Master Subscription Agreement

This Master Subscription Agreement ("Agreement") is between BIMstream, Inc. ("BIMstream") and the customer identified in the BIMstream Order Form ("Customer"). This Agreement governs Customer's use of BIMstream's proprietary CERQA software-as-a-service product ("Platform") and any related professional services described in an Order Form ("Professional Services").

By accepting this Agreement on behalf of Customer, you represent that you have authority to bind Customer and its affiliates. If you lack such authority, or if you do not agree to this Agreement, you may not accept or use the Platform or the Service (defined below).

1. SCOPE

Subject to the terms and conditions of this Agreement, BIMstream will provide Customer and its Authorized Users access to BIMstream's CERQA Platform. CERQA is a proprietary software-as-a-service platform for providing tools and services for Reality Capture and Digital Twin (Building Information Modeling, or "BIM") applications. It enables the cloud-based creation, storage, and management of Digital Twins, associated technical files, and architectural drawings. BIMstream may provide Professional Services and/or documents or other materials ("Documentation"), which together with the Platform form the "Service."

The Service to be provided will be set out in one or more Order Forms, each incorporated into this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the conflict.

"Authorized User" means any Customer-designated individual or affiliate with an account to access the Platform, including employees, contractors, and service providers. Customer authorizes BIMstream to make account modifications on behalf of Customer or its Authorized Users in accordance with their instructions.

2. PROPRIETARY RIGHTS

a. License. During the Term, BIMstream grants Customer a non-exclusive, non-transferrable, and non-sublicensable license for Authorized Users to access and use the Service solely for Customer's internal business use. Customer and its Authorized Users may upload content for processing by the Platform and receive corresponding outputs. Customer is solely responsible for all uploaded content and outputs. Uploaded content and outputs constitute "Customer Data" and "Confidential Information" as defined below.

b. Restrictions. Customer and its Authorized Users may not: (i) copy, modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform or any part of the Platform; (ii) sell, rent, lease, sublicense, or otherwise provide the Service or access credentials to the Platform to any third party; (iii) use the Platform for any purpose outside the scope of internal business use as permitted herein; (iv) circumvent or attempt to circumvent any technical restrictions or license restrictions, security features, or access controls implemented in the Platform; (v) use the Service in any manner that violates this Agreement, third-party rights, or any applicable law, rule, or regulation; or (vii) access the Service to build or support a competitive product or service; or modify, copy, republish, distribute, or share with any third-party any Documentation.

Customer is responsible for the use or misuse of the Service by Authorized Users. Any action taken or breach of this Agreement by an Authorized User will be deemed an action taken or a breach of this Agreement by Customer. Customer must safeguard all Customer and Authorized User access credentials and Customer is responsible for all actions taken with such access credentials.

c. Ownership. Except for the license in Section 2(a), BIMstream retains all rights, title, and interest in and to the Service, BIMstream Works (defined below), and aggregated, de-identified data about Service usage and performance ("Diagnostic Data"). No rights are granted except as expressly set forth in this Agreement, and no implied licenses are granted under this Agreement.

d. Customer Data. As between the parties, Customer owns all data, information and other materials transmitted to or through the Platform (except for Diagnostic Data and Feedback) by Customer or Authorized Users ("Customer Data"). Customer grants BIMstream a non-exclusive license to host, copy, process, and transmit the Customer Data solely to provide and improve the Service.

e. Feedback. Customer may provide BIMstream, directly or indirectly, feedback, analysis, suggestions, or comments regarding the Service ("Feedback"). BIMstream may use Feedback without any restriction or obligation.

f. Suspension. BIMstream may suspend, terminate, or limit Customer's or Authorized Users' access to the Service, and/or restrict, disable, or quarantine any Customer Data if BIMstream reasonably determines that (i) the Service is being used by Customer or its Authorized Users in violation of this Agreement; (ii) the Service is being used by Customer or its Authorized Users in an unauthorized or fraudulent manner; (iii) the use of the Service by Customer or its Authorized Users adversely affects BIMstream's equipment or its service to others; or (iv) any payment under this Agreement is more than fifteen (15) days overdue.

3. PROFESSIONAL SERVICES

BIMstream will provide Professional Services as described in any Order Form. In performing such services, BIMstream may create software, works of authorship, custom modules, configurations, scripts, integrations, or other deliverables, not including any Customer Data (collectively, "BIMstream Works").

Subject to timely payment of Fees, BIMstream grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use BIMstream Works incorporated into the Service solely as necessary to use the Service under this Agreement. The Platform, Documentation, and Professional Services are not "work-for-hire" unless explicitly designated as such in the applicable Order Form.

Customer will reasonably cooperate with BIMstream in connection with Professional Services and remains solely responsible for its use of the Service.

4. EVALUATION OF USE

a. Trial Period. BIMstream may make the Service available to Customer for evaluation purposes free of charge until the earlier of: (i) the end of the free trial period as stated on the Order Form; (ii) the start of any purchased access to the Service through an Order Form; or (iii) termination by BIMstream in BIMstream's sole discretion (the "Trial Period").

b. No Warranty During Trial Period. Notwithstanding Section 8, during the Trial Period the Service is offered "as is," and BIMSTREAM MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, AND BIMSTREAM HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

c. No Indemnification During Trial Period. Notwithstanding Section 10 (Indemnification), during the Trial Period, Section 10(b) (Indemnification by BIMstream) will not apply.

5. FEES

a. Payment. Customer will pay BIMstream the fees set forth in the Order Form ("Fees"). Fees are due upon receipt of BIMstream's invoice and are non-cancellable and non-refundable. Late payments accrue interest at one and a half percent (1.5%) per month (or the maximum rate allowed by law) from the due date until paid.

b. Taxes. Fees exclude all taxes, levies, and duties ("Taxes"). Customer is responsible for all Taxes associated with the rights and benefits it receives under this Agreement. If BIMstream is legally required to pay or collect Taxes for which Customer is responsible, BIMstream will invoice Customer for such amounts.

6. CONFIDENTIAL INFORMATION

a. Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked "confidential" or should reasonably be understood as confidential given its nature and the circumstances. BIMstream's Confidential Information includes pricing, non-public aspects of the Service, its interface, design, layout, specifications, documentation, and technical information. Confidential Information does not include information that (i) is or becomes public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

b. Protection. The Receiving Party will protect the Disclosing Party's Confidential Information with at least the same care it uses for its own confidential information, but no less than reasonable care. Confidential Information may be used only to perform obligations or exercise rights under this Agreement. The Receiving Party will limit access to Confidential Information of the Disclosing Party to its and its affiliates' employees, contractors, or agents who need access to perform obligations under this Agreement and who are bound to confidentiality terms at least as restrictive as those in this Agreement. Neither party may disclose the terms of this Agreement to any third party (other than its affiliates, legal counsel, or accountants) without the other party's prior written consent.

c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided it gives prior notice (to the extent legally permitted) and reasonable assistance at the Disclosing Party's expense to contest the disclosure.

7. TERM AND TERMINATION

a. Term. This Agreement begins on the date that Customer first enters into an Order Form and continues until all Order Forms have expired or are terminated (the "Term").

b. Termination for Breach. Either party may terminate this Agreement with thirty (30) days' prior written notice if the other party materially breaches this Agreement and fails to cure within that period.

c. Effect of Termination. Upon expiration or termination of this Agreement, all licenses granted to Customer in Sections 2(a) and 3 (Professional Services) will immediately end, and all outstanding Fees become immediately due.

d. Survival. Sections 2(b)-(f), 4, 5, 6, 7(c)-(d), 8, 9, 10, 11, and all defined terms used in those Sections will survive any expiration or termination of this Agreement.

8. REPRESENTATIONS AND WARRANTIES

a. Mutual. Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (ii) it has the authority to enter into this Agreement and to grant the rights and perform its obligations herein; (iii) the execution of this Agreement has been duly authorized by all necessary corporate or organizational action of the party; and (iv) once executed, this Agreement will be a valid, binding obligation, enforceable in accordance with its terms.

b. BIMstream. BIMstream represents and warrants that it will use commercially reasonable efforts to make the Service available during the Term, except for planned downtime and unavailability caused by force majeure events (including, but not limited to, natural disasters, governmental actions, network failures, or malicious attacks).

c. Customer. Customer represents and warrants that: (i) it owns or has sufficient rights to the Customer Data to grant the license in Section 2(d); (ii) its use of Customer Data through the Service does not and will not infringe or violate any third-party rights, contracts, or laws; and (iii) it will not upload personally identifiable information or sensitive or special categories of information as defined in applicable data protection laws, including but not limited to the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.) and the European Union Regulation 2016/679 ("GDPR"), to the Platform. Customer's responsibilities as set forth in this Section and this Agreement will remain the sole responsibility and liability of Customer notwithstanding that BIMstream may offer Documentation, advice, guidance or suggestions relating to any of the matters that are Customer's responsibility and notwithstanding that BIMstream may be engaged to provide services related to such responsibilities of Customer.

d. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, BIMSTREAM MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND BIMSTREAM HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES. WITHOUT LIMITING THIS SECTION 8(d), (I) BIMSTREAM SHALL HAVE NO LIABILITY FOR CUSTOMER'S OR ITS AUTHORIZED USERS' USE OF CUSTOMER DATA; (II) DOCUMENTATION ARE PROVIDED BY BIMSTREAM FOR CONVENIENCE ONLY AND CUSTOMER SHOULD CONFER WITH ITS OWN COUNSEL AS TO WHETHER ANY LANGUAGE IN THE DOCUMENTATION IS SUFFICIENT FOR LEGAL PURPOSES OR TO MEET CUSTOMER'S OBLIGATIONS UNDER APPLICABLE LAWS; AND (III) CUSTOMER MAY NOT RELY UPON THE PROVISION OF SAMPLE LANGUAGE OR OTHER CONTENT IN ANY TEMPLATE AS A REPRESENTATION THAT SUCH LANGUAGE OR CONTENT SATISFIES ANY APPLICABLE LEGAL REQUIREMENTS.

9. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 10 AND CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5, (I) IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES THAT CUSTOMER HAS PAID TO BIMSTREAM DURING THE TERM; AND (II) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. This Section 9 will not apply to any actual or alleged infringement by Customer or any Authorized User of BIMstream's intellectual property or other proprietary rights.

10. INDEMNIFICATION

a. Customer. Customer will indemnify, defend, and hold harmless BIMstream, its affiliates, and their respective affiliates, officers, employees, and contractors officers (each, a "BIMstream Released Party") from any third-party claim, investigation, or proceeding (each, a "Third-Party Claim") arising out of or in connection with any (i) use of the Service by Customer or its Authorized User in violation of this Agreement or BIMstream's Terms of Service at https://cerqa.cloud/terms (ii) breach of Customer's representations or warranties (including Section 8(c)); or (iii) Customer Data uploaded, transmitted, or generated to or through the Service. Customer will indemnify and defend each BIMstream Released Party from the Third-Party Claim and hold such parties harmless from all penalties, losses, liabilities, damages, costs, and expenses (including, reasonable attorneys' fees, and settlements costs). This Section 10(a) states Customer's entire and sole liability for Third-Party Claims.

b. BIMstream. BIMstream will indemnify, defend, and hold harmless Customer and its affiliates, officers, employees, and contractors (each, a "Customer Released Party") from any Third-Party Claim alleging that the Platform infringes such third party's patent rights. If such a claim arises, BIMstream may, at its sole option and expense: (i) procure the right for Customer to continue using the Platform; (ii) modify or replace the Platform with substantially similar functionality; or (iii) if the foregoing are not commercially practicable, terminate this Agreement and refund Customer a pro-rata share of the Fees.

Notwithstanding the foregoing, BIMstream will have no liability for a Third-Party Claim arising out of or resulting from (i) Customer's or its Authorized User's breach of this Agreement; (ii) any modification, alteration, or addition made to the Platform by Customer or any Authorized User, including any combination of the Platform with software not provided by BIMstream; or (iii) Customer Data. This Section 10(b) states BIMstream's entire and sole liability for Third-Party Claims.

c. Procedure. The party seeking indemnification under this Section ("Indemnified Party") must promptly notify the other party ("Indemnifying Party") of any claim for which the Indemnified Party seeks indemnification (failure to do so only excusing the Indemnifying Party to the extent of material prejudice). The Indemnifying Party will, at its own expense, defend the Indemnified Party with legal counsel reasonably acceptable to the Indemnified Party and will have sole control of the defense and settlement, provided it may not settle without the Indemnified Party's prior written consent unless the settlement is solely monetary and fully covered. The Indemnified Party will reasonably cooperate (at the Indemnifying Party's expense) and may participate in the defense through its own legal counsel at its own cost, or at the Indemnifying Party's cost if the Indemnifying Party fails to defend.

11. MISCELLANEOUS

a. Third-Party Products. Customer's use of third-party products or services that integrate with the Service is at Customer's sole discretion and governed only by the applicable third-party terms. If Customer enables or provides access to such third-party products or services, Customer authorizes transmission of and access to Customer Data as directed. BIMstream does not control, support, or warrant third-party products or services, even if identified by BIMstream or implemented or configured by BIMstream at Customer's direction.

b. Injunctive Relief. Customer agrees that any actual or threatened breach of this Agreement may cause BIMstream irreparable harm, entitling BIMstream to seek injunctive relief in addition to other legal remedies.

c. Assignment. This Agreement binds and is for the benefit of each party's successors and permitted assigns. Neither party may assign this Agreement or any rights under it, without the other party's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, in which case no consent is required. Any other assignment is void.

d. Export Compliance. Customer acknowledges that the Platform, including any associated technical data, documentation, and underlying technology, may be subject to export control laws and regulations of the United States and other applicable jurisdictions, including but not limited to the United States Export Administration Regulations (EAR) and trade sanctions administered by the United States Department of Treasury's Office of Foreign Assets Control (OFAC). Customer represents and warrants that it: (i) is not located in or acting on behalf of any individual, entity, or country that is subject to United States embargoes or trade sanctions; (ii) is not listed on any United States government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List, Entity List, or Denied Persons List; and (iii) will not export, re-export, release, or transfer the Platform or any portion of the Platform to any country, individual, or entity in violation of applicable export laws or regulations.

e. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect.

f. Governing Law; Jurisdiction. This Agreement will be governed by and construed under the laws of the Commonwealth of Massachusetts without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts, and the parties agree to waive all rights to challenge the foregoing.

g. Entire Agreement; Amendments; Waivers. This Agreement, including any related Order Form(s), constitute the entire agreement between the parties with respect to the subject matter set forth herein and supersedes any previous, or contemporaneous communications, whether oral or written, express or implied. The terms of any Customer-generated purchase order or any terms presented in connection with any vendor management tool (e.g., vendor payment portal) will be void and shall have no legal effect. BIMstream may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted by Customer and become effective thirty (30) days after such notice (the "Proposed Amendment Date"), unless Customer objects in writing, in which case the amendment applies upon the next renewal unless Customer elects not to renew. Continued use of the Service after an amendment takes effect constitutes acceptance. All other modifications or waivers must be in writing and signed by both parties.

h. Notices. Any notice required or permitted to be given under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the Order Form and with the appropriate postage affixed; or (ii) sent via electronic mail to partners@bimstream.com in the case of BIMstream and to the address or email provided in the Order Form, in the case of Customer. Either party may change its address for receipt of notice by notice to the other party in accordance with this section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, or on the same day an electronic mail is sent to the recipient.

i. Marketing. BIMstream may use Customer's name and logo to identify Customer as a BIMstream customer on its website or in other media. Customer may revoke this right by written notice if such use is derogatory, defamatory, or harmful to Customer's business or reputation.