Prairie Sky Outdoor Hospitality Advisors

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Prairie Sky Outdoor Hospitality Advisors

PRAIRIE SKY OUTDOOR HOSPITALITY ADVISORS

TERMS AND CONDITIONS FOR ADVISORY SERVICES

Version 1.1 | Effective Date: 4-1-2026

These Terms and Conditions ("Terms") govern all strategic advisory services provided by Prairie Sky Outdoor Hospitality Advisors ("PSOHA") to any client ("Client") under any quote, proposal, invoice, or engagement that references or incorporates these Terms. By accepting any PSOHA quote, checking any acceptance box, making payment, or engaging PSOHA for services, Client agrees to these Terms in their entirety. Payment reserves project scheduling, but PSOHA’s services do not commence until the client has signed the formal Terms & Conditions or Services Agreement.

Section 1 — Nature and Scope of Services

1.1 Advisory Services Only. PSOHA provides strategic advisory services related to outdoor hospitality development, which may include pre-development advisory reviews, regulatory feasibility assessments, risk identification analyses, development risk audits, advisory memoranda, and informational research ("Services"). All Services are advisory and informational in nature only.

1.2 Not a Licensed Professional Firm. PSOHA is not, and shall not be construed to be, a law firm, legal advisor, engineering firm, architectural firm, surveying firm, permitting expeditor, code official, environmental consultant, certification agency, or licensed design professional of any description. PSOHA does not practice law, engineering, architecture, surveying, or any other licensed profession in any jurisdiction. Nothing in any PSOHA work product, communication, or engagement constitutes legal advice, legal analysis, a legal opinion, an engineering determination, an architectural review, a code compliance certification, a permitting guarantee, or a certification of any kind.

1.3 No Unauthorized Practice of Law. Client agrees not to represent to any governmental body, lender, investor, or third party that any PSOHA work product constitutes a legal opinion, legal analysis, or professional certification. Client acknowledges that any regulatory feasibility review, risk memo, or advisory deliverable provided by PSOHA is informational only and does not reflect or constitute legal interpretation of applicable statutes, ordinances, or regulations.

1.4 Scope Limited to Quote or Invoice. The Services for any engagement are strictly limited to those expressly described in the applicable quote or invoice. No service, deliverable, task, or function not expressly described in the applicable quote or invoice is included. Any expansion of scope requires a written change order signed by an authorized representative of PSOHA before additional work commences. Verbal authorizations, informal requests, or email discussions about additional services do not expand PSOHA's scope and are not binding.

Section 2 — Preliminary Nature of Work Product

2.1 Advisory and Informational Only. All PSOHA work product — including memos, reports, assessments, analyses, presentations, data compilations, spreadsheets, and all other deliverables ("Work Product") — is preliminary, informational, and advisory in nature. Work Product does not constitute a final determination on any regulatory, legal, engineering, financial, or permitting matter.

2.2 Based on Available Information. Work Product is prepared based solely on information available to PSOHA at the time of preparation, which may be incomplete, subject to change, or based on publicly available sources that may contain errors. PSOHA does not independently verify all underlying source materials.

2.3 Regulatory Conditions May Change. Regulatory interpretations, agency positions, zoning designations, permitting requirements, environmental standards, health and safety requirements, and site conditions are subject to change at any time, including after PSOHA delivers Work Product. PSOHA has no obligation to update Work Product after delivery to reflect subsequent changes in law, regulation, or agency position.

Section 3 — No Guarantee; No Representation of Outcome

PSOHA makes no representation, guarantee, warranty, or assurance, express or implied, regarding: the approval or denial of any permit, entitlement, license, or government authorization; the classification or regulatory status of any property or proposed use; the feasibility or commercial viability of any project; the accuracy of any cost estimate, revenue projection, or financial analysis; the availability of financing, investment, or insurance; the time required for any governmental or regulatory process; or the success, profitability, or completion of any development, construction, or operational project. No statement, memo, assessment, or communication from PSOHA shall be construed as a guarantee or assurance of any project outcome.

Section 4 — Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PSOHA'S SERVICES AND WORK PRODUCT ARE PROVIDED ON AN "AS-IS, AS-AVAILABLE" BASIS. PSOHA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR COMPLETENESS. PSOHA DOES NOT WARRANT THAT ITS WORK PRODUCT IS FREE FROM ERROR, CURRENT AS OF ANY DATE AFTER DELIVERY, OR SUITABLE FOR ANY SPECIFIC INVESTMENT, DEVELOPMENT, PERMITTING, PURCHASE, OR FINANCING DECISION.

Section 5 — Anti-Reliance; Client's Duty to Verify

CLIENT EXPRESSLY ACKNOWLEDGES, REPRESENTS, AND AGREES AS FOLLOWS:

(a) No Sole Reliance. PSOHA's Work Product is advisory and preliminary only. Client shall not rely solely upon PSOHA's Work Product in making any investment, acquisition, development, construction, permitting, financing, or operational decision of any kind.

(b) Duty to Independently Verify. Client is solely responsible for independently verifying all facts, regulatory requirements, agency positions, site conditions, financial projections, and legal conclusions contained in or reflected by PSOHA's Work Product, by retaining and consulting qualified licensed professionals, including without limitation licensed attorneys, licensed engineers, licensed architects, licensed surveyors, and environmental professionals appropriate for the specific matter.

(c) Client's Final Responsibility. All final decisions regarding investment, acquisition, design, construction, permitting, and development are Client's sole responsibility. PSOHA's advisory services do not transfer or reduce Client's responsibility to exercise independent judgment and engage appropriate professionals.

(d) No Pre-Contractual Reliance. Client has not relied, and agrees it will not rely, on any representation, statement, or promise of PSOHA that is not expressly set forth in these Terms or the applicable quote or invoice. This provision is intended to reduce the risk of claims based on pre-contractual representations, including claims of negligent misrepresentation, to the fullest extent permitted by Kansas law.

(e) Acknowledgment of Regulatory Risk. Client acknowledges that outdoor hospitality development involves complex, unpredictable, and frequently evolving regulatory, permitting, and governmental environments, and that PSOHA's advisory services reduce but do not eliminate those risks.

Section 6 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PSOHA'S AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO ANY ENGAGEMENT — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PSOHA UNDER THE SPECIFIC QUOTE OR INVOICE GIVING RISE TO THE CLAIM.

THE PARTIES EXPRESSLY INTEND THIS LIMITATION TO APPLY TO CLAIMS BASED ON NEGLIGENT PERFORMANCE OF ADVISORY SERVICES, INCLUDING CLAIMS OF NEGLIGENT MISREPRESENTATION, TO THE FULLEST EXTENT PERMITTED BY KANSAS LAW. This limitation applies to all claims, including claims based on errors, omissions, inaccuracies, or alleged negligence in the performance of Services.

If a court declines to enforce this limitation as applied to a particular claim, the parties agree that PSOHA's liability for that claim shall be reduced to the maximum amount permitted by applicable law.

Section 7 — Waiver of Consequential and Other Damages

IN NO EVENT SHALL PSOHA BE LIABLE FOR ANY OF THE FOLLOWING CATEGORIES OF LOSS OR DAMAGE, REGARDLESS OF THE FORM OF ACTION, REGARDLESS OF WHETHER PSOHA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES, AND REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED:

  • Indirect, incidental, special, consequential, exemplary, or punitive damages of any kind;

  • Lost profits, lost anticipated revenues, or lost return on investment;

  • Lost business opportunity or loss of anticipated project economics;

  • Costs of financing, loan interest, carrying costs, or credit facility losses;

  • Delay damages, construction schedule extension costs, or extended overhead;

  • Costs related to land held pending permitting, entitlement, or development approval;

  • Project abandonment losses, write-offs, impairment charges, or opportunity costs;

  • Losses arising from changes in governmental agency positions, interpretations, or regulations after delivery of Work Product;

  • Third-party claims asserted against Client arising from any development project;

  • Losses caused by errors, omissions, or negligence of third-party licensed professionals, contractors, governmental officials, or others not employed by PSOHA;

  • Any other economic loss that does not directly and immediately result from PSOHA's specific performance of the Services.

This waiver of consequential and other damages is a material element of the basis of the bargain between the parties and shall apply even if any limited remedy fails of its essential purpose.

Section 8 — Restricted Use of Work Product; No Third-Party Reliance

8.1 Internal Use Only. All Work Product is prepared solely for the internal use of the Client identified in the applicable quote or invoice, and solely in connection with the specific project or engagement described therein. Client may not distribute, publish, share, disclose, post, or make available PSOHA's Work Product to any third party without prior written consent from PSOHA.

8.2 No Third-Party Rights or Reliance. PSOHA expressly disclaims any duty of care, responsibility, or liability to any third party arising from access to, receipt of, or reliance upon any PSOHA Work Product, whether or not PSOHA consented to such sharing. Any third party who obtains access to PSOHA Work Product does so without PSOHA's authorization and at such third party's sole risk. No third party shall have any right to rely on PSOHA's Work Product for any purpose. These Terms are for the sole benefit of PSOHA and the identified Client; no third-party beneficiary rights are created.

Section 9 — Governmental and Agency Positions

PSOHA's regulatory feasibility and risk advisory work reflects PSOHA's general understanding of the regulatory landscape based on publicly available information at the time of preparation. PSOHA is not responsible for: agency decisions or changes in agency interpretation made after delivery of Work Product; undisclosed or non-public agency positions or informal guidance; changes in law, regulation, ordinance, or policy occurring after delivery of Work Product; variations in local, county, state, or federal permitting requirements by jurisdiction or by individual reviewing official; or any governmental action, inaction, delay, or reversal. PSOHA shall not be liable for any loss or damage caused by events outside PSOHA's reasonable control, including governmental action, regulatory change, agency reinterpretation, court decisions, changes in law, or force majeure events.

Section 10 — Entire Agreement; Integration; Anti-Reliance

These Terms, together with the applicable quote or invoice that references or incorporates these Terms, constitute the entire agreement between PSOHA and Client with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral representations, proposals, understandings, and agreements. Client expressly acknowledges that it has not relied on any representation, statement, projection, or promise of PSOHA — whether made in a sales call, email, meeting, proposal, or otherwise — that is not expressly set forth in these Terms or the applicable quote or invoice. No modification of these Terms shall be valid unless in writing and signed by an authorized representative of PSOHA.

Section 11 — Governing Law; Dispute Resolution; Venue

These Terms are governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict-of-law principles. Any legal action or proceeding arising out of or related to these Terms or any PSOHA engagement shall be brought exclusively in the state or federal courts located in Shawnee County, Kansas. Each party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection based on inconvenient forum. Prior to initiating any litigation, the parties agree to attempt resolution through direct good-faith negotiation for not less than thirty (30) days from written notice of the dispute.

Section 12 — Contractual Limitation of Actions

Any claim by Client arising out of or related to PSOHA's Services or Work Product must be brought within one (1) year from the date PSOHA delivered the specific Work Product or completed the specific Services giving rise to the claim, or within one (1) year from the date Client discovered or reasonably should have discovered the alleged error or omission, whichever is earlier. Any claim not brought within this period is permanently waived and barred. Both parties expressly agree to this shorter limitation period as a material element of the basis of the bargain, acknowledging that it is shorter than any applicable statutory limitation period.

Section 13 — Severability; Survival; Amendment

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified only to the minimum extent necessary to make it enforceable; if it cannot be so modified, it shall be severed, and the remaining provisions shall remain in full force and effect.

Survival. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive the completion, expiration, or termination of any engagement between PSOHA and Client.

Amendment. PSOHA may amend these Terms prospectively by posting revised Terms at prairieskyadvisors.com/terms with an updated effective date. Amendments apply only to new engagements accepted after the posting date.