Terms of Use

October 2024 Revision

Thank you for choosing to use the Services offered by Austin Calculator LLC or its subsidiaries and affiliates (referred to as "AusCalc", "we", "our", or "us"). Please review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and AusCalc. By clicking “Log In”, "Continue”, “Request Access”, or “Sign In” on our website(s) or entering our website(s) to access, learn about, try, request, enter & submit data or utilize in any way (collectively referred to as "use") our Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use our Services.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of AusCalc's online and human-assisted services provided to you on or via our website(s), including Content (defined below), updates and new releases (collectively, the "Services"). This Agreement includes by reference AusCalc's Privacy Policy.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted a limited right to use of the Services and only for the purposes and by the means described by AusCalc and set forth in this Agreement. AusCalc reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, AusCalc grants to you a limited, nonexclusive, nontransferable right and license to use the Services in accordance with the terms set forth herein.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not

2.2.1 Provide access to or give any part of the Services to any third party unless you have specific written approval from AusCalc to do so.

2.2.2 Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.

2.2.3 Decompile, disassemble, or reverse engineer the Services.

2.2.4 Make the Services available on any file-sharing or application hosting service.

3. PAYMENT.

3.1 The following payment terms apply, unless AusCalc agrees with you on alternative payment terms in writing:

3.1.1 Payments will be billed to you in U.S. dollars.

3.1.2 You must pay with one of the following:

3.1.2.1 A valid credit card acceptable to AusCalc;

3.1.2.2 A valid debit card acceptable to AusCalc;

3.1.2.3 Direct electronic bank transfer or Paper checks (available only if invoice payment terms are acceptable to AusCalc).

3.2 If you select to pay via credit card or debit card, your card will be debited when you provide your card information. If you have been approved for direct bank transfer or paper checks, AusCalc will issue electronic invoice(s) to you on a periodic basis, which could be weekly, biweekly, or monthly. An electronic invoice might consolidate payments across multiple sites, projects, or time periods. Each electronic invoice is due to be paid within 10 days of its issuance date, unless different invoice payment terms have been negotiated on a case-by-case basis. Interest will be charged on unpaid balances at the rate of 1.5% per week, beginning 30 days from the invoice issuance date. At any point in time, AusCalc may suspend Services to you without liability until all past due amounts have been paid in full.

3.3 If your payment or user registration information is not accurate, current, and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

4. USE WITH YOUR MOBILE DEVICE

4.1 Use of some of our Services may be available through a compatible mobile device with Internet access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees (including message and data rates) as well as the terms of your agreement with your mobile device and telecommunications provider.

4.1 AusCalc makes no warranties or representations of any kind, express, statutory or implied, as to:

4.2.1 The availability of telecommunication services from your provider and access to the services at any time or from any location;

4.2.2 Any loss, damage or security intrusion of the telecommunication services; and

4.2.3 Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.

5. YOUR PERSONAL INFORMATION

You can view AusCalc's Privacy Policy provided on the website for the Services. You agree to the Privacy Policy and any changes published by AusCalc. You agree that we may use and maintain your data according to the AusCalc Privacy Policy, as part of the Services. This means that AusCalc may use your data to improve the Services or to design promotions and to develop new products or services.

6. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services.

6.1.1 Content includes any data, information, materials, text, graphics, images, music, software (including compatible mobile apps), audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content provided by AusCalc and any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant AusCalc a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures regarding your Content. AusCalc is not responsible for any of your Content that you submit through the Services.

6.1.2 You agree not to use, nor permit any third party to use, the Services to access, upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

6.1.2.1 Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;

6.1.2.2 Content that would impersonate someone else or falsely represent your identity, company association, or affiliation, or that may constitute a breach of any individual's, company's, or partner company’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

6.1.2.3 Virus, Trojan horse, worm or other disruptive or harmful software or data; and

6.1.2.4 Any Content that you do not own or have the right to use or have since lost the right to use without permission from the Content owners thereof (for example, Content related to your former employer).

6.1.3 You are the only person authorized to use your log in email and are responsible for maintaining the confidentiality of your log in email. You shall not permit or allow other persons to have access to or use your log in email. You are responsible for the use of the Services under your email.

6.2 RESTRICTED USE OF THE SERVICES.

6.2.1 You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of AusCalc or could subject AusCalc to liability to third parties, including:

6.2.2.1 Unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks;

6.2.2.2 Interference with others' use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks;

6.2.2.3 Unauthorized collection or use of information, including phishing, pharming, spidering, and harvesting;

6.2.2.4 Viewing or other use of any Content that, in AusCalc's opinion, is prohibited under this Agreement;

6.2.2.5 Any other activity that places AusCalc in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or

6.2.2.6 Attempting to probe, scan, penetrate or test the vulnerability of an AusCalc system or network or to breach AusCalc's security or authentication measures, whether by passive or intrusive techniques. AusCalc reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. AusCalc does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which AusCalc is not responsible.

6.4 AusCalc may freely use feedback you provide. You agree that AusCalc may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant AusCalc a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.

6.5 AusCalc may monitor Content. AusCalc may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect AusCalc or its customers, or operate the Services properly. AusCalc, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 AusCalc does not give professional advice. AusCalc is not in the business of providing engineering, technical, regulatory, legal, financial, accounting, or other professional recommendations or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about Other AusCalc Services. You may be offered other services, products, or promotions by AusCalc ("Other Services"). Additional terms and conditions and fees may apply. You grant AusCalc permission to use information about your business and experience to help us to provide the Other Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.

7.3 Communications. You agree that AusCalc may send communications to you via email or by posting them on our website.

7.4 You will manage your account and accept verification requests and updates. You are responsible for securely managing your account for the Services and to contact AusCalc if you become aware of any unauthorized access to your account. The Services may periodically require you to verify that you still have access to your registered company email address, and AusCalc may suspend or terminate your access to Services with no liability if you fail to verify and authenticate registered email access. The Services may also be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8. DISCLAIMER OF WARRANTIES

8.1 Your use of the services, software, and content is entirely at your own risk. Except as described in this agreement, the services are provided "as is." To the maximum extent permitted by applicable law, AusCalc, its affiliates, and its and their third party providers, licensors, distributors or suppliers (collectively, "suppliers") disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the services. AusCalc and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.

8.2 AusCalc, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.

9. LIMITATION OF LIABILITY AND INDEMNITY

9.1 To the maximum extent permitted by applicable law, the entire liability of AusCalc, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the thirty (30) days prior to such claim. Subject to applicable law, AusCalc, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, exemplary, enforcement, punitive, or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, facility operation, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet AusCalc systems requirements. The above limitations apply even if AusCalc and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of AusCalc, its affiliates and your exclusive remedy with respect to the services and its use.

9.2 You agree to indemnify and hold AusCalc and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). AusCalc reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by AusCalc in the defense of any Claims.

10. CHANGES

We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. TERMINATION

AusCalc may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable AusCalc policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with AusCalc's interests or those of another user of the Services. Upon AusCalc's notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect AusCalc's rights to any payments due to it. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS

You acknowledge that the Services, its related website and online services, including the mobile application(s), and Other Services delivered by AusCalc are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products or technical data in violation of these laws and regulations, directly or indirectly.

13. GOVERNING LAW

Texas state law governs this Agreement without regard to its conflict of laws provisions.

14. DISPUTES

Most disagreements can be resolved informally and efficiently by contacting our customer support team.

14.1 You and AusCalc agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the services or this agreement (a "claim" ) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

14.2 Small Claims Court. Either you or AusCalc can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or AusCalc may seek to have a Claim resolved in small claims court in your county of residence (if in Texas) or another small claims court in Texas.

14.3 Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and AusCalc are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement or the termination of your Services.

14.4 Notice of Claim. If you elect to seek arbitration, you must first send to AusCalc a written Notice of your Claim ( "Notice of Claim" ). The Notice of Claim to AusCalc should be sent in care of our registered agent ZenBusiness Inc. at 5511 Parkcrest Drive Suite 103, Austin, TX 78731. The Notice of Claim should include both the mailing address and email address you would like AusCalc to use to contact you. If AusCalc elects to seek arbitration, it will send, by certified mail or email, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by AusCalc, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.

14.5 Informal Resolution. You and AusCalc agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and AusCalc therefore agree that, after a Notice of Claim is sent but before either you or AusCalc commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if AusCalc is represented by counsel, its counsel may participate in the conference as well, but AusCalc agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

14.6 Commencing Arbitration or Small Claims Proceedings. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or AusCalc may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and AusCalc are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with AusCalc during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and AusCalc agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party's election, the American Arbitration Association ( "AAA" ) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AANs rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless AusCalc and you agree otherwise, any arbitration hearings will take place in Texas.

14.7 Arbitration Proceedings: Arbitrators. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas and will be selected by the parties from the AAA's National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided in Section 14.9 below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

14.8 Arbitration Proceedings: Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an AusCalc company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

14.9 Arbitration Proceedings: Decisions. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration Notis filed in violation of this Agreement.

14.10 Injunctive and Declaratory Relief. Except as provided in Section 14.9 above, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or AusCalc and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or AusCalc prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

14.11 Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA's initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or AusCalc, and you and AusCalc waive any objection to such fee modification.

14.12 Class Action Waiver. You and AusCalc agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and AusCalc agree otherwise, the arbitrator may not consolidate any other person's or company's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If AusCalc believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 14.9, then you agree that AusCalc may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section 14 (Disputes) shall be null and void.

15. GENERAL

This Agreement, including the Additional Terms below, is the entire agreement between you and AusCalc regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of AusCalc. However, AusCalc may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by AusCalc or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact AusCalc via an email to: info@auscalc.com.

B. AUSCALC SERVICES - ADDITIONAL TERMS AND CONDITIONS

The definition of Services offered by AusCalc ("AusCalc Services'') includes, but is not limited to, use of the AusCalc portal (“portal”), support in use of the portal, submittal of facility information, and revisions to material generated by the portal and generative systems dependent on use of the portal. Your use of the Services provided by AusCalc are subject to both the General Terms above as well as these Additional Terms and Conditions which govern your use of the Services. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. SCOPE, PRICING, AND SPECIAL FEATURES

1.1 Scope of Services. AusCalc Services do not provide or include any legal or regulatory compliance advice, projections, or compliance planning, or any other forms of professional advice. The scope of service is limited to support of specific document preparation (e.g. air permit application, emissions inventory documentation, compliance documentation, etc.), which may vary for each Service, but is referred to as the "work product" of that Service.

1.2 Pricing. Prices for the various Services are ultimately determined by AusCalc at a point after you have provided the data to AusCalc and before AusCalc has completed the Service and provided you the final work product. All prices are subject to change without notice. You should confirm that the pricing for your use of the Services has not changed, particularly if some time has passed between the date you start your Service and the date you are ready to pay for it. Your price for a specific version of the Service will not change once you pay for your use of the specific version of the Service.

1.3 Import, Clone, and Share Features.

1.3.1 The Services may include a feature that allows you to import or clone, where applicable, certain information from previous Service work products prepared by you or shared with you using our Services or from other AusCalc Services or external sources. You are responsible for verifying the accuracy of any and all information that is cloned or imported.

1.3.2 The Services may include a feature that allows you to share your draft work products with others, or lets others share their draft work products with you. In using this feature, you understand and accept that all users with whom a draft has been shared have equal editing and read or write access to the shared draft work product, and that AusCalc is not responsible or liable for any unintended loss, modification, or erasing of data in the event that multiple users attempt to edit the data in the draft work product.

1.3.2 The Services also may include functionality designed to read data from images photographed using a mobile device. This functionality is limited to those forms or items that the Services can read. If the form or other item you photograph and submit through the Services is not supported, you may need to manually enter your data.

1.3.3 You may be offered the ability to import data from other sources in addition to those above. You may provide us with your authorization and information to allow us to obtain your data from third parties on your behalf to use the Services or any third-party service that you select. You represent that you have the necessary rights to grant us access to your accounts with third parties. Third parties are not affiliated with or endorsed or sponsored by us.

2. ADDITIONAL SUPPORT

You may choose to engage AusCalc for additional support outside of the services provided by the portal, wherein an AusCalc representative or outsourced contractor (together, "Specialist(s)") will assist with review or preparation of your draft work products(s) and answer certain questions you may have about your work product or the Service in general. If you choose to add additional support, you agree:

2.1 Data Accuracy. The assistance provided to you by the Specialist will be based on information you provide (see 2.4 below). You understand and agree that if you provide incorrect or incomplete information, the assistance provided to you may not be accurate. You are responsible for the overall accuracy of the data in your final work product.

2.2 Unclear Permitting and Regulatory Situations. We will use reasonable judgment to resolve questions where a permitting & regulatory situation may be unclear, to the extent permitted by professional conduct and applicable law. You may choose to take a specific position in such situations, provided it is consistent with our understanding of federal and state regulations, state agency guidance, and any related court rulings or laws. If we disagree with the position you choose to take, we may decline to prepare or review the work product that results from additional support. In such situations, you may still choose to complete the work product yourself with automatically generated materials or choose to not use AusCalc Services.

2.3 Your Specialist. Your engagement with your assigned Specialist for a particular Service for a particular site will conclude with delivery of the completed draft work product to you for review and finalization and with the delivery of a Specialist-reviewed draft work product to you for finalization AusCalc may from time to time, in its sole discretion, need to assign another Specialist to complete your work product due to expertise, volume, availability or other circumstances. More than one Specialist may work on reviewing your documents, reviewing other information, preparing the draft work product, scheduling any contact with you, or reviewing the draft work product.

2.4 Information You Provide.

2.4.1 We will assist in the review or preparation of your work product solely based on the information you have provided. You will be required to provide the Specialist with access to input data and all necessary supporting documentation (e.g. process simulation runs, gas and liquid sample analyses, equipment specification sheets, etc.) as may be requested by the Specialist for review or preparation of your work product. You will provide this information by sharing relevant documents and information in an acceptable electronic format and in written responses to your Specialist's questions through our secure portal or via company email. It is your responsibility to promptly provide all information that we require to help review or prepare complete and accurate work products. You represent that all information you provide is true, accurate and that you have the right to share the information with AusCalc.

2.4.2 We have the right, in our sole discretion, to cancel your additional support Service if you fail to provide requested information or do not respond to the Specialist's requests in a timely manner. If you provide any of your information within less than 5 business days of your requested work product finalization deadline, we may ask you for an extension of the deadline or be unable to provide additional support Services for that work product.

2.4.3 Through the additional support Services, the review or preparation of work products cannot be relied upon to discover errors, fraud or other irregularities in prior completed work products or other documents, should any exist. We will not independently audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information.

2.5 Record Keeping. You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your work products. While AusCalc will store certain data in our databases, you acknowledge and agree that you must comply with state and federal record keeping requirements. AusCalc has no obligation to store your work product data. You agree to hold AusCalc harmless from any liability, including but not limited to, notice of deficiencies, fines, penalties, and professional fees resulting from the disallowance or delay of permit approval or due to inadequate compliance or documentation.

2.6 Approval of Final Work Product. You are ultimately responsible for the overall accuracy of the data in your final work product(s). Your Specialist will notify you when your draft work product is ready for your review or when your draft work product has been Specialist-reviewed. You will need to download and carefully review an electronic copy of your completed draft work product(s) for accuracy and completeness. All draft work products must be reviewed and finalized within 5 business days of the draft becoming ready for your review (they will automatically be considered as reviewed and final after the 5-day period unless specific edits or comments have been provided by you during the review period) unless an alternative timeline has been previously agreed to by you and AusCalc. To finalize your work product, you will communicate with an AusCalc Specialist (verbally or via email). If you feel that a Work Product has been prematurely finalized (or you wish to reverse a finalized Work Product back to draft stage for another reason), you will promptly make this request via email within 3 business days of the finalization of the work product. You agree that once a work product has been finalized, you represent that you and the associated responsible company official(s) for the work product have received a copy of, reviewed, and approved the final work product(s) as complete and accurate.

2.7 Agency Portal Data Entry and Agency Fees (e.g. TCEQ STEERS, NMED AEIR, WDEQ IMPACT, etc.). Once you finalize a work product, the AusCalc Specialist will support data entry of the work product into the appropriate State or Federal agency's Online Portal (if required). AusCalc's responsibility with respect to agency portal data entry is limited to using reasonable efforts to facilitate data entry into the system for your review and approval. You will be responsible for creating your own agency portal account with the appropriate agency, reviewing data entered into the system by the Specialist, paying any applicable agency fees electronically to the agency, and submitting the final work product package to the agency through the agency portal system.

2.8 Change or Termination of Services. AusCalc reserves the right to refuse to review or prepare a work product for any reason in its sole discretion. Additionally, the availability of Specialists or their ability to meet your work product deadlines is subject to reasonable timing allowed, prompt submission and presentation of documents and your prompt response to inquiries or requests for materials required for your work product(s). AusCalc reserves the right to revoke a delegated additional support Service for any reason in its sole discretion.

3. THIRD PARTY SERVICES

To facilitate Third Party Services, AusCalc may be required to obtain your explicit consent for disclosure or use of your information. By accepting these Third Party Services agreements and consents you authorize AusCalc to use and disclose your information, including name and address, to the third party, for the purpose of making the Third Party Services you choose available to you. For some Third Party Services, we may submit documentation on your behalf using your information to assist you in obtaining a benefit provided by a third party. You acknowledge that AusCalc does not determine success of submittals, and that you are solely responsible for meeting the third party's requirements and complying with applicable laws and regulations. You may need to provide us with your account number, password, and other necessary Login information ("Login Details"). You hereby represent that you have the authority to provide the Login Details to AusCalc and you expressly appoint AusCalc as your, or the third party who owns the Login Details, agent with limited power of attorney to access any Third Party Services on your behalf. You must provide true and accurate information. Your participation in Third Party Services indicates your acceptance of such terms and conditions for such Third Party Services.