AssetMax Client Terms & Conditions

1. DEFINITIONS

1.1 “AssetMax Program” means GSG's AI-driven building audit and shared-savings program, including the Audit, the AssetMax platform, Easy Win Solutions, the implementation of approved savings measures, and the AssetMax Upgrade.

1.2 “Audit” means the AssetMax Audit of a Property, performed in two steps: Step 1, the Operating Expense (“OpX”) Audit; and Step 2, the Full AssetMax Audit, comprising a utility audit, a building systems audit, and an insurance audit.

1.3 “Audit Partners” means the specialist firms GSG engages to perform parts of the Audit, currently AssetMax Specialist Network operating-cost partner (OpX Audit), AssetMax Specialist Network utility review partner (utility audit), AssetMax Specialist Network building-systems partner (building systems audit), and a national insurance brokerage partner (insurance audit), and any successor or additional firm GSG designates.

1.4 “Engagement Letter” means the AssetMax Engagement Letter, order form, or similar document identifying the Client, the Property, and the scope of a specific engagement.

1.5 “Shared Savings Agreement” means the formal agreement the parties execute after the Findings presentation to govern implementation, measurement, and payment for a Property.

1.6 “Findings Report” means the report(s) of savings opportunities and recommendations delivered by GSG or its Audit Partners.

1.7 “Savings” means reductions in the Client's costs, and refunds, credits, or recoveries received by the Client, that result from a measure, recommendation, negotiation, or recovery identified, introduced, or implemented through the AssetMax Program.

1.8 “Verified Savings” means Savings measured against the Baseline using the method set out in the Shared Savings Agreement, or, if none is stated, a commercially reasonable method consistently applied.

1.9 “Baseline” means the Client's historical costs for the relevant expense category, as established during the Audit, adjusted where appropriate for changes in rates, weather, occupancy, usage, or scope.

1.10 “Client Data” means information the Client provides or authorizes GSG to obtain, including Accounts Payable reports, utility bills, insurance policies, vendor contracts, building records, and operating data.

1.11 “Property” means each building or portfolio identified in an Engagement Letter.

2. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE

2.1 These Terms apply to every Engagement Letter and Shared Savings Agreement between GSG and the Client, each of which incorporates these Terms by reference.

2.2 If there is a conflict, the following order of precedence applies: (a) the Shared Savings Agreement; (b) the Engagement Letter; and (c) these Terms — except that Sections 7, 9, 12, and 13 of these Terms prevail unless the conflicting document expressly states that it overrides them.

3. SERVICES

3.1 Step 1 — OpX Audit. Upon receipt of twelve (12) months of the Client's Accounts Payable reports, GSG, through AssetMax Specialist Network operating-cost partner, will review the Client's recurring vendor and service spending, identify savings opportunities, and present its findings to the Client.

3.2 Step 2 — Full AssetMax Audit. Following the OpX findings, GSG and its Audit Partners will perform a utility audit (AssetMax Specialist Network utility review partner), a building systems audit (AssetMax Specialist Network building-systems partner), and an insurance audit (a national insurance brokerage partner), and GSG will deliver a consolidated Findings Report.

3.3 Implementation. Savings measures approved by the Client will be implemented under the Shared Savings Agreement. Vendor-supplied equipment or services may be subject to that vendor's own terms and warranties.

3.4 Easy Win Solutions. GSG may offer optional measures, such as AquaFlow™, Ecolosynergy™, and the Bolt-On Payroll Program, that can be deployed during the Audit. Each is provided only with the Client's approval and may be subject to additional terms.

3.5 AssetMax Upgrade. Following implementation of savings measures and Easy Wins, GSG will coordinate building upgrades to maximize financial and environmental performance and assist in securing applicable tax benefits and utility incentives, subject to eligibility and availability.

3.6 AssetMax Platform. GSG may use its AssetMax platform, including artificial-intelligence and data-analytics tools, to analyze Client Data and prepare recommendations. All recommendations are reviewed by GSG personnel or its Audit Partners before delivery.

3.7 Professional Scope. GSG is not a law firm, accounting firm, tax advisor, or licensed insurance producer. Nothing in the AssetMax Program is legal, tax, accounting, or insurance advice. Insurance analysis and any placement of coverage are performed by a national insurance brokerage partner under its own licenses and client agreements.

4. CLIENT RESPONSIBILITIES

4.1 The Client will provide Client Data that is accurate and complete to the best of its knowledge, in a reasonably timely manner, and will promptly notify GSG of material changes affecting a Property.

4.2 For Step 2, the Client will sign reasonable authorizations, such as a utility Letter of Authorization or broker-of-record authorization where applicable, and provide reasonable site access coordinated with Property management.

4.3 The Client represents that it has the right to share the Client Data with GSG and its Audit Partners for the purposes of the AssetMax Program, and that doing so does not breach any agreement or law binding on the Client.

4.4 The Client will designate a primary contact authorized to make decisions and approve savings measures.

5. FEES AND SHARED SAVINGS

5.1 Free SpendVue Assessment. The SpendVue savings assessment and findings meeting are free. The full AssetMax audit begins only if the Client proceeds under the Master Services Agreement and pays the $5,000 advance.

5.2 Retainer. The SpendVue savings assessment and findings meeting are free. If you choose to proceed, sign the Master Services Agreement and pay a $5,000 advance to begin the full AssetMax audit. If you do not proceed, no advance is payable. The $5,000 retainer is repaid to the client first from savings, before 50/50 savings distributions begin.

5.3 50/50 Shared Savings. For thirty-six (36) months from the date each savings measure is implemented (the “Savings Term”), Verified Savings are shared equally: 50% to the Client and 50% to GSG.

5.4 One-Time Recoveries. Refunds, credits, rebates, or billing recoveries obtained through the AssetMax Program are shared 50/50 when received by the Client.

5.5 After the Savings Term. When the Savings Term for a measure ends, the Client retains 100% of the Savings from that measure.

5.6 Shared-Savings Fee and Advance Refund. GSG’s shared-savings fee applies to verified savings under the Master Services Agreement. The $5,000 advance is refundable in full if the Full AssetMax Audit identifies no savings.

5.7 Client-Implemented Measures. Savings count as Verified Savings if the Client, directly or through a third party, implements a measure, vendor change, or recovery identified in a Findings Report during the Savings Term, or within twenty-four (24) months after termination of the engagement.

5.8 Invoicing and Payment. GSG will invoice its share of Verified Savings monthly or quarterly as set out in the Shared Savings Agreement. Invoices are due within thirty (30) days. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate. The Client is responsible for applicable sales and use taxes, excluding taxes on GSG's income.

5.9 Savings Disputes. The Client may dispute a Verified Savings calculation in writing within thirty (30) days of an invoice, identifying the basis for the dispute. The parties will work in good faith to resolve the dispute within thirty (30) days, and the Client will pay any undisputed portion when due.

6. AUDIT PARTNERS AND VENDORS

6.1 GSG may engage Audit Partners, vendors, and subcontractors to perform parts of the AssetMax Program and remains responsible for coordinating their work under these Terms.

6.2 Audit Partners may communicate with the Client directly within the scope of their work. Savings arising from those communications are Savings under the AssetMax Program.

6.3 Some Audit Partners or vendors may require the Client to sign their own forms, authorizations, or agreements. Those documents govern the partner's or vendor's own services, and do not reduce GSG's rights under these Terms.

7. CONFIDENTIALITY AND DATA USE

7.1 Client Data. GSG will keep Client Data confidential and use it only to deliver the AssetMax Program. GSG may share Client Data with its Audit Partners and vendors who need it for the AssetMax Program and are bound by confidentiality obligations at least as protective as these Terms.

7.2 GSG Confidential Information. GSG's methodologies, pricing, platform, vendor and partner relationships, and Findings Reports are GSG's confidential information. The Client will use them only to evaluate and implement the AssetMax Program and will not disclose them to third parties without GSG's written consent, except to its own owners, lenders, and professional advisors who are bound to confidentiality.

7.3 Exceptions. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party, or that must be disclosed by law or court order (with prompt notice where lawful).

7.4 Aggregated Data. GSG may use Client Data in de-identified and aggregated form, which does not identify the Client, a Property, or any individual, to benchmark results and improve the AssetMax platform.

7.5 Security. GSG will use commercially reasonable administrative, technical, and physical safeguards to protect Client Data. Upon written request after an engagement ends, GSG will return or delete Client Data, except copies retained under legal, accounting, or backup requirements, which remain subject to these Terms.

8. INTELLECTUAL PROPERTY

8.1 GSG and its licensors own the AssetMax platform, name, and trademarks, and all methods, models, software, templates, and know-how used in the AssetMax Program, including improvements made during an engagement.

8.2 Subject to payment of amounts due, GSG grants the Client a non-exclusive, non-transferable license to use each Findings Report internally for the operation, financing, and sale of the relevant Property.

9. EXCLUSIVITY AND NON-CIRCUMVENTION

9.1 Exclusivity. During the engagement and each Savings Term, the Client will not engage another party to perform an audit comparable to the Audit for the Property, or to implement Savings identified by GSG.

9.2 Non-Circumvention. During the engagement, each Savings Term, and twenty-four (24) months after termination, the Client will not bypass GSG by contracting directly with any Audit Partner, vendor, or service provider introduced by GSG for services within the scope of the AssetMax Program, without GSG's written consent. Any Savings so obtained are Savings under these Terms.

10. REGULATORY COMPLIANCE WORK

10.1 The Audit may identify compliance issues under building performance and benchmarking laws (for example, NYC Local Law 97). GSG's identification of such issues is informational. Any corrective actions, filings, or compliance implementation will be performed only under a separate fee-for-service agreement.

10.2 The Client remains solely responsible for its compliance with all laws applicable to its Properties, including filing deadlines and penalties.

11. ESTIMATES AND DISCLAIMERS

11.1 Savings estimates, projections, and benchmarks are good-faith estimates based on available information and industry data. They are not guarantees. Actual results depend on Property conditions, rates, usage, market factors, and implementation.

11.2 Except as expressly stated in these Terms or a Shared Savings Agreement, the AssetMax Program is provided “as is,” and GSG disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. LIMITATION OF LIABILITY

12.1 Neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising from the AssetMax Program, even if advised of their possibility.

12.2 GSG's total liability arising from or relating to the AssetMax Program for any Property will not exceed the amounts actually paid by the Client to GSG for that Property in the twelve (12) months before the event giving rise to the claim.

12.3 These limitations do not apply to a party's fraud, willful misconduct, breach of Section 7 (Confidentiality and Data Use), or the Client's payment obligations or breach of Section 9 (Exclusivity and Non-Circumvention).

13. INDEMNIFICATION

13.1 The Client will defend and indemnify GSG and its Audit Partners against third-party claims arising from inaccurate Client Data, the Client's breach of Section 4.3, or the Client's operation of its Properties.

13.2 GSG will defend and indemnify the Client against third-party claims arising from GSG's gross negligence or willful misconduct in performing the AssetMax Program.

14. TERM AND TERMINATION

14.1 These Terms take effect when the Client accepts them and remain in effect until every Engagement Letter and Savings Term has ended.

14.2 Either party may terminate an engagement on thirty (30) days' written notice. GSG remains entitled to its share of Verified Savings for measures identified before termination, including measures implemented after termination as described in Section 5.7.

14.3 Sections 5, 7, 8, 9, and 11 through 17 survive termination.

15. ELECTRONIC ACCEPTANCE AND RECORDS

15.1 The Client agrees that clicking “I Agree,” checking an acceptance box, or signing electronically is its legally binding signature and has the same effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.

15.2 The Client consents to receiving notices, invoices, reports, and other records electronically. GSG may rely on its electronic records of acceptance, including the name, title, email address, date, time, and IP address of the person accepting.

16. GOVERNING LAW AND DISPUTES

16.1 These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules.

16.2 The parties will first attempt to resolve any dispute through good-faith discussion between senior executives for thirty (30) days. Unresolved disputes will be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to their jurisdiction.

16.3 EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in any proceeding arising from these Terms or the AssetMax Program.

17. GENERAL

17.1 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship.

17.2 Assignment. The Client may not assign these Terms without GSG's written consent, except to a buyer of the relevant Property who assumes the Client's obligations in writing. GSG may assign these Terms to an affiliate or a successor to its business.

17.3 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

17.4 Notices. Notices must be in writing and sent by email with confirmation, or by courier, to the addresses in the Engagement Letter. Notices to GSG go to: GreenStreet Global, Inc., 135 W. 50th Street, Suite 200, New York, NY 10020, robert@greenstreetglobal.com.

17.5 Updates to These Terms. GSG may update these Terms for future engagements by posting a new version. Updates do not change an Engagement Letter or Shared Savings Agreement already in effect unless the Client accepts them.

17.6 Entire Agreement; Severability; Waiver. These Terms, together with each Engagement Letter and Shared Savings Agreement, are the entire agreement on their subject matter. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.