Terms of Use and Platform Access Agreement

1. Acceptance of Terms

Welcome to Stroft Capital LLC (“Stroft Capital,” “Company,” “we,” “us,” or “our”). These Terms of Use and Platform Access Agreement (“Agreement”) govern your access to and use of the website located at stroftcapital.com (the “Platform”), including all tools, reports, mapping features, data layers, and related services (collectively, the “Services”).

By accessing, browsing, or using the Platform, or by checking the acceptance box during registration, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement and our Privacy Policy. If you do not agree, you must not use the Services.

2. Description of Services

The Platform provides users with access to data-driven tools and resources, including but not limited to:

• Property and parcel mapping tools
• Infrastructure proximity and utility overlays
• Geographic, zoning, and planning-related datasets
• AI-assisted analysis, summaries, and reports
• Development, land, and investment-related insights

The Services may incorporate data from public records, private vendors, third-party providers, automated systems, and artificial intelligence.

Professional services, including custom analysis, consulting, or engineering-grade reports, are not included unless explicitly defined in a separate written agreement.

3. Data Sources and No Reliance

You acknowledge and agree that:

• All data, including mapping layers, infrastructure locations, distances, and reports, are provided for informational and preliminary evaluation purposes only.
• Data may be derived from third-party sources, automated extraction, or AI-generated interpretation.
• The Platform does not guarantee accuracy, completeness, timeliness, or suitability for any specific purpose.

4. User Data and Submissions

You retain ownership of any data you upload (“User Data”). By submitting User Data, you grant Stroft Capital a non-exclusive, worldwide, royalty-free license to use, process, and display such data in connection with providing the Services.

You represent that:

• You have all rights necessary to submit the data
• Your submissions do not violate any laws or third-party rights

5. Platform License and Restrictions

Stroft Capital grants you a limited, revocable, non-transferable, non-exclusive license to use the Platform for internal business or personal use.

You may not:

• Reverse engineer, scrape, or extract data at scale
• Reproduce, resell, or redistribute Platform data
• Use the Platform to build competing products
• Misrepresent or republish Stroft Capital outputs as certified engineering or legal documents
• Circumvent security, permissions, or usage limits

6. Mapping Tools and Infrastructure Analysis Disclaimer

The Platform may include tools that calculate:

• Distance to utilities (water, sewer, electric, fiber, etc.)
• Infrastructure proximity and overlays
• Geographic or shapefile-based insights

You acknowledge that:

• All such outputs are approximate and algorithmically generated
• Mapping inaccuracies, projection errors, and incomplete datasets may exist
• Utility locations shown may be estimated, outdated, or incomplete

Stroft Capital makes no representation that:

• Utilities are accessible, permitted, or serviceable
• Infrastructure has available capacity
• Easements or rights-of-way exist

These tools are intended strictly for high-level screening and not engineering validation.

7. Fees and Payment

Certain features of the Platform may require payment (“Fees”). By providing payment information, you authorize Stroft Capital to charge applicable fees, including recurring subscriptions if applicable.

Late payments may result in:

• Suspension or termination of access
• Additional fees or interest as permitted by law

All fees are non-refundable unless explicitly stated otherwise.

8. Beta Features and Experimental Tools

The Platform may include beta or experimental features. These are provided:

• “As-is”
• Without warranties of any kind
• With potential errors, outages, or incomplete functionality

Use of such features is at your sole risk.

9. Third-Party Services and Data

The Platform may integrate or rely on third-party data providers and services. Stroft Capital:

• Does not control third-party data
• Is not responsible for third-party accuracy or availability
• Does not endorse any third-party content

Your use of such data is at your own risk.

10. Account Responsibility

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity under your account
• Ensuring data entered is accurate and current

You agree to indemnify Stroft Capital for any claims arising from your use of the Platform or submitted data.

11. Confidential Platform Information; Restricted Disclosure

All information, materials, opportunities, property data, diligence materials, client information, maps, studies, financial information, infrastructure information, communications, files, and other content made available through the Stroft Capital platform, Membership Portal, or through a User's account access (collectively, “Platform Information”) shall be deemed confidential and proprietary information of Stroft Capital and/or its applicable clients, partners, licensors, or data providers, regardless of whether specifically marked confidential.

User agrees that it shall not, directly or indirectly:

• (a) disclose, distribute, reproduce, transmit, publish, market, or otherwise share any Platform Information with any third party;
• (b) use any Platform Information for any purpose other than evaluating a potential Transaction through Stroft Capital; or
• (c) contact, solicit, circumvent, or communicate with any property owner, client, broker, consultant, utility provider, counterparty, or other contact identified through the Platform Information except through, or with the prior written or electronic consent of, Stroft Capital.

User further acknowledges and agrees that certain Platform Information may originate from third-party clients, consultants, landowners, developers, brokers, utilities, or other data owners who have provided such information to Stroft Capital subject to separate confidentiality obligations. Accordingly, prior written or electronic authorization from both Stroft Capital and the applicable data owner may be required before any further disclosure, reproduction, dissemination, or external use of such information.

User assumes all responsibility and liability for any unauthorized disclosure, misuse, or dissemination of Platform Information occurring through User's account, whether by User or any third party obtaining access through User's credentials, devices, systems, forwarding, sharing, negligence, or failure to maintain adequate account security.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STROFT CAPITAL SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITY, COSTS, OR EXPENSES ARISING FROM:

• (i) USER'S UNAUTHORIZED DISCLOSURE OR USE OF PLATFORM INFORMATION;
• (ii) THE DISCLOSURE OF INFORMATION BY THIRD PARTIES WHO OBTAIN ACCESS THROUGH USER'S ACCOUNT OR CREDENTIALS; OR
• (iii) ANY RELIANCE ON PLATFORM INFORMATION PROVIDED BY THIRD-PARTY DATA OWNERS, CLIENTS, OR CONTRIBUTORS.

Stroft Capital reserves the right to suspend or terminate access to the platform immediately upon suspected misuse, unauthorized disclosure, circumvention, or breach of this Section, in addition to pursuing all other remedies available at law or in equity.

12. User-Provided Content; Allocation of Responsibility

User acknowledges and agrees that any information, files, documents, maps, studies, infrastructure data, utility information, diligence materials, contact information, or other materials uploaded, submitted, transmitted, or shared through the platform (“User Content”) are provided solely at the direction and responsibility of the uploading User or applicable data provider.

Each User represents and warrants that it possesses all necessary rights, permissions, consents, and authority to upload, disclose, share, and permit use of such User Content through the platform and that such activities do not violate any confidentiality obligation, contractual restriction, law, regulation, or third-party right.

Stroft Capital does not independently verify ownership, accuracy, confidentiality status, or disclosure rights relating to User Content and shall have no duty to investigate whether any User Content may be subject to confidentiality, non-disclosure, trade secret, proprietary, or other usage restrictions.

User understands and agrees that certain User Content may be made accessible to other authorized platform users, consultants, affiliates, clients, financing parties, developers, or transaction participants for purposes related to evaluating potential Transactions, collaborations, investments, or development opportunities.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STROFT CAPITAL SHALL NOT BE LIABLE FOR ANY CLAIM, MISAPPROPRIATION, UNAUTHORIZED USE, DISCLOSURE, LOSS, OR DAMAGE ARISING OUT OF:

• (a) USER CONTENT PROVIDED BY ANY USER OR THIRD PARTY;
• (b) ANY USER'S RELIANCE ON, USE OF, OR DISTRIBUTION OF USER CONTENT;
• (c) THE FAILURE OF A USER TO OBTAIN NECESSARY CONSENTS OR CONFIDENTIALITY PROTECTIONS PRIOR TO UPLOADING INFORMATION; OR
• (d) ANY ACCESS TO USER CONTENT BY AUTHORIZED PLATFORM USERS OR TRANSACTION PARTICIPANTS CONSISTENT WITH THESE TERMS.

Each User expressly releases and agrees to indemnify, defend, and hold harmless Stroft Capital and its affiliates, officers, members, employees, consultants, agents, and partners from and against any claims, liabilities, damages, losses, costs, or expenses arising from such User's uploaded content or misuse of platform information.

13. Intellectual Property

All Platform content, including:

• Software
• Mapping systems
• Reports and visualizations
• Branding and design

are the exclusive property of Stroft Capital or its licensors. No ownership rights are transferred to you.

14. Disclaimer of Warranties

The Platform and all Services are provided “as is” and “as available.”

Stroft Capital disclaims all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Accuracy or reliability of data

We do not guarantee uninterrupted or error-free operation.

15. Limitation of Liability

To the fullest extent permitted by law:

• Stroft Capital shall not be liable for any indirect, incidental, or consequential damages, including lost profits or investment losses
• This includes reliance on mapping data, AI outputs, or incomplete datasets

16. Indemnification

You agree to defend, indemnify, and hold harmless Stroft Capital from any claims arising from:

• Your use of the Platform
• Your reliance on Platform data
• Your violation of this Agreement

17. Modifications to Services

We reserve the right to:

• Modify, suspend, or discontinue any part of the Platform
• Update features, pricing, or functionality

Continued use constitutes acceptance of such changes.

18. Termination

We may suspend or terminate your access at any time for:

• Violation of this Agreement
• Non-payment
• Misuse of the Platform

You may terminate at any time, but no refunds will be issued unless required by law.

19. Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

All disputes shall be resolved in courts located in Bexar County, Texas.

20. Entire Agreement

This Agreement constitutes the entire understanding between you and Stroft Capital regarding use of the Platform and supersedes all prior agreements.

21. Contact Information

For questions regarding these Terms, contact: