Schedule A — AppealStack™

This Schedule forms part of the Master Subscription Agreement — General Terms (the "General Terms") between Populus Technology, LLC ("Provider") and the Customer identified on the signature page, and applies where an Order Form orders AppealStack™. Capitalized terms not defined here have the meanings in the General Terms and the DPA.

1. The Product

AppealStack™ is Provider's hosted platform for the property-tax appeal lifecycle: client and property records, parcel data, valuations and assessments, appeal preparation and tracking, hearings, savings verification, invoicing, and client communication. Each Customer receives a single-tenant instance at the subdomain stated on the Order Form. AppealStack™ is a product and trademark of Populus Technology, LLC.

2. Client Portal

The Services include a client portal through which Customer's own clients can view matters, upload documents, provide instructions, and make payments. Portal users are third parties, not parties to this Agreement; their access is governed by the Client Portal Terms presented and accepted in-product. Customer is responsible for its clients' use of the portal as stated in General Terms Section 3. Portal access is provided as part of Customer's subscription and requires Customer's account to be in good standing; where the Services are suspended under General Terms Section 11.2, portal access may be suspended with them. Portal Users are counted, and — where the Order Form states an allowance and rate — billed, as provided in Section 7.

3. AI Document Reading

The Services include AI-assisted reading of uploaded documents to stage structured data for Customer's review. This processing is described in General Terms Section 7 and DPA Section 3.3, and the AI provider engaged is identified in the Subprocessor List (DPA Exhibit A). Staged data is never written directly to Customer's records without an opportunity for Customer review. AI document reading is provided for documents related to Customer's own engagements, at volumes ordinary to Customer's use of the Services; where an Order Form states document-volume allowances or rates, sustained volumes beyond them are metered under Section 7.

4. Custom Builds; Payment Processing

Custom functionality may be requested through the in-product custom-builds mechanism and is metered in credits as stated on the Order Form or the then-current rate card published in-product; no custom-builds request is accepted for delivery before its credit price has been displayed to Customer. Each request is governed by the in-product Custom Builds terms at the version presented at acceptance, and ownership and license follow General Terms Section 2. Payment-processing transactions carry the per-transaction fees stated in the in-product fee schedule as published at or before the time payment processing is enabled for Customer's instance.

5. Support; Availability

Provider provides support and maintains availability of the Services on a commercially reasonable efforts basis, with scheduled maintenance performed so as to minimize disruption. No service-level agreement, uptime commitment, or service credit applies unless expressly stated in an Order Form.

6. Jurisdiction Rules; No Professional Advice

AppealStack ships jurisdiction-specific rules, deadlines, and forms as configured in-product, and displays the corresponding disclaimers where they apply. Statutory rules change; Customer's professionals remain solely responsible for verifying deadlines, filings, and professional judgments, per General Terms Section 8 (no professional-services warranty).

7. Seats; Portal Users; Metering; Production Fee

7.1 Definitions. "User Account" means a unique login credential provisioned in Customer's instance for one identified individual to access the Services other than through the client portal. "Active User Account" means a User Account that is enabled at any time during the applicable measurement period; a deactivated (access-disabled) User Account does not count from the time of deactivation, and counts again on reactivation. Credentials provisioned by Provider for support and operations, and non-interactive system or integration credentials, are not User Accounts. "Portal User" means a unique client-portal identity provisioned or activated in Customer's instance for an individual to access the client portal; an identity that has never been activated (never signed in to the portal or accepted the Client Portal Terms) does not count, and access to individual documents through emailed links without portal sign-in does not by itself create a Portal User. "Seat Block" means a block of User Accounts of the size stated on the Order Form.

7.2 Account integrity. Each User Account and each Portal User identity is for one identified individual, and credentials may not be shared. Use of one credential by more than one individual counts as one additional Active User Account (or Portal User, as applicable) for each additional individual, for the period of shared use.

7.3 Seats — measurement; true-up. Platform subscription fees are billed in Seat Blocks, initially in the quantity stated on the Order Form. The number of Seat Blocks required in any measurement period is the highest count of Active User Accounts existing at any point in that period, divided by the Seat Block size and rounded up to the next whole Seat Block. If the count of Active User Accounts rises above the number covered by the Seat Blocks then in effect, one or more additional Seat Blocks take effect automatically on the day the count first exceeds coverage; Provider invoices each added Seat Block at the rate stated on the Order Form, prorated for the remainder of the then-current billing year, and it renews with the subscription thereafter. Seat Blocks are not reduced mid-term; Customer may reduce Seat Blocks effective at the start of a renewal period by written notice given before renewal.

7.4 Portal Users — allowance; metering. Where the Order Form states a Portal User allowance, Portal Users up to the allowance carry no separate fee. Portal Users beyond the allowance are billed monthly in arrears at the rate stated on the Order Form, applied to the highest count of Portal Users during the calendar month less the allowance.

7.5 Measurement records. The Services measure use — including counts of Active User Accounts, Portal Users, and other usage quantities stated on an Order Form — to administer and bill the Agreement (General Terms Sections 4 and 7). Current counts are available to Customer's administrators in-product or on request. Provider's measurement records are presumptive evidence of the counts; Customer may dispute an invoiced count within thirty (30) days of the invoice, and the parties will reconcile against those records.

7.6 Appeal Work; Client Fees. "Appeal Work" means Customer's representation of its own client in a property-tax appeal, protest, or equivalent valuation or exemption proceeding before an assessing authority, appraisal review board, or comparable administrative body, together with work directly incident to that representation. "Client Fee" means an amount Customer charges its own client for Appeal Work, as recorded in the Services. The following are not Client Fees: (a) taxes and governmental charges of any kind, including property taxes, penalties, interest, and filing, protest, hearing, and arbitration fees; (b) amounts recharged to the client at Customer's cost, including appraisals, expert and witness fees, litigation costs, and courier, recording, and similar disbursements; (c) fees for business-personal-property compliance work, including renditions, extensions, and related filings; (d) fees for consulting, advisory, valuation, litigation-support, judicial-appeal, binding-arbitration, or agency work that is not Appeal Work; (e) any amount Customer remits out of an invoiced amount to a co-counsel, sub-agent, referral partner, or other third party; (f) fees for Appeal Work in a jurisdiction, or of a matter type, the Services do not then support; and (g) fees for any other engagement of Customer, whatever its subject. Customer records excluded amounts separately from Client Fees in the manner the Services provide; until the Services provide a means to distinguish them, Customer may identify excluded amounts by notice to Provider with the period in which they were invoiced or on a dispute under Section 7.9, and no amount is a Client Fee by reason only of Customer's inability to record the distinction. Where a single recorded amount combines Appeal Work with an excluded item, the Client Fee is the portion Customer determines to be Appeal Work from its own records, and Customer's determination controls. "Client Fees" for a period means the aggregate of the Client Fees on invoices Customer issues to its clients in that period, each counted once and net of credits, reversals, discounts, write-offs, and voided or superseding entries recorded in that period; an invoice is issued when Customer sends it to its client or otherwise makes it available to its client through the Services. Where a Client Fee is invoiced in installments or in stages, the installments are counted as and when invoiced and the underlying total is not counted separately. An amount prepared, staged, or proposed by the Services but not yet approved and issued by Customer is not counted until the period in which Customer approves and issues it. An amount recorded in error is not a Client Fee, and its correction is given effect under Section 7.8.

7.7 Production Fee. Client Fees for a period are billed at the rate stated on the Order Form, applied to the aggregate for that period (the "Production Fee"). No other fee applies to Appeal Work under this Section: there is no per-appeal, per-parcel, per-matter, or per-filing charge, no minimum, and no threshold, and Appeal Work that produces no Client Fee produces no Production Fee. The rate changes only by a new Order Form or a Change Order signed by both parties; Provider may not adjust it unilaterally, and, notwithstanding General Terms Section 11.1, it does not change on renewal. All prices, rates, allowances, block sizes, and ordered quantities appear only on the Order Form.

7.8 Period; invoicing; adjustments. The measurement period for the Production Fee is the calendar month unless the Order Form states another period, and a period is measured on the dates the Services record, in Coordinated Universal Time unless the Order Form states otherwise. Provider invoices the Production Fee in arrears after the close of each period, on the payment terms stated on the Order Form. No Production Fee arises on a Client Fee invoiced before the date stated on the Order Form for the commencement of the Production Fee, whenever that Client Fee is recorded in the Services, and none arises on a record created by migration, backfill, historical import, or annual refresh, whenever performed. If the Agreement expires or terminates during a period, that period closes on the effective date of expiration or termination and is invoiced then; no proration applies, because the Production Fee is computed on the Client Fees actually invoiced in the shortened period. If, after a period has closed, Customer credits, reduces, reverses, or writes off a Client Fee counted in it, the reduction is deducted from Client Fees for the period in which Customer records the adjustment; if Customer increases a Client Fee counted in a closed period, or reinstates, re-invoices, or recovers a Client Fee it had reduced or written off, the increase is added to Client Fees for the period in which Customer records it. Adjustments are given effect in the current period; closed periods are not reopened or recomputed. No adjustment in either direction is given effect more than twelve (12) months after the close of the period in which the Client Fee concerned was counted. Where an adjustment produces an overpayment, Provider credits it against the next invoice or, if no further invoice will issue or it remains uncredited sixty (60) days after the close of the period, refunds it within thirty (30) days; this applies notwithstanding General Terms Section 4, and, with the balance of this Section, survives expiration or termination for twelve (12) months after the close of the final period. Sections 7.6 to 7.9 survive expiration or termination as to Client Fees invoiced on or before the effective date of expiration or termination. Provider will invoice the final Production Fee within sixty (60) days after the close of the final period, and no Production Fee may be invoiced after that date.

7.9 Records; visibility; disputes. Section 7.5 applies to the Production Fee: Provider's measurement records are presumptive evidence of Client Fees for a period, Customer may dispute an invoiced amount within thirty (30) days of the invoice, and the parties will reconcile against those records, with any difference given effect on the next invoice. A manifest error may be raised at any time. Customer's own records control as to whether an amount is Appeal Work or an excluded item under Section 7.6, and as to the existence and amount of any Client Fee invoiced otherwise than through the Services. No late charge or interest accrues on a Production Fee amount disputed in good faith, and withholding it while the dispute is pending is neither a breach nor a ground for suspension. The fee lines from which Client Fees for each invoiced period were computed — the amounts included, the amounts excluded under Section 7.6, and the adjustments applied under Section 7.8 — are available to Customer's authorized users with access to fee information, in-product or on request. Client Fees, and Customer's fee schedules, rates, caps, and engagement terms, are Customer's Confidential Information; Provider uses them only to compute and invoice the Production Fee and to operate the Services for Customer, and will not use them to train, benchmark, index, model, or price any product or service for any third party, whether or not aggregated or de-identified. General Terms Sections 2.5 and 7 do not apply to them.

7.10 Coverage. In this Section, "Effective Date" means the effective date stated on the Order Form. Customer will invoice its clients for Appeal Work through the Services, and will record in the Services the Appeal Work it performs and the Client Fees it charges. This Section does not apply to, and Customer may invoice and record outside the Services: (a) an engagement entered into before the Effective Date, as to any appeal filed before the Effective Date, whenever invoiced; (b) Appeal Work in a jurisdiction, or of a matter type, the Services do not then support, or that the Services cannot then invoice in the manner the client requires; (c) Appeal Work where Customer's engagement letter, its client's instructions, a protective order, or applicable law restricts Customer from recording the fee, the matter, or the client's identity in a third-party system; (d) Appeal Work performed as sub-agent, co-counsel, or referral partner where another person invoices the taxpayer; and (e) any period during which the Services are unavailable or suspended. Where a client requires Customer to invoice through that client's own system or a third-party procurement platform, Customer may invoice outside the Services but will record the Client Fee in the Services when able, and it is counted under Section 7.6 for the period in which it is recorded. Customer's failure to comply with this Section is not a material breach of this Agreement, is not a ground for suspension or termination, and does not accelerate any fee. Provider's sole and exclusive remedy is that the fee concerned is treated as a Client Fee and counted under Section 7.6 for the period in which the parties identify it; and no Client Fee first identified more than twelve (12) months after the date of the underlying invoice is counted. Not more than once in any twelve (12) months, Provider may request a written statement from Customer confirming compliance with this Section, given to the best of Customer's knowledge after reasonable inquiry, without personal liability for the individual signing it and without any obligation to compute or state an aggregate; Customer will provide it within forty-five (45) days. Provider may compare, using records already in the Services, the Appeal Work recorded against the Client Fees recorded for a period, and may raise a discrepancy with Customer, who will respond in good faith; that comparison is not evidence of breach and does not shift any burden of proof. This Section gives Provider no right to audit or inspect Customer's books, records, systems, or client files, and obliges Customer to route to the Services no engagement other than Appeal Work. This Section does not survive expiration or termination.

7.11 Instance capacity. Customer's instance is provisioned for the volumes stated on the Order Form, sized from Customer's own volumes in recent completed seasons with headroom, on the basis stated there. Capacity is a provisioning measure. It is not a limit on Customer's use, not a commitment by Customer to any volume, and not an input to the Production Fee, which is computed on Client Fees regardless of the volume of Appeal Work. Exceeding the provisioned capacity is not a breach of this Agreement, is not a default, and is not a ground for suspension, termination, or any other remedy. Provider will not suspend, throttle, degrade, rate-limit, or condition the Services, or alter Customer's instance, by reason of Customer's volumes, and Customer's volumes are not a genuine security risk for the purposes of General Terms Section 11.2. Where Customer's volumes exceed a provisioned volume, that volume and the recurring fees corresponding to it are instead re-stated to Customer's then-current volumes, at the rates already stated on the Order Form and at no other rate, with effect from the beginning of the period in which the excess first occurred; Provider will give Customer notice of the re-statement together with the measurement it rests on, and the measurement is subject to Section 7.9. No re-statement introduces a fee of a kind not already stated on the Order Form, and none requires a Change Order. Provisioned volumes are re-stated downward only with effect from the start of a renewal period, on notice given before that period begins. Provider will also re-state the provisioned volumes, without charge, when a fuller history of Customer's book is loaded into the Services.

8. Setup

8.1 Stages. Setup — the work by which Customer's existing records are brought into the Services — may be ordered in one or more stages. Each stage is ordered on an Order Form or a Change Order, which states that stage's scope, the fee for it, and when that fee is invoiced; no setup work is included except as a stage's stated scope provides. Provider performs each stage on a commercially reasonable efforts basis; a completion date is committed only where the Order Form states one, and a date so stated extends by the period of any delay in Customer providing the exports, savings reports, access, or decisions the stage requires. All prices, quantities, scopes, dates, and periods appear only on the Order Form.

8.2 What a stage covers. A stage covers the audit, migration, and verified loading of the data set the Order Form identifies for that stage, in the export formats Customer provides. "Audit" means Provider's inspection of Customer's exports, before loading, to identify their structure, coverage, and defects, including the account-number and identifier formats each source jurisdiction uses. "Migration" means mapping and normalizing those exports to the data model of the Services. "Verified loading" means writing the migrated data into Customer's instance, staged for Customer's review in the manner the Services provide, and confirming that what was loaded corresponds to what Customer delivered. Provider performs the stage on the exports as Customer provides them, and does not verify the correctness of Customer's own source records: the reconciliation under Section 8.4 tests that the Services reproduce what Customer's records state, not that those records are correct. Customer's responsibility for the accuracy of the data it supplies is stated in General Terms Section 3.

8.3 Jurisdiction tax rates. As part of a stage, and at no separate charge, Provider loads the jurisdiction tax rates for the jurisdictions and tax years within that stage's scope that a savings reconciliation requires. Where a rate for a tax year is unpublished or unconfirmed when the stage is performed, the Services record it as unconfirmed and the reconciliation is performed on the rates then available; a rate later confirmed at a different figure is not a discrepancy under Section 8.5.

8.4 Completion. A stage is complete when the data set within its scope is loaded into Customer's instance and reconciled against Customer's own savings reports for the same parcels and tax years, evidenced by a verification report Provider delivers to Customer. Delivery of the verification report is delivery for the purposes of General Terms Section 1.1 and is not acceptance. A stage is deemed complete if Customer identifies no material discrepancy within the period stated on the Order Form, running from delivery of the verification report; completion or deemed completion is Customer's commercial acceptance of that stage for the purposes of General Terms Section 1.1. A reference on an Order Form to the completion of a stage includes its deemed completion. An amount the Order Form makes payable on completion of a stage is not due until that stage is complete or deemed complete. A "material discrepancy" is a difference between the data loaded and Customer's own savings reports for the same parcels and tax years that the verification report does not account for and that affects the parcels, the tax years, or the savings figures those reports state; a difference arising from Customer's own source records, or from the exports Customer provided, is not a material discrepancy.

8.5 Discrepancies. Customer identifies a material discrepancy by notice to Provider within the period, describing it with enough particularity to be located — the parcels, tax years, and figures concerned. While a material discrepancy so identified is outstanding, the stage is neither complete nor deemed complete as to the matters that discrepancy concerns. Provider will, at no additional charge, correct it or explain why the difference is not a material discrepancy, and will deliver a corrected or supplemental verification report; a further period of the same length as the period stated on the Order Form then runs from that delivery, but only as to the matters the discrepancy concerns and any matter the correction itself changes. As to everything else, the stage is complete or deemed complete under Section 8.4, and a date the Order Form states by reference to the completion of that stage runs from that completion or deemed completion. If the parties disagree whether a difference is a material discrepancy, or whether one has been corrected, they will reconcile in good faith against the exports Customer delivered and the savings reports the reconciliation used, and Customer's own records control as to what those reports state. A manifest error in a verification report, or in the loading it evidences, may be raised at any time. An outstanding discrepancy is not a breach of this Agreement by either party, is not a ground for suspension or termination, and accelerates no fee; the only consequences are those stated in this Section and in Section 8.4. Correction of loaded data after a stage is complete or deemed complete, other than a manifest error, is ordered under Section 8.6.

8.6 What a completed stage does not include. A completed stage does not include, and Customer orders separately: (a) the loading of any subsequent tax year, including an annual refresh; (b) clients, properties, parcels, jurisdictions, or volumes beyond those within that stage's scope; (c) data from a source, system, or export not within that stage's scope; and (d) remediation of exports Customer cannot provide in a usable form, including reconstruction, re-keying, or sourcing of data Customer's exports do not contain. Each is ordered on an Order Form or a Change Order at the fees stated there; where the Order Form states a fee for one of them, that fee applies when it is ordered, and neither party is obliged to order or to agree one. No failure to order or to agree one is a breach by either party. Where a fuller history of Customer's book is loaded under a later stage, Provider re-states the provisioned volumes as provided in Section 7.11.

8.7 Production Fee; survival. The effect of setup on the commencement of the Production Fee, and on records created by migration, backfill, historical import, or annual refresh, is stated in Section 7.8. A date the Order Form states by reference to the completion of a stage is a date stated on the Order Form for the purposes of that Section. Sections 8.1 to 8.7 survive expiration or termination as to any stage ordered before the effective date of expiration or termination.