CE ONESOURCE MASTER SUBSCRIPTION AGREEMENT

IMPORTANT — NEW TERMS MAY APPLY

PLEASE READ THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE CE ONESOURCE PLATFORM. BY EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING THE CE ONESOURCE PLATFORM, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THEM.

If you are signing up for the Service (as defined in Section 1 below) on behalf of a company, you represent that you are duly authorized to represent that company and to accept this Agreement on its behalf. By your acceptance, a binding contract is formed between Community Engagement OneSource, LLC ("CE OneSource") and the company. CE OneSource may modify this Agreement in the future; however, Customer is only subject to modified terms upon renewal of the Service. If you are entering into this Agreement on behalf of your company, the terms "You," "Your," and "Customer" mean your company and all of its employees. If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company, you agree that you are personally bound, and "You," "Your," and "Customer" mean you.

IF THE COMPANY YOU REPRESENT, OR YOU, DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT EXECUTE A SALES ORDER FORM INCORPORATING THIS AGREEMENT AND DO NOT USE THE SERVICE.

1. Definitions.

1.1 "Agreement" means, collectively, this Master Subscription Agreement, the attached exhibits hereto, and any Order Form executed by the parties, each of which is incorporated herein by this reference.

1.2 "Customer Data" means any Customer-specific data, materials, or content provided or submitted to or through the Service.

1.3 "Confidential Information" means this Agreement, the CE OneSource Technology, CE OneSource pricing information, Customer Data, and any other information disclosed by one party ("Discloser") to the other ("Recipient") hereunder.

1.4 "Content" means building plans, warranty and claim records, photos, images, cut sheets, documents uploaded by Users, and any annotations, notes, or other written or electronic additions to those documents.

1.5 "Documentation" means the online help CE OneSource provides for use with the Service.

1.6 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade name, domain name right, trade secret, know-how, or other intellectual property rights, and all similar or equivalent rights or forms of protection, anywhere in the world.

1.7 "Order Form" means a document that details the Service(s) to be provided by CE OneSource, the associated fees, and other related details. If multiple Order Forms apply, each will have its own unique identifier. All duly executed Order Forms are incorporated herein by this reference. Each Order Form defines a separate contract particular to that order, incorporating this Agreement by reference, and may contain additional terms mutually agreed in writing that apply specifically to that order. Customer agrees each Order Form will be signed by a representative having authority to bind Customer, and CE OneSource may presume such authority. In the event of a conflict, the Order Form controls over this Agreement with respect to the specific matter addressed.

1.8 "Service(s)" means the SaaS-based CE OneSource platform provided pursuant to an Order Form, including its warranty, operations, and related modules.

1.9 "Professional Services" means implementation, configuration, and/or training services provided by CE OneSource to Customer pursuant to an Order Form.

1.10 "Service Term" means the Order Form-specified period during which the Service is available.

1.11 "CE OneSource Technology" means CE OneSource's proprietary software and other technology provided via the Service, including any enhancements, modifications, and derivative works thereto, and any and all suggestions, ideas, enhancement requests, and feedback relating thereto.

1.12 "User" means Customer's or its affiliates' employees, contractors, or agents whom Customer expressly authorizes to use the Service.

2. Provision of Service.

2.1 Provision of Service; Access Right. Subject to this Agreement, during the applicable Service Term CE OneSource will provide Customer and its Users with the Service, purchased on a subscription basis, as described on one or more Order Forms. Customer will designate User accounts and, subject to law, may change or delete credentials for any of its Users. CE OneSource may update the content, functionality, and user interface of the Service from time to time; although CE OneSource may substitute substantially equivalent features, it will not materially reduce the function of the Service. Subject to Customer's compliance with this Agreement, CE OneSource grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license to install and use the mobile application, the CE OneSource website, and other elements of the Service solely for Customer's internal business use. CE OneSource reserves all rights not expressly granted.

2.2 Service Level. CE OneSource shall maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. CE OneSource will (a) make the Service and Content available to Customer pursuant to this Agreement and applicable Order Forms; (b) provide standard support for the Service at no additional charge; and (c) use commercially reasonable efforts to make the online Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which CE OneSource shall give at least 24 hours' electronic notice and which it shall schedule, to the extent practicable, during weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time); (ii) emergency updates; and (iii) any unavailability caused by circumstances beyond CE OneSource's reasonable control, including an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving CE OneSource employees), Internet service provider failure or delay, hosting service failure, non-CE OneSource application failure, or denial-of-service attack.

2.3 Customer Responsibilities. Customer will abide by all applicable laws, treaties, ordinances, and regulations regarding use of the Service. Customer is responsible and liable for the acts and omissions of all Users, and for all access to and use of the Service under any User ID registered to Customer's account. Customer acknowledges that its access information, including User IDs and passwords, is Customer's "key" to the Service, and Customer is responsible for maintaining the confidentiality of such access information. Customer is responsible for the accuracy, quality, and legality of the Content and the means by which Customer acquired it. Customer's responsibilities regarding registration, protection of credentials, user restrictions, and Content are set forth in this Agreement.

2.4 Load Testing and Use of Robots. Customer may not, without the prior written consent of CE OneSource's security officer, (i) conduct security, integrity, penetration, vulnerability, or similar testing on the Service; (ii) use any software tool designed to automatically emulate the actions of a human user (commonly referred to as robots) in conjunction with the CE OneSource Technology; or (iii) attempt to access the data of another CE OneSource customer (whether or not for test purposes).

2.5 Professional Services. CE OneSource will perform the work described in the Order Form and use commercially reasonable efforts to meet the schedules. Customer will provide reasonable support and access to its facilities, systems, materials, and personnel needed to perform the Professional Services and will be responsible for any negative impact to the schedule to the extent Customer fails to do so.

3. Intellectual Property Ownership.

As between CE OneSource and Customer, Customer owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Content and any work based on or derived from the Content. As between CE OneSource and Customer, CE OneSource (or its licensors and suppliers) owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to the Service and the CE OneSource Technology. No jointly owned intellectual property is created under this Agreement. Customer acknowledges that the CE OneSource name, logo, and product names are trademarks of CE OneSource or third parties, and no license to such marks is granted herein. CE OneSource is free to use any ideas, concepts, know-how, or techniques contained in Customer communications for any purpose, including developing and marketing products, provided that CE OneSource will not disclose Customer Confidential Information.

4. Billing and Payment.

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) the Service and Content are purchased as subscriptions; (b) additional subscriptions may be added during a term at the same pricing, prorated for the remainder of that term; and (c) added subscriptions terminate on the same date as the underlying subscriptions.

4.2 Usage Limits. The Service and Content are subject to the usage limits and quantities specified in Order Forms. If Customer exceeds a contractual usage limit, CE OneSource may impair Customer's access to the Service until Customer conforms its use to the limit.

4.3 Fees. Customer will pay all fees specified in the applicable Order Form. Except as otherwise specified in an Order Form: (i) fees are based on the applicable platform fee, the number of units under active warranty ("Active Warranty Area" or "AWA"), and any product level or module selected; (ii) the platform fee, AWA rate, and any applicable discount in effect for Customer are set forth in the Order Form and reflected on the Account page of the CE OneSource platform, which is viewable by Customer and editable only by CE OneSource; (iii) AWA is measured monthly, and the AWA fee applies only to units under active warranty during the applicable month, such that the AWA fee may decrease over time as individual unit warranties expire; (iv) payment obligations are non-cancelable and fees paid are non-refundable except as expressly provided herein; and (v) unless an Order Form provides otherwise, fees are billed monthly in advance to a payment card on file, processed through CE OneSource's third-party payment processor, and Customer authorizes CE OneSource to charge the card on file for all recurring fees for the subscription term and any renewal term.

4.4 Invoicing and Payment. Customer will provide CE OneSource with valid, updated payment card information or another payment method reasonably acceptable to CE OneSource. If the Order Form specifies payment by a method other than card, CE OneSource will invoice Customer in advance, and unless otherwise stated, invoiced charges are due net twenty-five (25) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information and for notifying CE OneSource of any changes.

4.5 Overdue Charges. If any invoiced amount is not received by the due date, then without limiting CE OneSource's rights or remedies, (a) charges may accrue late interest at 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and/or (b) CE OneSource may condition future renewals and Order Forms on shorter payment terms.

4.6 Suspension and Acceleration. If any amount owed by Customer is 30 or more days overdue (or 10 or more days overdue for amounts authorized to be charged to Customer's card), CE OneSource may, without limiting its other rights, accelerate Customer's unpaid fee obligations so they become immediately due and payable, and suspend the Service until paid in full. CE OneSource will provide at least five (5) business days' advance notice before suspending an account.

4.7 Payment Disputes. CE OneSource will not exercise its rights under Sections 4.5 or 4.6 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.8 Taxes. CE OneSource fees do not include any taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes on CE OneSource's income. If CE OneSource has a legal obligation to pay or collect Taxes for which Customer is responsible, CE OneSource will invoice Customer and Customer will pay that amount unless Customer provides a valid tax exemption certificate.

4.9 Future Functionality. Customer agrees its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by CE OneSource regarding future functionality.

5. Term; Termination.

5.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and, unless terminated, continues until all subscriptions have expired or been terminated.

5.2 Term of Purchased Subscriptions. The term of each subscription is as specified in the applicable Order Form. Except as otherwise specified, subscriptions automatically renew for additional periods equal to the expiring term or one year (whichever is shorter), unless either party gives notice of non-renewal at least thirty (30) days before the end of the relevant term.

5.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days' written notice of a material breach that remains uncured at the end of that period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Customer may also terminate this Agreement upon 30 days' written notice; however, it will continue in effect with respect to each ongoing subscription until that subscription expires.

5.4 Refund or Payment upon Termination. If Customer terminates for cause under Section 5.3, CE OneSource will refund any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If CE OneSource terminates for cause under Section 5.3, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay fees for the period prior to the effective date of termination.

5.5 Customer Data — Guaranteed Export and Deletion. At any time during the Service Term, Customer may export or download its Content, including its warranty and claim history, in a commercially standard format. Upon expiration or termination of this Agreement, CE OneSource guarantees Customer the right to export or download all of its Content, including warranty and claim history, and will make such Content available for export for a period of at least ninety (90) days after the effective date of expiration or termination. After that period, unless a longer retention is specified in an Order Form or required by law, CE OneSource will have no obligation to maintain Customer's Content and will delete or destroy all copies of Customer's Content in its possession or control, except for copies retained in routine backups until deleted in the ordinary course.

5.6 Effect of Termination; Survival. Upon expiration or termination: (a) all subscriptions and licenses granted by CE OneSource, and CE OneSource's obligation to provide (and Customer's right to access and use) the Service and CE OneSource Technology, will terminate; (b) Customer Data will be exported or deleted pursuant to Section 5.5; and (c) Sections 3 and 6 through 10 will survive.

6. Representations and Warranties.

6.1 By CE OneSource. (a) Conformity with Specifications. CE OneSource represents and warrants that the applicable Service platform, when used in accordance with the Documentation and this Agreement, will conform to the specifications in the applicable Documentation. CE OneSource's entire liability and Customer's sole and exclusive remedy for breach will be, at CE OneSource's election, to either (A) re-perform, modify, or replace the Service so it conforms, or (B) refund the fees paid for the affected Service, upon which this Agreement and Customer's right to access such Service will terminate. CE OneSource makes no warranty for errors caused by (1) use of the Service inconsistent with the Documentation or this Agreement, or (2) third-party hardware or software misuse, modification, or malfunction. (b) Noninfringement. CE OneSource represents and warrants that the Service, when used per the Documentation and this Agreement, does not and will not infringe or misappropriate any third party's Intellectual Property Rights. CE OneSource's sole obligation and Customer's sole remedy for breach is the indemnity in Section 7.1.

6.2 By Customer. Customer represents and warrants that (i) it has the right to provide the Content through the Service, and (ii) the Content does not and will not violate this Agreement, applicable law, or infringe, misappropriate, or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third party. Customer's sole obligation and CE OneSource's sole remedy for breach is the indemnity in Section 7.2.

6.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY WARRANTED HEREIN, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ARE DISCLAIMED. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, RISKS, AND PROBLEMS INHERENT IN ELECTRONIC COMMUNICATIONS, AND CE ONESOURCE DOES NOT WARRANT THAT USE OF THE SERVICE IS RISK-FREE. CE ONESOURCE DOES NOT PROVIDE ASSURANCES AGAINST INTERCEPTION OR ACCESS AND IS NOT RESPONSIBLE FOR UNAUTHORIZED ACTS RESULTING IN LOSS OF OR DAMAGE TO CUSTOMER DATA. CE ONESOURCE MAY RELY ON DATA AND INFORMATION FURNISHED BY CUSTOMER WITHOUT INDEPENDENT INVESTIGATION AND MAY ASSUME IT IS ACCURATE, COMPLETE, AND LEGALLY SUFFICIENT.

7. Indemnification.

7.1 By CE OneSource. CE OneSource will defend Customer against third-party claims to the extent (a) alleging the Service infringes or misappropriates any Intellectual Property Rights, or (b) arising from CE OneSource's breach of this Agreement, and will indemnify Customer from damages, losses, liabilities, costs, and expenses awarded by a court of final jurisdiction or agreed in a monetary settlement. CE OneSource has no such obligation to the extent a claim arises from (i) use of the Service other than as permitted; (ii) combination of the Service with Customer or third-party products, data, or processes; or (iii) modification of the Service by anyone other than CE OneSource or its agents. If the Service becomes subject to an infringement claim, CE OneSource will (1) secure Customer's right to continue using it; (2) replace or modify it to be non-infringing without material degradation; or (3) if neither is achievable using best efforts, either party may terminate and CE OneSource will refund the pro-rata unused subscription fees related to the infringing portion. This is CE OneSource's sole obligation for the third-party claims described in this Section.

7.2 By Customer. Customer will defend CE OneSource against third-party claims to the extent (a) alleging the Content or its use infringes or misappropriates any Intellectual Property Rights or violates any statutory or common-law right such as privacy; (b) arising from Customer's or its Users' breach of this Agreement; or (c) arising from Customer's or its Users' violation of any law or third-party obligation, and will indemnify CE OneSource from damages awarded or agreed in settlement. Customer's indemnity extends to all Users of Customer's accounts, not just its own employees and agents.

7.3 Indemnity Process. Each party's indemnification obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing; (b) giving the indemnifying party sole control of the defense and settlement (provided no settlement may impose liability on the indemnified party without its consent); and (c) providing reasonable assistance at the indemnifying party's expense. The indemnified party may participate at its own expense.

8. Limitation of Liability.

EXCEPT FOR A BREACH OF SECTION 3 (INTELLECTUAL PROPERTY) OR SECTION 9 (CONFIDENTIALITY), EACH PARTY'S INDEMNIFICATION OBLIGATIONS, OR DIRECT DAMAGES ARISING FROM A PARTY'S INTENTIONAL MISCONDUCT OR FRAUD, NEITHER PARTY'S (NOR CE ONESOURCE'S SUPPLIERS' OR LICENSORS') AGGREGATE LIABILITY WILL EXCEED THE SUMS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORMS. EXCEPT FOR THOSE SAME CARVE-OUTS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY.

9. Confidentiality.

Recipient may use Discloser's Confidential Information solely to perform its obligations or exercise its rights hereunder, and may not disclose it to any third party without Discloser's prior written consent, except to Recipient's employees, officers, directors, consultants, contractors, agents, or advisors ("Representatives") who have a need to know and are bound by written confidentiality obligations consistent with this Agreement. Recipient is responsible for any breach by its Representatives and will use no less than a reasonable degree of care. The foregoing does not apply to information that (i) is or becomes generally known through no fault of Recipient; (ii) was properly known to Recipient without restriction before disclosure; (iii) is properly disclosed to Recipient by a third party without restriction; (iv) is independently developed without use of the Confidential Information; or (v) is expressly permitted to be disclosed under this Agreement. If compelled by judicial or legislative order to disclose, Recipient will, to the extent permitted, promptly notify Discloser so it may seek a protective order. Upon Discloser's written request, Recipient will promptly return or destroy all materials embodying the Confidential Information, except copies retained in routine backups or as required by law, which remain subject to confidentiality.

10. General.

10.1 Publicity. During any applicable Service Term, Customer grants CE OneSource the right to identify Customer as a customer of the Service, including using Customer's logo, solely in marketing materials and on CE OneSource's website. Neither party will issue a press release regarding this Agreement without the other's prior written consent.

10.2 Notices. All notices will be in writing and served by personal delivery, certified or registered mail, or confirmed electronic transmission to the receiving party's address below (or an updated address provided by written notice), and are deemed complete upon receipt. If to CE OneSource: Community Engagement OneSource, LLC, 9360 West Flamingo Road, Suite 110-520, Las Vegas, NV 89147, Attn: Dr. Robert Bess, Email: rbess@ceonesource.com.

10.3 Assignment. Neither party may assign this Agreement without the other's prior written approval, except that a party may assign, without approval, to (a) an entity acquiring all or substantially all of its assets, or (b) a subsidiary, affiliate, or successor in a merger or acquisition, provided the assigning party gives written notice and the assignee assumes all obligations. Any attempted assignment in violation of this Section is void.

10.4 Governing Law; Venue. This Agreement will be governed by the laws of the State of Nevada, without regard to conflicts-of-law provisions. Neither the U.N. Convention on Contracts for the International Sale of Goods nor UCITA will apply. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state courts located in Clark County, Nevada, or in the United States District Court for the District of Nevada, and each party consents to the exclusive jurisdiction and venue of such courts.

10.5 Remedies. Except as provided in Sections 6 and 7, the parties' rights and remedies are cumulative. Customer acknowledges that the Service and CE OneSource Technology contain CE OneSource's valuable trade secrets, that any breach relating thereto constitutes harm for which monetary damages are inadequate, and that injunctive relief is an appropriate remedy.

10.6 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship is created by this Agreement or use of the Service, and neither party may bind the other.

10.7 U.S. Government End Users. If Customer is a U.S. government agency, technical data and software rights are limited to those customarily provided to the public per FAR 12.211 and 12.212 and, for DoD transactions, DFARS 252.227-7015 and 227.7202-3. Rights not conveyed under these terms must be separately negotiated in a written addendum.

10.8 Export Compliance. Customer acknowledges the Service may be subject to U.S. and foreign export and import restrictions and will not export or re-export any part of the Service (a) into any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or the U.S. Treasury's list of Specially Designated Nationals; (c) to any country requiring an export license without first obtaining it; or (d) otherwise in violation of any export or import laws. Customer warrants it is not located in, controlled by, or a national or resident of any prohibited country or on any prohibited-party list. The Service may not be used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without prior U.S. government permission.

10.9 Waiver; Amendment; Severability. A party's failure to enforce any provision is not a waiver unless in writing. No amendment is effective unless in writing and signed by both parties. If any provision is unenforceable, it will be modified to accomplish its objective to the extent legally permissible, and the remaining provisions will continue in full force. Neither party is liable for failure to perform due to causes beyond its reasonable control.

10.10 Purchase Orders. This Agreement prevails over any inconsistent terms in Customer's purchase order, confirmation, or specification, or implied by law, trade custom, practice, or course of dealing. No addition to or variation of any term binds CE OneSource unless in writing and signed by a duly authorized representative.

10.11 Local Use Decisions. CE OneSource will not provide Customer with legal advice regarding compliance with data-privacy or other laws in the jurisdictions where Customer uses the Service ("Laws"). Not all features may be usable in all jurisdictions, and Customer recognizes certain features may need to be configured differently or not used, and certain consents may need to be obtained from individuals submitting data, in order to comply with applicable local law ("Local Use Decisions"). Customer is responsible for Local Use Decisions, and CE OneSource disclaims all liability for them.

10.12 Privacy. CE OneSource's collection and use of personal information in connection with the Service is described in the CE OneSource Privacy Policy, available at https://www.ceonesource.com/privacy-policy/, which is incorporated into this Agreement by reference.

10.13 Entire Agreement. This Agreement, together with all Order Forms, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations or agreements. Any preprinted terms on a Customer purchase order have no effect and are rejected. Headings are for reference only. "Including" means "including but not limited to."

10.14 Counterparts. This Agreement may be executed in counterparts, each deemed an original, all of which together constitute one agreement. A copy delivered by electronic transmission has the same legal effect as an original.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date.