Terms and Conditions

Permit Rockstar

Service Agreement

This Permit Rockstar Service Agreement (this “Agreement”), effective as of the subscription date by and between Permit Rockstar, Inc., a Delaware corporation (“Permit Rockstar”), and the registered Permit Rockstar user (“Customer”). Permit Rockstar and Customer may be referred to herein together as the “Parties” or individually as a “Party.”

WHEREAS, Permit Rockstar provides access to the Permit Rockstar website platform (“Platform”), through which it provides various building and construction permit management tools and services powered by artificial intelligence (“AI”).

WHEREAS, Customer desires to access the Platform and utilize the Services (as defined below), and Permit Rockstar desires to provide Customer access and use to the same, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.              Services, License, and Related Terms.

(a)            Services. “Services” means the software-as-a-service offering described in Exhibit A attached hereto and herein incorporated by reference, including, without limitation, the Private Private Provider Services (as defined below) and any additional services described in Exhibit B attached hereto and herein incorporated by reference.  Any custom work beyond the scope of the Services described herein shall be agreed to by the Parties in writing in a separate Statement of Work, each of which is incorporated herein by reference, and billed at Permit Rockstar’s then-current rates.

(b)            Provision of Access. Subject to the terms and conditions of this Agreement, Permit Rockstar hereby grants Customer a revocable, non-exclusive, non-transferrable, non-sublicensable right to access the Platform and use the Services during the Term, solely for Customer’s internal business purposes. In connection with such use, Customer shall have the right to designate a certain, limited number of employees and contractors (“Authorized Users”) the ability to use the Services on Customer’s behalf, subject to their compliance with this Agreement, and provided that Customer shall remain liable for any and all actions or omissions of its Authorized Users. The total number of Authorized Users will not exceed the number set forth on Exhibit A and shall only include those users who have a direct need to use the Services.  

(c)            Documentation License. Subject to the terms and conditions of this Agreement, Permit Rockstar hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use Permit Rockstar’s user manuals, handbooks, guides, and any other written materials relating to the Services provided by Permit Rockstar to Customer, either electronically or in hard copy form (collectively, “Documentation”), during the Term, solely for Customer’s internal business purposes in connection with its use of the Services.

(d)            Private Provider Services.

(i)             The Services may include access to certain professional services (“Private Provider Services” or “PPS”), which may involve plan reviews and code inspections (including, but not limited to, building, mechanical, electrical, and plumbing systems). Such services are performed by third-party professionals authorized under Florida Statutes § 553.791 and duly licensed or certified under Chapters 468, 471, or 481, as applicable. These professionals may include licensed engineers, registered architects, or certified building code officials acting within the scope of their licensure or certification.

(ii)            Default Private Provider. Customer acknowledges and agrees that, by default, any Private Provider Services offered through the Platform shall be performed by Permit Rockstar Private Provider LLC, a Florida limited liability company (“PRPP”). However, Permit Rockstar reserves the right, at any time and without prior notice, to designate additional or alternative licensed private providers to perform such services, or to replace PRPP entirely. All such providers shall be authorized in accordance with Florida Statutes § 553.791 and properly licensed or certified under applicable provisions of Chapters 468, 471, or 481, Florida Statutes. Should Customer wish to use a private provider not made available through the Platform, such engagement must be arranged independently and outside the scope of this Agreement.

(ii)(a) PRPP term designation. For purposes of this Agreement, the term “PRPP” shall mean Permit Rockstar Private Provider LLC, a Florida limited liability company, and any successor entity, affiliate, or alternative licensed private provider designated by Permit Rockstar from time to time to perform private provider services through the Platform. The designation “PRPP” may be used throughout this Agreement as a collective or shorthand reference to any such private provider, whether current or subsequently designated, without the need to amend this Agreement, provided that any such provider is duly authorized, licensed, or certified in accordance with applicable Florida law, including Chapters 468, 471, or 481, Florida Statutes, as applicable.

(iii)          Payment Facilitation. Permit Rockstar provides functionality through the Platform to facilitate invoicing, payment processing, and remittance of fees related to both the Private Provider Services and other platform charges. These services are enabled via third-party payment processors selected by Permit Rockstar (collectively, the “Payment Facilitation Services”). All invoicing, collections, chargebacks, and refunds associated with Private Provider Services shall be handled exclusively by Permit Rockstar using the Payment Facilitation Services. Customer agrees that it shall not pay PRPP or any other Private Provider directly for Private Provider Services obtained through the Platform. Permit Rockstar may, in its sole discretion and subject to applicable law:

(A) Charge and collect amounts owed for Private Provider Services and other fees;

(B) Net or offset such amounts across transactions;

(C) Temporarily hold funds in non-escrow, non-fiduciary operating accounts prior to disbursement;

(D) Determine refund eligibility and amounts.

Customer acknowledges that Permit Rockstar is not a bank, escrow agent, or fiduciary, and does not hold funds on behalf of Customer or any third party. All transactions are processed through third-party providers governed by their own terms of service.

(iv)          Role of Permit Rockstar. Permit Rockstar does not provide or perform any Private Provider Services, including, without limitation, any engineering, architectural, inspection, or other professional services, and Permit Rockstar does not and shall not practice, direct supervise, or control any such Private Provider Services. Permit Rockstar is not a municipal building department or governmental authority. All Private Provider Services shall be performed independently by PRPP or any other Private Provider as designated by Permit Rockstar.

(v)            Prohibition on Self-Inspection and Conflicts. In no event shall Customer use the Services to cause a provider, including, without limitation, PRPP, to perform Private Provider Services or any other services on any project in violation of applicable conflicts or self-inspection prohibitions (e.g., a provider inspecting a building designed or constructed by the provider’s firm). Customer is solely responsible for compliance with all such laws, rules, and regulations.

(vi)          Optional Verification Features. From time to time, Permit Rockstar may offer or make available through the Services certain optional verification features (e.g., license look-ups or document collection) related to the Private Provider Services. Such optional verification features are provided for convenience only, and Permit Rockstar’s provision of any such features does not create any duty for Permit Rockstar to continue, warrant accuracy, or assume responsibility or liability for the Private Provider Services.

(vii)         No Endorsement or Warranty of Private Provider Services; Disclaimer. PRPP, or any other Private Provider used to provide Private Provider Services (PPS),   is an independent contractor and is solely responsible for Private Provider Services. Permit Rockstar does not warrant, endorse, or guarantee PRPP’s licensure, qualifications, competence, availability, or the quality, timing, legality, or suitability of any Private Provider Services. Customer is responsible for verifying any licensure or insurance requirements applicable to the Private Provider Services and for providing complete and accurate project information to PRPP. Any disputes concerning Private Provider Services may be administratively coordinated through Permit Rockstar’s support channels; provided, however, that Permit Rockstar is not and shall not be liable for any outcome, deficiency, delay, rejection, stop-work, re-inspection, fines, or damages arising out of or related to the Provider Services. Permit Rockstar makes no representations or warranties, whether express or implied, with respect to any PRIVATE Provider Services, including, without limitation, any warranty of merchantability, fitness for a particular purpose, quality, or non-infringement, and Permit Rockstar disclaims all liability for any Private Provider Serviceshereunder.

(viii)      Release and Covenant Not to Sue. To the maximum extent permitted by law, Customer hereby releases Permit Rockstar, together with its directors, officers, employees, agents, affiliates, and representatives, from any and all claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) of any kiNd or nature, known or unknown, arising out of or in any way connected with the PRIVATE Provider Services, including, without limitation, review of plans or inspection results, code interpretations, permitting or approval outcomes, project delays, stop-work or fines, re-inspection or correction costs, or alleged professional negligence, misconduct, or statutory violations by any provider, including without limitation, PRPP. Customer further covenants not to sue Permit Rockstar on any claim arising from or relating to the PRIVATE Provider Services.

(ix)          Inspection Timing and Compliance with Florida Statutes.
Customer acknowledges and agrees that, pursuant to F.S. §553.791(9), Private Providers are required to notify the applicable municipality about the approximate time and date inspections are performed, and may only report the results of such inspection after the inspection has been completed and within the timeframes prescribed by law. Permit Rockstar will make reasonable efforts to review inspection submissions and provide preliminary results or feedback to Customer within one hour of receipt to assist with job scheduling and workflow management. However, Customer acknowledges that such preliminary results are informational only and are not a legal approval of the inspection until the inspection report has been officially transmitted to and recorded by the relevant municipality.

Customer assumes all risk associated with proceeding with construction or installation activities based on preliminary or same-day inspection results. Permit Rockstar, its affiliates, and any designated Private Providers shall have no liability whatsoever for any costs, damages, penalties, or enforcement actions arising from Customer’s decision to continue work prior to official municipal recording of inspection results.

(e)            Permit Rockstar Data.

(i)             Permit Rockstar owns all right, title, and interest in and to all data it offers or otherwise provides to Customer through the Services (“Permit Rockstar Data”). Permit Rockstar grants to Customer a revocable, non-exclusive, non-transferable, non-sublicensable license to access the Permit Rockstar Data, to view the Permit Rockstar Data, to download and copy limited portions of the Permit Rockstar Data, and to use the Permit Rockstar Data solely for Customer’s internal business purposes in connection with its use of the Services. Customer further acknowledges that Permit Rockstar may actively impose limits on the amount of Permit Rockstar Data accessed and/or downloaded by Customer, at any time and for any reason, in Permit Rockstar’s sole discretion.

(ii)            Customer agrees it shall not distribute, publicly display, publicly perform, or otherwise share the Permit Rockstar Data with any entity outside of Customer’s own business, including, but not limited to, any independent contractor, customer of Customer, or anyone who is not an Authorized User. Customer shall not create derivative works with the Permit Rockstar Data. Customer is also expressly prohibited from selling, trading, or monetizing the Permit Rockstar Data in any way whatsoever.

(iii)          Upon termination of this Agreement for any reason whatsoever, Customer agrees it shall no longer use the Permit Rockstar Data, and it shall delete and destroy any copy(ies) of the Permit Rockstar Data, or otherwise to return its copy(ies) of the Permit Rockstar Data to Permit Rockstar upon Permit Rockstar’s written request. Upon termination of this Agreement for any reason whatsoever, Customer further agrees that it shall certify in writing that it has eliminated all Permit Rockstar Data in its possession and has complied with the terms in this Section.

(iv)           Public Data Disclaimer.                                                                         .                                       

Customer acknowledges that certain Permit Rockstar Data, including but not limited to legal descriptions, property ownership details, and other property-related information, is sourced from publicly available databases, including County Property Appraiser websites and other third-party sources. While Permit Rockstar endeavors to keep this data reasonably current, such information may be cached, aggregated, or retrieved in bulk, and may not reflect real-time updates. Permit Rockstar does not guarantee the accuracy, completeness, or timeliness of any such data. Customer assumes all risk in relying on this data for permit submissions or related activities and agrees that Permit Rockstar shall not be held liable for any errors, omissions, or discrepancies in such data, regardless of source.

(f)             Ownership. Customer acknowledges that Permit Rockstar, and/or any of its affiliates, owns all right, title, and interest in the Platform, Services, and Permit Rockstar Data and in the underlying intellectual property thereof. Nothing in this Agreement shall be construed to grant Customer any rights in the Platform, Services, or Permit Rockstar Data or its underlying intellectual property beyond those expressly provided for herein. Permit Rockstar reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Permit Rockstar’s intellectual property.

(g)            Hosting. Customer acknowledges that the Platform and Services operate on one or more third-party cloud computing platforms and that Permit Rockstar shall have the right to change or add to the cloud computing platforms on which its Platform and Services operate, at any time and in Permit Rockstar’s sole discretion.

2.              Access to and Use of the Platform and Services.

(a)            Personal Data. When using the Services, Customer acknowledges that it shall provide certain personally identifiable information, including without limitation, its name, telephone number(s), e-mail, organization information, and/or street address. If Customer is not an individual, then it shall provide information about its employees, contractors, and other personnel (collectively, “Personal Data”). Personal Data shall also include any personally identifiable information about Customer’s Authorized Users. By providing such Personal Data, Customer acknowledges and agrees that Permit Rockstar may collect, process, store, and otherwise use and hold that Personal Information in accordance with its Privacy Policy (https://permitrockstar.com/privacy-policy/) and the terms in this Agreement.

(b)            Registration and Security. Customer agrees, represents, warrants, and guarantees that all Personal Data it provides is true, accurate, complete, and up-to-date. Customer agrees it shall not impersonate, imitate, or pretend to be somebody else when it provides any information through the Services, including without limitation, any Personal Data. When Customer creates an account to access the Services (“Account”) and subsequently logs in, Customer will be asked to choose a password. Customer shall be responsible for safeguarding and maintaining the confidentiality of its login credentials, and it agrees not to disclose its login credentials to any third party. Customer will be solely responsible for any activities or actions taken under its Account, whether or not it has authorized such activities or actions. Customer must notify Permit Rockstar immediately if  it knows, becomes aware of, or otherwise suspects that any unauthorized person is using its login credentials or Account. Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users of Customer have access to the Services; (ii) that such Authorized Users have been trained in proper use of the Services; and (iii) proper usage of passwords, API keys, tokens and access procedures with respect to logging into and using the Services.

(c)            Suspension.

(i)             Notwithstanding anything to the contrary in this Agreement, Permit Rockstar may temporarily suspend Customer’s, and any Authorized User’s, access to any portion or all of the Services if Permit Rockstar reasonably determines that:

(A)           there is a threat or attack on any of the Services or Permit Rockstar intellectual property;

(B)           Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Services or to any other customer on the Platform or to a vendor of Permit Rockstar;

(C)           Customer or any Authorized User is using the Services for fraudulent or illegal activities;

(D)           subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;

(E)           Permit Rockstar’s provision of the Services to Customer or any Authorized User becomes prohibited by applicable law; or

(F)            any vendor of Permit Rockstar has suspended or terminated Permit Rockstar’s access to or use of any third-party services or products required to enable Customer to access the Services.

(ii)            In accordance with this Section 2(c) (with any such suspension described in subclause (i)(A)-(F), each as a “Service Suspension”), Permit Rockstar shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Permit Rockstar shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Permit Rockstar will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(d)            Limitations on Use. The Services may be used and accessed for lawful purposes only. Customer agrees it shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with its use of the Services and its content, and to maintain a positive sense of decorum in all of its interactions on the Services and it shall avoid profanity, rudeness, insults, scandalous words or actions, or otherwise inappropriate behavior, while using the Services. In addition, without limitation, Customer agrees that it shall not do any of the following while using the Services:

(i)             upload, post, e-mail, or otherwise transmit or submit any content to which Customer does not have the lawful right to copy, transmit, and display (including any content that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the content) or that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right, or right of publicity);

(ii)            upload, post, e-mail, or otherwise transmit or submit harmful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, obscene, indecent, vulgar, lewd, violent, hateful, or otherwise objectionable content or material, or material that is false, inaccurate, or misleading;

(iii)          circumvent, disable, or otherwise interfere with security-related features on the Services or features that prevent or restrict use or copying of any content;

(iv)          sell, resell, encumber, rent, lease, time-share, distribute, transfer, or otherwise use or exploit or make available any of the Services or the underlying content to or for the benefit of any third party (except as specifically contemplated herein);

(v)            attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the Platform;

(vi)          attack the Platform or Services via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Services;

(vii)         transmit or upload any material to the Platform or Services that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;

(viii)       attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

(ix)          use the Services in any way that competes with Permit Rockstar; or

(x)            encourage, collaborate with, or instruct any other person or entity to do any of the foregoing.

(e)            Monitoring. Permit Rockstar reserves the right, in its sole discretion, to audit or otherwise monitor any communication transmitted using the Services. Permit Rockstar further reserves the right at all times to review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or business assessment, and to remove any information posted or otherwise submitted on the Services that Permit Rockstar deems, in its sole discretion, is inappropriate, illegal, or otherwise in violation of the terms of this Agreement. Notwithstanding the foregoing, Permit Rockstar hereby disclaims any obligation to monitor use of the Services or to retain the content on the Services, unless otherwise expressly agreed to by the Parties in writing.

(f)             Prohibition on Fraud, Misrepresentation, and Manipulation of Inspection Materials.

Customer shall not, and shall ensure that its Authorized Users do not, use or attempt to use the Platform, the Services, or any Private Provider Services to engage in any fraudulent, deceptive, misleading, or unlawful conduct. This includes, without limitation:

1.     Submitting, uploading, transmitting, or otherwise providing any false, altered, incomplete, or misleading data, documents, photographs, videos, or live video feeds in connection with any inspection, plan review, or permit application;

2.     Attempting to conceal, alter, or misrepresent the location, condition, scope, or nature of any construction activity or project element subject to review or inspection; or

3.     Engaging in any other conduct that could reasonably be expected to deceive or improperly influence a Private Provider’s professional judgment, or to harm or tarnish the reputation or integrity of Permit Rockstar or any of its designated Private Providers.

Permit Rockstar reserves the right, in its sole discretion and without prior notice, to immediately suspend or terminate any Customer or Authorized User’s access to the Services or Private Provider Services if it reasonably determines that such Customer or Authorized User has engaged in, attempted, or facilitated any such conduct.

Customer further acknowledges and agrees that Permit Rockstar and its Private Providers are not responsible for verifying the authenticity or accuracy of any materials submitted by Customer, and shall have no liability arising from any reliance on fraudulent, altered, or misleading materials provided by Customer or its agents.

Permit Rockstar may, at its discretion, report any suspected fraudulent or unlawful conduct to applicable licensing boards, law enforcement authorities, or other relevant regulatory bodies.

(g)            Equipment and Ancillary Services. Customer shall be solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Customer accounts, Authorized User accounts, and the Equipment.

3.              Customer Responsibilities.

(a)            General. Customer is responsible and liable for all uses of the Services and Documentation, directly or indirectly. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

(b)            Third-Party Products. Customer acknowledges that certain features of the Services may rely on or incorporate third-party technologies, systems, platforms, or services (“Third-Party Products”), which may include but are not limited to document notarization, electronic recording, or data integration services. Permit Rockstar may update, replace, or change such Third-Party Products at any time, in its sole discretion and without notice. Use of any Third-Party Product may be subject to additional terms and conditions between Customer and the applicable third party. Permit Rockstar makes no representations or warranties with respect to any Third-Party Products, and disclaims all liability arising from their use, failure, or availability, including any impact on the performance of the Services. To the extent required by law or the relevant third-party provider, Customer agrees to comply with all applicable third-party terms when accessing or using such functionality.

(c)            Fee Owner authorization requirement: Fee Owner Authorization.
Customer acknowledges that Florida Statute 553.791(2)(a) requires that a contractor may engage a private provider to perform plan review services and/or inspection services only if the contractor has written authorization from the fee owner for the applicable project. Customer agrees that, for each and every project for which Customer engages Permit Rockstar to provide plan review services and/or inspection services, Customer is solely responsible for obtaining and maintaining written authorization from the fee owner expressly authorizing Customer to retain and contract with a private provider for such services. Customer represents, warrants, and certifies that no project will be submitted to Permit Rockstar unless Customer is in possession of the required written fee owner authorization. By submitting any request, application, plans, inspection request, or other project-related information to Permit Rockstar, Customer affirmatively certifies that it has obtained the required written authorization from the fee owner in compliance with Florida Statute 553.791(2)(a). Permit Rockstar shall have no duty to verify the existence, form, or sufficiency of the fee owner authorization and may rely conclusively on Customer’s representations and certifications. Customer shall indemnify and hold harmless Permit Rockstar from any claims, damages, penalties, delays, or enforcement actions arising from Customer’s failure to obtain or maintain the required fee owner authorization.

(d)            Support. Permit Rockstar may, in its sole discretion, make available to Customer certain support, updates, and maintenance to the Services. It may be necessary for Permit Rockstar to perform scheduled or unscheduled repairs, maintenance, or upgrades and such activities may temporarily degrade the quality of the Platform or result in a partial or complete outage of the Services. Permit Rockstar provides no assurance that Customer will receive advance notification of such activities or that the Services will be uninterrupted or error-free. Any degradation or interruption of the Services will not give rise to a refund or credit of any Fees paid by Customer.

(e)            Exclusivity; Customer Commitment; Limited Exception

(i) Commitment. During the Term, Customer commits to use Permit Rockstar as Customer’s exclusive platform and service provider for Customer’s Florida construction permitting workflow needs that are within the scope of the Services, including permit package preparation, submission support, coordination of private provider plan review and inspections (where applicable), notarization and eRecording support, and related administrative permitting services (collectively, “Permitting Needs”).

(ii) Practical Exceptions. Notwithstanding the foregoing, Customer may elect not to use Permit Rockstar for a specific permit or project only if one or more of the following applies:

a)     The applicable authority having jurisdiction requires in-person or proprietary submission methods that are not reasonably supported through the Platform or Services at the time of submission;

b)     An emergency condition exists that reasonably requires immediate filing to protect life, safety, or property, and Permit Rockstar is not reasonably able to support the filing within the necessary timeframe; or

c)     Permit Rockstar confirms in writing (including email) that the requested permit or service is outside the scope of the Services or cannot be supported for that jurisdiction at that time.

(iii) Notice and Good-Faith Coordination. If Customer intends to proceed under an exception above, Customer will provide Permit Rockstar prompt notice when reasonably practicable and will cooperate in good faith to allow Permit Rockstar the opportunity to support the filing where feasible.

(iv) No Punitive Fees; True-Up Only. The Parties agree that Customer’s failure to route an individual permit or project through Permit Rockstar will not result in punitive fees or penalties. However, to the extent Customer received discounted or volume-based pricing under this Agreement that is expressly conditioned on minimum annual purchases, the Parties agree that the applicable pricing true-up, if any, will be handled only as set forth in Exhibit A (for example, adjustment to standard pricing for a subsequent year if minimum volume is not met), and not as a per-project penalty. “Pricing True-Up” means the adjustment described in Exhibit A, where Customer’s failure to purchase the minimum annual package quantity results in the discounted package rate no longer applying for the subsequent contract year, and the standard package rate then applies going forward. No retroactive charges apply

(v) Material Breach Standard. Repeated or intentional circumvention of this Section 3(e) that materially undermines the Parties’ agreed relationship may constitute a material breach, subject to the notice and cure provisions of this Agreement.

(f)             Fees and Payment.

(i)             Fees. Customer shall pay Permit Rockstar the fees (“Fees”) as set forth in Exhibit A without offset or deduction. Customer shall make all payments hereunder in U.S. dollars on or before the due date set forth in Exhibit A. If Customer fails to make any payment when due, without limiting Permit Rockstar’s other rights and remedies: (i) Permit Rockstar may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Permit Rockstar for all costs incurred by Permit Rockstar in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if failure to pay Fees due continues for fifteen (15) days or more beyond the due date, Permit Rockstar may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(ii)            Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Permit Rockstar’s income.

4.              Customer Data.

(a)            Customer Data.

(i)             Ownership of Customer Data. Customer owns all right, title, and interest in all data and information provided by Customer into the Services, including Personal Data (collectively, understood as “Customer Data”). For purposes of clarity, Customer Data does not include Non-Identifiable Aggregated Data (defined below), Usage Data (defined below), or any other data that Permit Rockstar derives from Customer Data. As between Permit Rockstar and Customer, Customer is solely responsible for the content, quality, and accuracy of Customer Data, for securing any necessary approvals for Permit Rockstar’s use of the Customer Data as provided for herein, and for ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations. Customer is solely liable for the accuracy, completeness, and quality of Customer Data.  Furthermore, by providing Customer Data to Permit Rockstar, Customer represents and warrants that Customer has all rights necessary to transmit Customer Data to Permit Rockstar. Permit Rockstar is not responsible for Customer Data transmitted to Permit Rockstar’s Platform or Services, nor is Permit Rockstar responsible for Customer Data once it leaves the Services.

(ii)           Use of Customer Data. Customer grants Permit Rockstar a non-exclusive, worldwide, royalty-free, irrevocable license to use, reproduce, modify, perform, display, distribute, and otherwise process the Customer Data solely for the following purposes:

1.     To operate, maintain, and provide the Services to Customer and its Authorized Users;

2.     To analyze usage trends and user behavior for platform improvement and feature development;

3.     To generate aggregated and anonymized analytics, metrics, and benchmarks, which Permit Rockstar may use for internal business operations, research, or external reports;

4.     To comply with legal obligations, enforce this Agreement, and protect the integrity of the Services;

5.     For other legitimate business purposes that do not involve disclosing identifiable Customer Data to unauthorized third parties.

Permit Rockstar does not sell, rent, lease, or trade Customer Data to any third party, and will not do so without Customer’s prior written consent. However, Permit Rockstar may share Customer Data with third-party subprocessors as necessary to provide the Services, subject to appropriate confidentiality and data protection obligations.

Nothing in this section limits Permit Rockstar’s right to use data derived from Customer Data that is de-identified and aggregated, provided such data cannot reasonably be used to identify Customer or its users

(iii)          Processing of Personal Data. Permit Rockstar is not liable for any acts, omissions, or violations of applicable law related to Personal Data that Permit Rockstar processes at Customer’s direction or on Customer’s behalf, and Customer agrees to indemnify, defend, and hold harmless Permit Rockstar, its licensors and affiliates, and its respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses, including without limitation, reasonable attorneys’ fees and expenses, arising out of such processing.

(b)            Non-Identifiable Aggregated Data. Customer grants Permit Rockstar the right to collect and use anonymized generic information correlated with Customer’s use of the Services and business practices and aggregate it with similar information from other customers (“Non-Identifiable Aggregated Data”) for Permit Rockstar’s business purposes. Customer further agrees that Permit Rockstar may (i) make Non-Identifiable Aggregated Data publicly available in compliance with applicable law, and (ii) fully use Non-Identifiable Aggregated Data to the extent and in the manner permitted under applicable law. Customer agrees that Permit Rockstar owns all right, title, and interest in and to the Non-Identifiable Aggregated Data

(c)            Usage Data. Customer grants Permit Rockstar the right to receive, collect, store, transmit, process, analyze, and use any data or information related to Customer’s use of the Services, including without limitation, information that is submitted directly by Customer to Permit Rockstar, or otherwise entered by Customer into the Services, and/or obtained through Customer’s usage of the Services, and excluding any personally-identifiable Customer Data (collectively, “Usage Data”). Customer agrees that Permit Rockstar owns all right, title, and interest in Usage Data.

5.              Confidentiality.

(i)             Confidential Information. Through the Services, Customer may have access to information that is confidential or proprietary to Permit Rockstar and/or its affiliates. For purposes of this Agreement, “Confidential Information” means the confidential information of Permit Rockstar and/or our affiliates which is disclosed to the Customer in connection with the Services, whether disclosed in written, oral, electronic, visual or other form and whether identified as confidential at the time of disclosure or not, and any information that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation, information regarding Permit Rockstar’s or its affiliates’ business, operations, finances, technologies, current and future products and services, pricing, personnel, customers and suppliers, Permit Rockstar’s services and Permit Rockstar’s intellectual property. Confidential Information excludes information to the extent it can be demonstrated with documentary evidence that such information: (i) is or becomes part of the public domain or otherwise is publicly available through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession prior to the disclosure and was not obtained directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving Party without use of or reference to Permit Rockstar’s Confidential Information.

(b)            Restrictions on Use and Disclosure of Confidential Information. Customer may use Permit Rockstar’s Confidential Information solely as necessary in connection with the Services. Customer shall maintain the confidentiality of Permit Rockstar’s Confidential Information using at least the same degree of care that Customer uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Customer shall restrict disclosure of Permit Rockstar’s Confidential Information to its employees, consultants, contractors, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein; provided, however, that Customer may disclose Permit Rockstar’s Confidential Information if required by law and provided that Customer provides prompt notice of such requirement and disclosure to Permit Rockstar to the extent allowed by law.  Customer shall have the right to disclose Permit Rockstar’s Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that Customer provides prompt, advance written notice thereof to enable Permit Rockstar to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by Permit Rockstar, Customer shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.

(c)            Equitable and Injunctive Relief. If Customer breaches any of its obligations with respect to confidentiality or use or disclosure of Confidential Information hereunder, Permit Rockstar is and shall be entitled to seek equitable and injunctive relief in addition to all other remedies that may be available to protect Permit Rockstar’s interest without having to post a bond or prove irreparable harm.

6.              Term and Termination.

(a)            Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with this Section, will continue in effect for five (5) years (the “Initial Term”). Customer may not terminate this Agreement for convenience during the first twelve (12) months of the Initial Term. Thereafter, beginning with the first anniversary of the Effective Date, Customer may terminate this Agreement for convenience effective as of any anniversary of the Effective Date by providing Permit Rockstar with at least ninety (90) days’ prior written notice of termination. If Customer does not deliver timely notice within the applicable ninety (90) day notice window prior to an anniversary date, this Agreement shall continue in full force and effect until the next anniversary date, and Customer’s right to terminate for convenience shall apply only to that subsequent anniversary.Unless terminated in accordance with this Section or otherwise pursuant to this Agreement’s express provisions, this Agreement shall automatically continue through the remainder of the Initial Term. No automatic renewal terms shall apply unless expressly agreed to by the Parties in writing

(b)            Termination. In addition to any other express termination rights set forth in this Agreement:

(i)             Permit Rockstar may terminate this Agreement, effective upon written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Permit Rockstar’s delivery of written notice thereof;

(ii)            Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii)          Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.              Warranties and Disclaimers; Limitation of Liability.

(a)            No Warranty. The Platform, Services, Permit Rockstar Data, and all information contained thereon or therein is provided on an “as is” and “as available” basis without any warranties of any kind.  Permit Rockstar, together with its directors, officers, employees, contractors, agents, and representatives, hereby disclaim all warranties, express or implied, including the warranties of title, merchantability, and noninfringement of third parties’ rights, along with the warranty of fitness for a particular purpose. Permit Rockstar disclaims all warranties whether arising out of law, statute, course of dealing, trade usage, or any other relationship. Permit Rockstar makes no warranties with regard to the accuracy, reliability, completeness, quality, functionality, timeliness, speed, or accessibility of any information supplied within the Services. Permit Rockstar does not warrant that the Platform and/or Services will be operational, secure, error-free, or virus free.

(b)            Right to Modify the Services and Related Features; Additional Costs for Features. Permit Rockstar reserves the right to modify the Services in its sole discretion without notice.  Customer acknowledges that  Permit Rockstar will not be liable if, for any reason, any part of the Services, or the entire Services, are unavailable for any period of time. Periodically, Permit Rockstar may restrict access to portions of the Services, or the entire Services. Permit Rockstar may make these modifications at any time and for any reason without prior notice. Customer assumes any and all risk for decisions based on information contained within this Services. Likewise, from time to time, Permit Rockstar might make certain features or functions available through the Services. Customer recognizes that Permit Rockstar is not obligated to maintain any particular features or particular functions through the Services, and Permit Rockstar may change, alter, modify, update, suspend, or remove altogether any features or functions from the Services at any time, in Permit Rockstar’s sole and absolute discretion.   Furthermore, Customer acknowledges that certain features or functions may require additional fees or associated costs to access and use. Customer, in its sole discretion, may choose to incur said additional fees and costs, if it so desires to use the associated features and functionality.

(c)            Reliance on Information Posted. The information presented on or through the Services is made available solely for business information purposes. Any reliance Customer places, or decisions Customer makes, on such information is strictly at Customer’s own risk. Permit Rockstar disclaims all liability and responsibility arising from any reliance placed on these Services or related materials by Customer, Customer’s Authorized Users, or any other user of the Services, or by anyone who may be informed of any of its contents.

(d)            Limitation of Liability. To the maximum extent permitted by law, Customer hereby releases PERMIT ROCKSTAR, together with its directors, officers, employees, contractors, agents, and representatives, from all liability associated with THIS AGREEMENT AND Customer’S, and/or its Authorized User(s)’, use of the SERVICES.  CUSTOMER acknowledgeS that CUSTOMER IS responsible for any actions CUSTOMER or ITS Authorized Users take WITH THE SERVICES.  CUSTOMER AGREES that ITS use of the SERVICES, including ITS Authorized Users’ use, and any subsequent actions arising from such use of the SERVICES are taken solely at CUSTOMER’S own risk.

In no event will PERMIT ROCKSTAR, ITS directors, ITS officers, ITS employees, ITS contractors, ITS agents, or ITS representatives, be liable for damages of any kind, under any legal theory or under any equitable theory, arising out of or in connection with any use by CUSTOMER, CUSTOMER’S Authorized User(s), or any other person or entity, of the SERVICES, any websites linked to it, and any content on the site, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business, loss of business opportunities, or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law, which shall be limited to the fullest extent permitted by such law.

8.              Indemnification. Customer will indemnify, defend, and hold harmless Permit Rockstar, its licensors and affiliates, and its and their respective directors, officers, employees, contractors, agents, and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses, including without limitation, reasonable attorneys’ fees and expenses, arising out of, in connection with, or resulting from (a) Customer’s access to the Platform or use of the Services; (b) Customer’s violation of any of the provisions of this Agreement; (c) any activity related to Customer’s Account by Customer, its Authorized User(s), or any other person accessing the Services through Customer’s Account, including, without limitation, negligent or wrongful conduct; or (d) Customer’s violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right. Permit Rockstar reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will cooperate with us in asserting any available defenses. For purposes of clarity, these indemnification obligations apply to Customer’s use of the Services, along with Customer’s use of the Services’ content, other than as expressly authorized in this Agreement, Customer’s use of any information obtained from the Services, and any information Customer provides to, through, or in relation to the Services.

9.              Feedback and Suggestions. All feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Permit Rockstar or otherwise disclosed, submitted, or offered concerning the Services in connection with Customer’s or its Authorized Users’ use of the Services  (collectively, “Feedback”) will be Permit Rockstar’s property. Such disclosure, submission, or offer of any Feedback will constitute an assignment to Permit Rockstar of all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Feedback. Permit Rockstar will be under no obligation to (i) maintain any Feedback in confidence; (ii) pay any compensation for any Feedback; or (iii) respond to any Feedback

10.           Miscellaneous.

(a)            Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Any waiver, amendment, or modification of any right or remedy, in whole or in part under this Agreement, or any additional or different terms in any other agreements, acknowledgments, or other documents will not be effective unless expressly agreed to by both Parties in writing or electronic form.

(b)            Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set below (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

If to Permit Rockstar:

Permit Rockstar, Inc.

9218 Cypress Green Drive

Jacksonville, Florida 32256

Attn:  Fabian Videla, President

If to Customer:

___________________________________________

___________________________________________

___________________________________________

(c)            Severability and Waiver. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions will continue in full force and effect.  No waiver by Permit Rockstar of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Permit Rockstar to assert a right or provision shall not constitute a waiver of such right or provision.

(d)            Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Duval County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(e)            Assignment. Except as expressly provided for herein, this Agreement and any rights and obligations created hereunder may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld, including by reason of a change of control or by operation of law.  Notwithstanding the generality of the foregoing, Permit Rockstar  may assign its rights and obligations, without consent, in whole or in part, to a successor in interest to its business including in connection with a change of control, merger, acquisition, sale of all or substantially all of its assets, or similar transaction. Subject to the foregoing, this Agreement shall be binding upon the permitted successors and assigns of each Party.

(f)             No Relationship. Nothing herein shall be construed to create a joint venture, partnership, franchise, syndication, or other similar relationship between the Parties. Neither Party shall have any right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.

(g)            Force Majeure. With the exception of Customer’s payment obligations hereunder, neither Party shall be liable to the other for failure to perform under this Agreement if the failure results, directly or indirectly, from government action or inaction, mechanical or electrical breakdown, war, civil unrest, natural disaster or other cause beyond its reasonable control (a “Force Majeure Event”).

(h)            Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

SERVICES

Capitalized terms used but not defined in this Exhibit A have the meanings set forth in the Agreement.

Description of Services

Permit Rockstar provides technology-enabled permitting support services designed to assist Customers with construction permitting workflows, including coordination of private provider services authorized under Florida Statute 553.791, administrative permit preparation, and submission support.

Subject to the terms of the Agreement, the Services may include, without limitation, the following:

1. Private Provider Coordination and Support (FS 553.791)

Permit Rockstar facilitates and coordinates private provider plan review services and inspection services performed by properly licensed or certified third-party private providers authorized under Florida Statute 553.791, including providers licensed or certified under Chapters 468, 471, or 481, Florida Statutes, as applicable.

Private provider services may include plan reviews and inspections for building, structural, mechanical, electrical, plumbing, gas, and related systems, including but not limited to rough, cover, pressure test, and final inspection phases, performed through in-person inspections, photo documentation, video submissions, or live video sessions, as permitted by applicable law and jurisdictional requirements.

Permit Rockstar does not itself perform professional plan review or inspection services unless expressly stated in writing and does not act as a governmental authority.

2. Permit Package Preparation and Assembly

Permit Rockstar prepares and assembles permit application packages, which may include:

·       Jurisdiction-specific permit application forms

·       Private provider affidavits, notices, and related documentation required under FS 553.791

·       Plans, reports, photographs, videos, and supporting materials provided by the Customer or private providers

·       Organization, formatting, and quality control of submission materials

Permit Rockstar relies on information supplied by the Customer and does not independently verify technical accuracy unless expressly agreed.

3. Permit Submission and Jurisdictional Filing

At the Customer’s request, Permit Rockstar may submit permit applications and supporting documentation to applicable municipalities, counties, or other authorities having jurisdiction, whether electronically or in paper form, in accordance with jurisdictional submission requirements.

Submission services are administrative in nature and do not include authority over review timelines, determinations, or approvals.

4. Notarization, Digital Signing, and eRecording Support

Permit Rockstar may facilitate:

·       Online notarization services

·       Digital document execution

·       Electronic recording (eRecording) of documents such as Notices of Commencement or other permitting-related filings

These services may be provided directly or through third-party service providers and are intended solely to assist with administrative compliance and document handling.

5. Permit Tracking and Status Support

Permit Rockstar may provide permit tracking, status updates, resubmission coordination, inspection result reporting, and administrative communication support related to the permitting process, based on information made available by the applicable jurisdiction or private provider.

Important Service Limitations

·       Permit Rockstar does not guarantee permit approval, inspection approval, or governmental review timelines, although it will intervene when jurisdictions miss the timelines set forth in FS 553.791

·       All governmental determinations remain within the sole discretion of the applicable authority having jurisdiction.

·       Customer remains solely responsible for compliance with all applicable laws, codes, and statutory requirements, including obtaining any required fee owner authorizations under FS 553.791(2)(a).

Fees

Fees for the Services are set forth below or elsewhere in the Agreement or will set separately, and are subject to the payment terms therein.

Authorized Users

Customer may designate Authorized Users during the Term, unless otherwise agreed in writing.