Archistar eCheck Smart Pack

Building Code Essentials Agreement (USA)

Parties

Archistar, Inc., a Delaware Corporation, whose address is 3120 Southwest Fwy, Ste 101, Houston, TX 77098 (“Archistar”)

– and –

The Customer identified on the Order Form referring to this Agreement (“Customer”)

WHEREAS

A. Archistar is engaged in the business of developing and commercializing property software solutions and is a world leading provider in the use of AI based generative design solutions.

B. The Customer is a local authority who reviews and approves planning applications.

C. Archistar has developed turnkey compliance tool (“the Platform”) that can automatically check building code compliance.

D. Archistar also provides services relating to the Platform, such as implementation, training and support services.

E. The Customer wishes to use the Platform and to acquire services from Archistar on the terms set out in this Agreement.

For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. OVERVIEW

1.1 Summary

(a) Archistar will provide the Platform to the Customer for the Term in accordance with this Agreement.
(b) Archistar will provide the Services to the Customer in accordance with this Agreement.

1.2 The Agreement

(a) This Agreement includes these standard terms, the details set out the Proposal and any Schedules. This Agreement comes into effect when the Customer correctly completes and signs the Order Form, submits the Order Form to Archistar, and Archistar accepts the Order Form.

1.3 Precedence

(a) In the event of any express inconsistency between the main body of this Agreement, the Schedules and any Statement of Work, the following will prevail in order of precedence:

(i) the Proposal;

(ii) the Order Form; and

(iii) these legal terms.

2. TERM

(a) This Agreement commences on the Commencement Date and continues until the expiry of the Term, unless terminated earlier in accordance with clause 20 or renewed under clause 2(c).

(b) At least 120 days prior to the expiry of the Term, the parties will meet and discuss extending this Agreement and the details of any extension term.

(c) This Agreement automatically extends for extension terms of 1 year each, unless at least 60 days prior to the expiry of the Term, the Customer gives written notice to Archistar that the Customer does not wish this Agreement to automatically extend or Archistar gives written notice to the Customer that Archistar does not wish this Agreement to automatically extend. Each extension term so exercised becomes part of the Term.

3. THE PLATFORM

(a) Archistar will provide the Platform in accordance with the specification and description set out in the Proposal.

(b) The Customer acknowledges that the Platform is being provided online “as a service”. The Customer and Applicants may access the Platform by logging on to the Platform via the Internet. Software will not be physically delivered to the Customer and will not be loaded onto the Customer’s computer systems.

(c) Archistar regularly updates and improves the Platform. Archistar will provide the Customer with reasonable advance notice of such updates and improvements.

(d) To access and successfully use the Platform, the Customer and Applicants must have a fast Internet connection and up-to-date browser software as specified by Archistar.

(e) Archistar will provide access to the Platform in a professional manner and in accordance with good industry practice.

(f) Archistar will ensure that the Platform is of high quality and will operate in accordance with the specifications and requirements in the Proposal.

(g) Archistar will not include in the Platform:

(i) any third-party code or third-party intellectual property without having a valid Intellectual Property Right license or other right to do so; or

(ii) any viruses, timebombs, lockups or backdoors.

(h) The Platform can be configured by the Customer or by Archistar for the Customer.

(i)Archistar will provide the Customer with any documentation reasonably required to use the Platform. Such documentation may be provided online in electronic form.

4. SERVICES

4.1 Provision of the Services

(a) Archistar will provide the Services to Customer in accordance with the provisions of this Agreement including the Proposal and any Schedules.

(b) Archistar will provide the Services in a professional manner in accordance with good industry practice.

(c) Archistar will perform the Services in an efficient and expeditious manner and will ensure that all persons performing any Services are properly trained, qualified and experienced to perform the Services.

(d) In providing the Services, Archistar will comply with all relevant Laws.

4.2 Timeframes

(a) The Platform will be implemented for the Customer in accordance with the high-level implementation timetable set out in the Proposal.

(b) Archistar will supply the Services with the aim to meet any time frames, milestones or dates set out in this Agreement. Unless otherwise stated, all timeframes, milestones and dates are approximate estimates.

(c) Archistar will use reasonable commercial efforts to supply the Services to meet any timeframes, milestones or dates set out in this Agreement.

(d) If no timeframe or milestone for the performance of the Services is set out in this Agreement, then Archistar will perform such Services with reasonable diligence under the circumstances considering the Customer’s known timing requirements.

(e) If Archistar may potentially be late or is late in meeting a timeframe or milestone in this Agreement, Archistar will notify the Customer as soon as reasonably practical and provide the Customer with details of what Archistar believes to the cause of the delay and take every reasonable measure to mitigate any adverse effects contributing to the delay.

(f) The Customer cannot make any claim against Archistar, including for failure to meet any timeframe or milestone, if the Customer does not fulfil the Customer’s obligations or fails to provide any Customer Materials as required by this Agreement.

4.3 Service Levels

Archistar will aim to meet or exceed the services levels set out in the Proposal, if any.

5 CYBER-SECURITY

(a) Archistar’s Cyber-Security procedures and policies are summarized and referenced in the Proposal.

6 COOPERATION

(a) Archistar will act in a professional and cooperative manner when dealing with the Customer and with Applicants.

(b) The parties will always act reasonably and in good faith when dealing with each other.

(c) When Archistar attends the Customer’s premises, Archistar will comply with Customer’s relevant policies and directions known or made known to Archistar including health and safety policies.

(d) Senior representatives from both parties will formally meet every quarter to monitor progress under this Agreement. These meetings may take place by electronic conferencing technology.

(e) The parties will agree on the schedule for regular meetings.

(f) The Customer agrees to prepare for, and attend scheduled or agreed meetings, and actively participate in such meetings as required.

(g) The Customer’s Personnel who attend such meetings must be knowledgeable about the issues relevant to the Customer that are agenda items for such meetings.

(h) The Customer will provide regular feedback to Archistar regarding the Customer’s opinions regarding the Platform and Services.

(i) The Customer will cooperate with Archistar when Archistar is supplying the Services.

(j) The Customer will comply with all reasonable requests or directions of Archistar for the purpose of facilitating the supply of the Services.

(k) Where the Customer is required to review or approve a document or other item, the Customer must do so promptly and if required must provide detailed and considered feedback to Archistar.

7 CUSTOMER MATERIALS

(a) If Archistar requires the Customer to provide Customer Materials, then the Customer Materials are set out the Proposal.

(b) The Customer must provide the Customer Materials to Archistar as and when specified in the Proposal.

(c) If the Customer fails to provide the Customer Materials in a timely manner or as required by the Proposal, Archistar will notify the Customer and Archistar will be relieved of any obligations where such Customer Materials are required for Archistar to perform the Services.

8 ACCEPTANCE

(a) Acceptance will be determined in accordance with the procedure set forth in the Proposal, or as otherwise agreed between the parties.

(b) If no acceptance procedure is specified, then acceptance will occur upon the first of following to occur: (I) the Customer’s written notice of acceptance (which notice may be an e-mail notice to Archistar); or (II) within 20 business days after delivery, provided that the Customer has not issued a notice of non-acceptance in that time frame; or (III) the Customer using the item, Platform or part of the Platform (as the case may be) in a production or live environment.

(c) The Customer may issue a notice of non-acceptance by sending an email to Archistar setting out, in detail, why the Platform is rejected.

(d) Within 30 Business Days (or such other mutually agreed time frame) after receiving notice of non-acceptance, Archistar will, at its own expense, repair, replace, fix or redeliver, the part of the Platform not accepted by the Customer.

(e) If at any time the Platform does not satisfy the requirements of this Agreement, Archistar will at Archistar’s expense, do one or both of the following at Archistar’s option:

(i) modify the Platform to conform to the requirements of this Agreement; or

(ii) provide a workaround solution to the Customer’s reasonable satisfaction that meets the Customer’s requirements.

(f) In respect of the Platform, the Customer:

(i) must rely on its own skill and judgment before using, implementing or relying on the Platform;

(ii) must complete necessary acceptance tests and accept that the Platform meet the Customer’s specifications and requirements prior to using, implementing or relying on the Platform;

(iii) is wholly responsible for the Customer’s use of or reliance upon the Platform; and

(iv) must, where relevant to the Platform, have adequate policies and procedures in place with respect to use of the Platform.

9 LOCATION

(a) The Platform will be hosted in the United States.

(b) The Services may be provided remotely.

(c) Unless explicitly set out in a Statement of Work, there is no requirement for Archistar’s Personnel to reside in or work from the Customer’s premises or the city or location in which the Customer is located.

10 CUSTOMER ACCOUNTS

(a) To access and use the Platform, the Customer must establish one or more customer user accounts, each with a user name and password. The Customer may only establish customer user accounts for its employees, contractors and consultants (“Customer End Users”). The Customer must not establish customer accounts for people who are not its employees, contractors or consultants.

(b) Each Customer End Users must have their own user account and must not allow others to access the software via that Customer End User’s user account. User accounts, access credentials and passwords must not be shared.

(c) The Customer must ensure that user names, access credentials and passwords for its Customer End Users are kept confidential and secure.

(d) The Customer is responsible for all use and activities that occur under the user accounts of Customer End Users, regardless of whether such use and activities are authorized by the Customer.

(e) Archistar is not responsible for unauthorized access to the Customer’s account unless such unauthorized access is the result of Archistar failure.

(f) The Customer is responsible for Customer End Users’ use of the Platform.

(g) The Customer must ensure that all Customer End Users comply with the Customer’s obligations under this Agreement. Archistar may require that each Customer End User agree with legal terms that are not inconsistent with this Agreement before using the Platform.

(h) If the Customer becomes aware of any violation of the Customer’s obligations under this Agreement caused by a Customer End User, the Customer will immediately suspend access to the software by such Customer End User and inform Archistar.

11 APPLICANT ACCOUNTS

(a) To access and use the Platform, each Applicant must establish and maintain an applicant account with Archistar. In doing so, the Applicant must agree to the legal terms located at https://www.archistar.ai/terms-us/ or any replacement or amendment thereto.

(b) The Customer and Archistar are not responsible for the Applicant’s use of the Platform.

12 FEES AND PAYMENTS

(a) The Fees and the timing of payments are set out in the Proposal and the Order Form.

(b) Archistar may only issue invoices to the Customer in accordance with the terms of this Agreement and in accordance with any timeframes for invoicing or payment set out in Proposal. If no timeframe is set out in Proposal, then Archistar will issue invoices at the end of each month.

(d) Each Smart Pack has a yearly subscription Fee, as set out in the Proposal. The Customer must pay the yearly subscription Fee in full in advance at the start of the subscription period. If the Customer has paid the yearly subscription Fee and adds one or more additional Smart Packs, no additional subscription Fee is paid for the period whole the initial subscription is active.

(e) In the Order Form, the Customer may select the option of whether (I) the Applicant pays the fee for a report directly to Archistar (in which case the Customer does not pay the fee for the reports submitted by such Applicants) or (II) the Customer pays to Archistar the Fees for reports submitted by Applicants.

(f) If the Customer selects option 12(e)(II), the customer must also select the number of reports available to the Customer for each year of the Term (a Smart Pack). Archistar will invoice the Customer at the beginning of each year of the Term for each Smart Pack so ordered by the Customer. There are no refunds for unused reports, and no rollover of unused reports to the next year of the Term.

(g) In case of termination or cancellation of a purchased subscription or pre-purchased pack by the Customer without cause during the Term, Archistar will not refund any pre-paid subscription or pre-purchased Smart Pack, and the Customer must pay any unpaid subscription fees for the remainder of the Term.

(h) Subject to the terms of this Agreement, all payments made by the Customer are non-refundable.

(i) The Fees exclude any taxes, sales tax or duties payable in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Archistar, the Customer must pay to Archistar the amount of such taxes or duties in addition to any Fees payable under this Agreement.

(j) Notwithstanding the foregoing, if the Customer has obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, the Customer may provide Archistar with such exemption information, and Archistar will use reasonable efforts to provide the Customer with invoicing documents designed to enable the Customer to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

13 INTELLECTUAL PROPERTY

(a) No Background IP of a party or an Affiliate of a party is transferred or assigned to the other party by virtue of this Agreement. A party must not assert ownership over the other party’s Background IP.

(b) The Platform technology and the Platform (and the Intellectual Property Rights therein) is owned by Archistar Pty Ltd, which is Archistar’s parent company.

(c) Archistar grants to the Customer the right to access and use the Platform technology and the Platform for the Term for the Customer’s purposes and operations.

(d) The data submitted into the platform by the Customer (and the Intellectual Property Rights therein) is owned by the Customer.

(e) The Intellectual Property Rights in the plans and data submitted into the Platform by an Applicant is not transferred to Archistar or the Customer.

(f) The Customer grants to Archistar:

(i) a license for the Term to store, use and modify the data input into the Platform by the Customer to provide the Platform and Services to and for the Customer; and

(ii) a perpetual license to store, use and modify the data input into the Platform by the Customer to improve the Platform and the Platform, for data analytics, and to create data Platforms, but in doing so Archistar must not disclose the data and must anonymize the data.

(g) Any electronic version of any Customer planning codes created by Archistar is owned by Archistar.

(h) Each party must not infringe Intellectual Property Rights when carrying out its obligations under this Agreement.

(i) If a party provides any works to the other party pursuant to this Agreement, that party warrants that the other party’s use of such works as contemplated by this Agreement will not infringe any Intellectual Property Rights. Notwithstanding the foregoing, Archistar makes no warranties regarding the plans and data submitted into the Platform by Applicants.

(j) The Customer must ensure that any data input by Customer into the Platform does not infringe any Intellectual Property Rights or privacy rights or breach any Laws.

(k) The Customer’s rights under this Agreement are only for the Term and do not include the right to access the source code for the Platform.

(l)The Customer must not, except as expressly permitted by this Agreement or by Law:

(i) transfer to any other person any of the Customer’s rights to use the Platform or any documentation for the Platform;

(ii) sell, rent or lease the Platform or any documentation for the Platform;

(iii) create derivative works based on the Platform or any documentation for the Platform;

(iv) use the Platform in a way that violates any Law.

(m) The Customer must obtain Archistar’s consent before conducting load testing or penetration testing of the Platform.

14 CONFIDENTIALITY

(a) Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.

(b) Unless otherwise agreed, Archistar agrees to use the Confidential Information of the Customer solely to carry out Archistar’s obligations and exercise Archistar’ rights under this Agreement.

(c) Unless otherwise agreed, the Customer agrees to use the Confidential Information of Archistar solely to receive the benefit of this Agreement.

(d) Notwithstanding the foregoing, a party may disclose Confidential Information of the other party:

(i) to its legal advisors, accountants, auditors on a confidential need-to-know basis;

(ii) to its Personnel on a confidential need-to-know basis;

(iii) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or

(iv) to the extent required by Law (including FOI or Right To Information laws) or pursuant to a binding order of a government agency or court.

(e) A party who discloses Confidential Information of the other party pursuant to sub-clause (d) above is responsible for the conduct of the disclosee in respect of the Confidential Information.

(f) Subject to the foregoing, Archistar will delete the data that the Customer inputs into the Platform upon written request of the Customer. There is no default retention period.

(g) Unless otherwise agreed in writing between the parties:

(i) the Customer Materials and data input by the Customer into the Platform are Confidential Information of the Customer; and

(ii) the Platform and the details of the pricing set out in the Proposal are Confidential Information of Archistar.

15 PRESS RELEASE

(a) The parties intend to issue a press release regarding this Agreement.

(b) Neither party will make public statements about this Agreement unless both parties agree and approve the public statement.

16 PRIVACY

(a) Each party must comply with all relevant Privacy Laws in respect of any Personal Information that:

(i) one party discloses to the other party; or

(ii) comes into the possession or control of that party arising out of or in relation to the performance of this Agreement.

(b) Unless otherwise agreed by Archistar, the Customer must not provide to Archistar or enter into the Platform any Personal Information.

(c) For the purposes of Privacy Laws, in respect of Personal Information input into the Platform by Applicants, Archistar is a data processor engaged by the Customer and not a data controller, and the Customer is responsible for privacy compliance in respect thereto.

17 SECURITY

(a) Archistar must comply with all reasonable directions of the Customer regarding security. If there are extra costs to Archistar in doing so, Archistar will notify the Customer and the Customer must pay such extra costs.

(b) Incident Response: Archistar may need to communicate with outside parties regarding a Data Breach, which may include contacting law enforcement, fielding media inquiries and seeking external expertise. Data Breaches, especially notification and subsequent communication, will be handled on an urgent basis, as part of Archistar’s communication and mitigation processes.

(c) Data Breach: If Archistar has actual knowledge of a confirmed Data Breach that affects the security of any Customer data, whether or not that is subject to applicable data breach notification law, Archistar will (1) promptly notify the Customer as soon as reasonably possible, and (2) take commercially reasonable measures to address the Data Breach in a timely manner.

18 ACCESS TO CUSTOMER IT SYSTEMS

(a) The Customer may provide Archistar with access to and use of the Customer’s information technology systems, including development, test and production environments (“IT Systems”) to enable Archistar to provide the Platform and the Services.

(b) If Archistar is granted such access and use, Archistar must:

(i) access and use only the part of the IT Systems for which it is specifically authorized and no other part of the Customer’s computer systems;

(ii) access and use the IT Systems only to perform its obligations under this Agreement and not for any other purpose; and

(iii) comply with any policies notified to Archistar by the Customer from time to time in respect of such IT Systems.

19 FORCE MAJEURE

(a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.

(b) The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

20 TERMINATION

(a) Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 21 days after receiving written notice from the terminating party requiring it to do so.

(b) The Customer may terminate this Agreement on notice to Archistar if Archistar ceases to carry on business or becomes insolvent or bankrupt.

(d) The Customer may not suspend this Agreement without Archistar’s written consent. Archistar may suspend provisions of the Services if the Customer is overdue on payment of Fees by more than 21 days.

(e) At the end of the Term, the Customer must cease use of the Platform and Services, unless otherwise agreed by Archistar.

21 WARRANTIES

(a) Each party warrants to the other party that it:

(i) has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement;

(ii) will comply with applicable Laws; and

(iii) will not make any statement that could be reasonably expected to harm the reputation of the other party.

(b) Each party enters into this Agreement in reliance upon these warranties.

22 INDEMNITY

(a) Archistar hereby agrees to indemnify and save harmless the Customer and its respective officials, officers, employees and agents and their respective successors, assigns, heirs and authorized representatives and each of them (in each case an “Indemnified Party”) from and against all costs, losses, claims, damages, actions, and causes of actions (collectively referred to as “Claims“) that an Indemnified Party may sustain, incur, suffer or be put to at any time resulting from (i) any Intellectual Property Rights infringement claim against Indemnified Party due to infringement of the Platform, or (ii) any fraud or willful misconduct by Archistar, excepting always that this indemnity does not apply to the extent, if any, to which the Claims are caused by errors, omissions or negligent acts of an Indemnified Party.

(b) This indemnity is subject to Archistar having control of the conduct and settlement of the Claim and the Customer not making any admissions relating to the Claim.

23 DISCLAIMERS AND LIMITATIONS ON LIABILITY

(a) EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, OR TO THE EXTENT EXPRESSLY SET OUT IN THIS AGREEMENT, ARCHISTAR (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PLATFORM OR SERVICES, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJOYMENT, OR (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

(b) Except to the extent prohibited by Law, neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party whether in contract, tort (including negligence) or otherwise in connection with the Agreement or in connection with the Platform or Services, even if a party has been advised of or is aware of the possibility of such damage.

(c) Subject to clause 23(d) below, except to the extent prohibited by Law, the maximum liability of either party, whether in contract, tort (including negligence) or otherwise in connection with the Agreement or in connection with the Platform or Services (including under an indemnity), is limited to (i) an amount equal to the Fees paid by the Customer to Archistar in the prior 12 month period, or (ii) $250,000, whichever is the greater.

(d) The limitation of liability in clause 23(c) does not apply to liability in relation to:

(i) personal injury, including sickness and death;

(ii) an infringement of Intellectual Property Rights;

(iii) any fraudulent act or omission;

(iv) any obligation to pay Fees or taxes to Archistar.

(e) Without limiting any other provision of this Agreement, Archistar is not liable to the Customer or any other person to the extent that the use of the Platform does not result in any savings.

(f) The parties agree that the waivers and limitations specified in this clause 23 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

(g) A party who suffers Loss must use reasonable steps to mitigate their loss. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate their Loss.

(h) Archistar’s liability under this Agreement will be reduced proportionally to the extent to which any Loss was caused or contributed to by any negligence or willful misconduct of the Customer or the Customer’s Personnel.

24 ASSIGNMENT

(a) A party must not assign or novate, directly or indirectly, any of its rights or obligations under this Agreement without the prior written consent of the other party which must not be unreasonably withheld or delayed.

(b) However, Archistar may assign this Agreement in connection with the sale or reorganization of all or part of Archistar’s business.

25 SUBCONTRACTING

(a) Archistar may subcontract some of Archistar’s obligations under this Agreement.

(b) If Archistar does so, Archistar is responsible for the conduct of the subcontractor.

26 SURVIVAL

(a) Without limiting any other provision of this agreement, clauses 12(c), 13(a), 13(b), 14, 22 and 31, and any other clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

27 ANTI-BRIBERY AND CORRUPTION

(a) Each party represents to the other that neither it, nor any of its representatives have been induced to enter into this Agreement or a Statement of Work, or to cause this Agreement or a Statement of Work to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person.

28 CONFLICTS OF INTEREST

(a) Each party represents to the other that neither it, nor any of its representatives have been induced to enter into this Agreement, or to cause this Agreement to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person.

(b) Each party must take appropriate steps to ensure that the other party is not placed in a position where there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of a party, its officials, officers or Personnel under this Agreement. The parties will disclose to each other the full particulars of any such conflict of interest which may arise.

29 INSURANCE COVERAGE

(a) Archistar warrants that it will maintain sufficient prudent insurance coverage to enable it to meet its obligations created by this Agreement and by Law.

(b) Without limiting the foregoing, to the extent this Agreement creates exposure generally covered by the following insurance policies, Archistar will maintain at its sole cost and expense at least the following insurance during the Term of this Agreement:

(i) Commercial general liability insurance at limits no less than $5 million in aggregate;

(ii) Technical Professional Indemnity insurance at limits no less than $2 million per claim (or $1 million per claim for intellectual property infringement) and not less than $2 million in aggregate; and

(iii) Cyber Liability at limits no less than $5 million per claim and not less than $5 million in aggregate.

c) Archistar will provide evidence of such insurance upon request of the Customer.

30 NOTICES

(a) Any notice required or permitted to be given to Archistar will be sufficiently given if delivered in writing by the Customer personally, by courier or by e-mail to:

ARCHISTAR, INC.

Attention: David Hunt

E-Mail: [email protected]

or his/her designate set out in an “Out of Office” email.

(b) Any notice required or permitted to be given to the Customer will be sufficiently given if delivered in writing by Archistar personally, by courier or by e-mail to the address set out in the Order Form.

(c) Any notice or other communication given (and, in the case of e-mail, confirmed or acknowledged by the recipient) in accordance with this clause will be conclusively deemed to have been given:

(i) if given by personal delivery, on the day of actual delivery thereof;

(ii) if given by courier, on the business day following confirmation by the courier that the notice has been delivered; and

(iii) if given by e-mail, on the day of transmission if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

(d) Notices must not be given by fax.

31 GENERAL

(a) This Agreement contains the entire agreement between the parties with respect to its subject matter.

(b) This Agreement may only be amended only by another written agreement executed by both parties.

(c) No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

(d) The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by Law or any other agreement.

(e) This Agreement does not create a relationship of employment, agency, partnership or trust between the parties. Unless explicitly stated in a written agreement, a party has no authority to bind the other party to any legal obligations.

(f) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

(g) Any claim for breach of contract or breach of warranty must be notified to the other party within 90 days of the breach occurring, and any lawsuit relating to such breach must be filed within 1 year of the breach occurring.

(h) Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

(i) This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

(j) In the event of a dispute under this Agreement the parties will use commercially reasonable efforts to resolve such dispute including referring such dispute to successively higher levels of management within each party. If a dispute is not resolved in accordance with the foregoing, the parties may agree to have the dispute resolved by way of a formal mediation. If, despite the foregoing, a dispute is still not resolved, either party may commence a legal action in the courts of New York, in which case such courts will have exclusive jurisdiction to determine all disputes arising under this Agreement and the parties now irrevocably agree to submit all disputes to the courts of new York for resolution.

(k) This Agreement will be governed by the laws of the State of New York.

32 DEFINITIONS AND INTERPRETATION

32.1 DEFINITIONS

The following definitions apply unless the context requires otherwise.

Affiliate means any person that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with, the specified person.

Applicant means a person who submits, via the Platform, plans for building code compliance assessment by the Customer.

Background IP means the Intellectual Property Rights of a party or an Affiliate of a party that exists as at the Commencement Date.

Consequential Loss means any indirect or consequential Loss, including any loss of profits, loss of revenue, loss of or damage to data, loss of contract value, loss of anticipated savings, loss of opportunity, and loss of reputation or goodwill.

Confidential Information means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement.

Confidential Information does not include information which party can demonstrate by written records was:

(a) already known to that party;

(b) received by that party from a third party not under a duty of confidence; or

(c) independently developed by that party by people who did not have access to the Confidential Information of the other party.

Customer End Users is defined in clause 10.

Customer Materials are materials to be provided by the Customer to Archistar as set out in the Proposal.

Data Breach means the unauthorized access by a non-authorized person that results in the use, disclosure or theft of Customer unencrypted Personal Information or Customer Confidential Information.

Effective Date means start date set out in the Order Form.

Fees means the fees and expenses set out in this Agreement, including in the Proposal and Order Form.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know-how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non-assignable.

Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments, and includes any Privacy Laws.

Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.

Order Form means the Order Form in Schedule B of the Proposal, when completed and signed by the Customer and accepted by Archistar.

Personal Information means information about a living human person.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent or other person under the person’s direct or indirect control and includes any subcontractors.

Platform means the Archistar software-as-a-service platform described in the Proposal.

Privacy Laws means Laws that protect Personal Information.

Proposal means the written proposal provided by Archistar to the Customer titled “Archistar eCheck – Smart Pack Info Pack – – Building Code Essentials” or similar.

Services are specified in the Proposal.

Term is set out in the Order Form as the contract term, and includes any extension terms under clause 2(c).

32.2 INTERPRETATION

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

(a) the singular includes the plural and conversely;

(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(d) a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;

(e) a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;

(f) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

(g) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;

(h) a reference to includes, means includes without limitation; and

(i) all references to $ are to United States dollars, unless otherwise specified.