Appraisal if information is not provided in a timely manner, as determined by Top Corner Appraisal. If the Appraisal is made based on one or more assumptions that are not materially accurate due to the lack of documentation or information provided to Top Corner Appraisal about the property or assignment, Top Corner Appraisal has exclusive authority to invalidate or void the Appraisal with no refund, require additional fees to re-do the appraisal which could be as much as the original Appraisal Fee or more, withdraw from the assignment with no further work or work product and no refund, or chose any option that Top Corner Appraisal sees fit. All of which will be determined exclusively by Top Corner Appraisal and could result in delays with your Expected Delivery Date and/or additional fees and/or the Appraiser withdrawing from the assignment with no refund. It is the Client's responsibility to provide as much information as possible about the property and assignment, prior to the appraisal being started.

If any material information is not provided, is missing, is materially incorrect, purposely held back, knowingly incorrect, not available, etc., as determined solely by Top Corner Appraisal, Top Corner Appraisal reserves all rights to withdraw from the assignment with no refund, void any appraisal(s) provided with no refund, request additional fees to re-do or complete the assignment, or select any option they see fit.

E. Election of Terms: Appraiser, Top Corner Appraisal and Client agree that they each have been free to negotiate different terms than stated within, or contract with other parties. Agreement with all terms and conditions herein has been voluntary.

F. Mutual Limitation of Liability: Top Corner Appraisal, Appraiser and Client agree that the following mutual limitation of liability is agreed to in consideration of the fees to be charged and the nature of Top Corner Appraisal and Appraiser’s services under this agreement. Top Corner Appraisal, Appraiser and Client agree that to the fullest extent permitted by applicable law, each party’s and its Personnel’s maximum aggregate and joint liability to the other party for claims and causes of action relating to this Agreement, or to Appraisals or other services under this Agreement shall be limited to the total fees and costs charged by the Top Corner Appraisal and/or Appraiser for the services that are the subject of the claim(s), or cause(s) of action. This limitation of liability extends to all types of claims or causes of action, whether in breach of contract or tort, including without limitation, claims/causes of action for negligence, professional negligence, or negligent misrepresentation on the part of either party or its Personnel, but excluding claims/causes of action for intentionally fraudulent conduct, criminal conduct, or intentionally caused injury. The Personnel of each party are intended third-party beneficiaries of this limitation of liability. “Personnel”, as used in this paragraph, means the respective party’s staff, employees, contractors, members, partners and shareholders.

Top Corner Appraisal, Appraiser and Client agree that they each have been free to negotiate different terms than stated above or contract with other parties. Appraiser and/or Top Corner Appraisal's maximum liability shall not exceed the amount of the Appraisal Fee or total fee for services rendered.

G. Waiver of Claim(s) to Personal and/or Business Assets: Client agrees to waive their right, claim, and/or any similar judgement related to any personal or business assets or property owned in full, part, or leased by Top Corner Appraisal, Appraiser, or any employee or subcontractor working on the assignment. Under no circumstances shall any personal and/or business assets of Top Corner Appraisal, Appraiser and Client be subject to seizure, garnishment, judgment, claim or any other taking for any reason.

H. Data Limiting Conditions: Client acknowledges and accepts that the Appraiser and/or Top Corner Appraisal may be required to rely heavily on information and data, including, but not limited to, the subject property, comparable properties, neighborhood trends, market trends, financing arrangements, legal status’, environmental status’, structural integrity, and more, in which the Appraiser may not be able to verify firsthand.

Client releases Appraiser and/or Top Corner Appraisal from any liability stemming from the receipt of inaccurate data.

I. Additional Limiting Conditions and Assumptions: Client further agrees that Additional Limiting Conditions and Assumptions specific to the Assignment that will be noted in the Appraisal Report.

J. Appraisal Assumptions and Effect on Value: Due to the nature of value, the Appraiser and Top Corner Appraisal will be required to make a substantial amount of assumptions regarding the subject and other data including, but not limited to, the comparable properties. If any material assumption is found to be false, the results of the Assignment may be affected.

K. Intended Use/Intended User: The report cannot be used or relied on by any other party not named as an intended user in this contract, without the permission of Top Corner Appraisal.

The Appraisal cannot be used for any use not named here specifically as an intended use, unless authorized by Top Corner Appraisal. In the event that the appraisal is relied on by another party not named as an intended user, or for a use other than the stated intended use, no certification of value is provided, unless the Appraiser and Top Corner Appraisal consent to such use.

L. Incomplete or False Information: In the event that incomplete, misleading, or false information is identified, Appraiser or Top Corner Appraisal reserves sole discretion to reanalyze opinions and provide an updated Opinion of Value, or void the appraisal and withdraw from the assignment. In this case, Client agrees to compensate Appraiser or Appraisal Firm for all additional time spent. Client agrees that the Appraiser or Top Corner Appraisal are not liable for any inaccurate determination of value stemming from the Appraiser’s receipt of incomplete, misleading, or false information.

M. Litigation/Disputes: The Appraisal resulting from this Agreement cannot be used for any litigation or dispute related to the property that is not related to the Intended Use above, unless Top Corner Appraisal and Appraiser are notified beforehand, in writing, prior to signing this agreement, or, the Appraisal Firm consents to such use.

N. Acceptance of Qualifications: By signing this agreement, Client accepts the qualifications of the Top Corner Appraisal as suitable for this assignment.

O. Dispute Resolution: If Client does not pay Top Corner Appraisal in full for services rendered, Top Corner Appraisal reserves the right to pursue litigation against the Client without having to undergo mediation or arbitration. Client agrees to pay Top Corner Appraisal in full for the above services rendered before pursuing the dispute resolution procedures listed below. If any dispute arises among the parties under or relating to this Agreement that the parties cannot resolve voluntarily among themselves, besides non-payment, parties agree to first attempt to resolve the dispute by mediation, which shall be governed by the Commercial Mediation Procedures of the American Arbitration Association (the “AAA”) as in effect on the date of commencement of the mediation, before pursuing another avenue of dispute resolution.

P. Court Appearances: Neither the Appraiser, Appraisal Firm, or its employees, assignees, contractors, or subcontractors working on this Appraisal Report shall be required to appear in court to defend the Appraisal Report, any part of the Appraisal Report or this Agreement. If Appraiser or Top Corner Appraisal agrees to appear in court, or is required to appear in court by any regulatory agency with jurisdiction over this agreement or appraisal, Client agrees to pay Top Corner Appraisal amounts based on the below “Expert Witness and/or Additional Consultation and/or Work Rates” amounts and payment policies, in addition to any and all court related fees, travel expenses and representation of the Appraiser and/or Top Corner Appraisal.

Q. Expert Witness and/or Additional Work: If expert services and/or additional consultation is required, requested, or performed, following submittal of the report, for any reason, the terms of this contract will be extended to cover the duration of any additional work, including, but not limited to, mediation, hearings, trial, similar proceedings, consultation, investigation, and/or any additional work of any type that is required or voluntarily performed by the appraiser. The Client shall be responsible for all travel expenses incurred by the Appraiser.

R. Base Rate: The base hourly rate (“Base Rate”) for any work and/or services performed by the Top Corner Appraisal or Appraiser working on the assignment, that does not fall under “Deposition Rate” or “Testimony/Mediation/Court Appearances Rate”, including, but not limited to, document preparation, and/or general services provided by the Appraiser or Top Corner Appraisal, shall be $250.00 per hour. Base Rate payment is required within 10 days of furnishing the Client with an invoice and is payable via check. If an electronic method is used of preferred, the client agrees to pay the surcharge of 3% on top of the invoiced amount.

S. Deposition Rate: Depositions and appearances and/or testimony or any other similar use are billed at rate of $350.00 per hour for a minimum of 8 hours (“Deposition Rate”) unless otherwise agreed upon by the Appraiser or Top Corner Appraisal and the client. Payment is due via check, within 10 days of invoicing. If an electronic method is used or preferred, the client agrees to pay the surcharge of 3% on top of the invoiced amount or total amount due.

T. Testimony/Mediation/Court Rate: Court appearances, mediation, testimony, or any other similar use are billed at rate at $450.00 per hour for a minimum of 8 hours (“Testimony/Mediation/Court Rate”) unless otherwise agreed upon by the Appraiser or Top Corner Appraisal and the client. Payment is due via check, within 10 days of invoicing. If an electronic method is used or preferred, the client agrees to pay the surcharge of 3% on top of the invoiced amount or total amount due.

U. Retainer Fee- The Appraiser or Top Corner Appraisal may request a Retainer Fee if Additional Work is requested, such as, but not limited to, preparing additional reports, providing additional analyses, preparing a Review Appraisal or rebuttal repot, litigation, deposition, etc. Top Corner Appraisal has exclusive authority to request a retainer and determine the amount of the fee requested. The Appraiser and/or Top Corner Appraisal shall be under no obligation to provide deposition testimony, court testimony or any Additional Work if the requested Retainer Fee is not paid in full prior to the requested work or work date.

V. Misrepresentation of Facts: If Client, Property Contact or any other party purposely provide misleading, false, or materially incorrect information on the property, information which to a reasonable degree was known to be untrue, that cause any part of the appraisal to be based on a faulty assumption, the Appraisal may no longer be valid and Top Corner Appraisal and/or Appraiser reserves the right to update the Appraisal, void or nullify the Appraisal and the Appraisal Results, withdraw from the Assignment with no further action, or do another course of action that Top Corner Appraisal finds reasonable. In any case, there shall be no refund and any additional time spent by the Appraiser will be billable at the “base rate” or another agreed upon rate.

W. Indemnification: Client agrees to indemnify Top Corner Appraisal and/or Appraiser for any liability stemming from this assignment. This includes any and all liability, claim, loss, cost, and expense, whatever kind or nature, which we may incur, or be subject to, as an Appraiser, party, expert witness, witness or participant in connection with any dispute or litigation involving this assignment. If we must bring legal action to enforce this indemnity, you agree to pay all costs of such action, including any sum as the Court may fix as reasonable attorney fees.

X. Review, Complaints and Actions: Client, Intended User(s) and/or any other party that relies on the Appraisal agree to go through official Mediation with the Appraiser and/or Top Corner Appraisal prior to submitting any official or unofficial complaint to any regulatory agency with jurisdiction over the Appraisal, Top Corner Appraisal, or Appraiser, and/or any other online directory, including Google Places, that could potentially cause unbeneficial or otherwise bad or negative exposure to the Appraiser or Top Corner Appraisal. Parties recognize that submitting a complaint to DORA or an online directory is not a permissible or effective method of solving a complaint or similar problem with the Appraisal or Appraiser. Any complaint submitted to DORA or any other regulatory or agency/online directory will cause damages to the Appraiser, regardless of the outcome, including, but not limited to, damaging the reputation of the Appraiser and/or resulting in termination of Top Corner Appraisal or Appraiser’s career. If Client, Intended User(s) or anyone else breaches this provision, Client agrees to compensate the Appraiser for any and all time spent defending the appraisal/submitting data, future lost wages, income, and/or new business relationships as a result of the complaint, any attorney’s fees, or any other financial damages which may result from a formal or informal complaint incurred by Appraiser or Top Corner Appraisal as a result of this Assignment. Client shall be billed at the above work rates for any time spent by the Appraiser or Top Corner Appraisal rectifying a complaint. Client shall also be responsible for any and all liability or action against Top Corner Appraisal, Appraiser or Top Corner Appraisal Employees or Subcontractors resulting from this assignment from any party. This clause supersedes Clause F, “Mutual Limitation of Liability”.

Y. Severability: The provisions of the Agreement are severable and separate, and if one or more provisions or subsections are found voidable or void by statute, arbitration award or rule of law, the remaining provisions shall be severed there from and shall remain in full force and effect.

Z. Breach of Contract: In the event of a breach of contract, the Appraiser and/or Top Corner Appraisal may suffer damages and lost wages. Appraiser and/or Top Corner Appraisal are under no obligation to perform any services if Client or intended users breach this contract. All lost wages resulting from any time spent by the Appraiser or Top Corner Appraisal, for any reason as a result of the breach of contract, will be billable based on the “Expert Witness and/or Additional Consultation and/or Work Rates” schedule and policy.

Damages will be reasonably assessed and valued by the Top Corner Appraisal, and if necessary, assessed based on the opinion of a mediator, judge, or jury.

AA. Daubert Clause: All professional fees incurred as part of this assignment, such as, but not limited to, the Appraisal Fee, Consultation Fees, Expert Fees, etc., remain payable in full even if a Judge, Jury, DORA or any other party determines that Testimony, the Appraisal Report or any other service provided by the Top Corner Appraisal is not valid, not permissible, to be excluded, or otherwise determined as noncompliant.

AB. Mandatory Condition Precedent to Suit: Prior to any suit or claim against Top Corner Appraisal, Appraiser, Assignees, or their Employees or Contractors, all fees and monies owed to Top Corner Appraisal must be paid in full.

AC. Marketing: Top Corner Appraisal may use photographs of the subject property for marketing purposes on their website and/or other online means.

AD. Copyright: The Appraisal and/or all report contents including, but not limited to, the valuation methods, adjustment methods, adjustment calculations, appraisal processes, mathematical equations and/or processes, format, layout, and comparability weighting systems shall remain copyrighted and/or confidential information owned in sole by Top Corner Appraisal. Under no circumstances can the Appraisal be re-used, distributed, duplicated or otherwise infringed upon for financial gain.

Client agrees not to share the contents of the Appraisal with other appraisers, Appraisal Firms or software companies to pursue the duplication or sale of the information and processes used in the Appraisal.

AE. Electronic Signature: "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. By typing your name below, or accepting the terms, or clicking a button, or otherwise electronically signing, this shall constitute a process in which you intend to sign this document. Client agrees not to send, cause to be sent (by another person), or pay the Appraisal Fee until this document is signed. Thus, receipt of the Appraisal Fee shall provide additional authentication of Client’s signature and their intent to sign this document.

AF. Binding Effect: This Agreement shall be binding upon and inure to the benefit or determinant of the Companies and their successors and assigns.

AG. Authority: Parties warrant each has the full authority and power to enter into and perform under this Agreement and to make all representations, warranties, and grants as set forth in this Agreement.

AH. Approval: Electronic signature and/or acceptance of the order represents approval and acceptance of these terms. The electronic signature makes a binding contract.