Appendix: Framework Terms and Conditions (North America)

Section 1 – Subject-Matter, Contract Structure, Parties, Definitions, Order of Precedence

(1) BuildingMinds, Inc. (“BMD” or “Contractor”) and its Affiliates develop and operate a cloud-based platform for the real estate industry (“BuildingMinds Platform”) and provide, on the basis of separate orders, BuildingMinds Platform services in a Software-as-a-Service model, which includes access to, and use of, certain components of the BuildingMinds Platform, and related support services (“BuildingMinds Platform Services”), as well as further related individual services, including consulting and integration services (“Professional Services” and together with BuildingMinds Platform Services, “Services”). “Affiliates” shall mean with respect to a person or entity, any other person or entity which directly or indirectly Controls, or is Controlled by, or is under common Control with, the specified person or entity, whereby “Control” shall mean a person’s or entity’s (i) ownership, directly or indirectly, of equity securities entitling it to exercise in the aggregate at least 50% of the voting power of another person or entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, or any other means to exercise a controlling influence over such person or entity.

(2) Pursuant to the Order for Framework Agreement, into which these Framework Terms and Conditions (“Framework Terms and Conditions”) are incorporated by reference, BMD enters with Customer (identified as such in the Order for Framework Agreement) into the Framework Agreement (as defined in the Order for Framework Agreement) that sets out the general legal framework for the provision of Services that Customer may order through respective Orders for BuildingMinds Platform Services and/or Professional Services (each, a “Service Order”).

(3) Duties to perform Services and to pay related fees only arise under the respective BuildingMinds Platform Services Agreements (“SaaS Agreements”) and Professional Services Agreements (“PS Agreements” and together with the SaaS Agreements, “Service Agreements”) that may be concluded through mutually signed Service Orders (all Service Agreements together with the Framework Agreement, “Contract”). BMD may either itself enter, or instruct any of its Affiliates to enter, into a Service Agreement with Customer. The relevant contracting party of Customer is identified in the relevant Service Order as Service Contractor.

(4) The terms of the Framework Agreement (including these Framework Terms and Conditions), as may be amended from time to time by its parties (the “Parties”), apply to and are hereby incorporated by reference in their respective applicable/amended form into each Service Agreement. This is also the case even if such a Service Agreement does not make express reference to the Framework Agreement, or is concluded separately from, or subsequently to, the Framework Agreement and/or by an Affiliate of BMD.

(5) If an Affiliate of BMD enters into a Service Agreement, for the sole purpose of such Service Agreement, the following shall apply: (i) its parties shall be deemed to be understood as Customer and Contractor, and together, the Parties, within the meaning of the Framework Agreement, and (ii) the Contract shall be composed of the Framework Agreement and those Service Agreements that Customer and such BMD Affiliate have concluded or have expressly incorporated by reference into their relevant Service Agreement(s). For the avoidance of doubt, if any provision of the Framework Agreement is amended during the term of a Service Agreement whose parties are not identical to the Parties of the Framework Agreement, the amended Framework Agreement shall also apply to such Service Agreement.

(6) Service Orders may incorporate by reference Attachments (as defined in the Service Order), including by providing corresponding URLs (Uniform Resource Locators) to online versions of such Attachments. Unless provided otherwise in the Contract, Attachments referenced through URLs are incorporated in the most current version available through the corresponding URL at the time of conclusion of the relevant Service Agreement through the related Service Order.

(7) Terms defined in the Framework Agreement but not in the Service Agreements shall have the meaning given to them in the Framework Agreement. In case of contradictions between provisions of a Service Agreement and the Framework Agreement, the latter prevails, unless the relevant parties have expressly agreed on a divergence from a specified provision of the Framework Agreement in the Service Agreement. In case of contradictions between provisions of the main part of a Service Order and any of its Attachments, the Attachments prevail, unless the relevant parties have expressly agreed on a divergence from a specified provision of an Attachment in the main part of the relevant Service Order.

Section 2 – BuildingMinds Platform Services

(1) Contractor provides to Customer the BuildingMinds Platform Services in a Software-as-a-Service model for the Subscription Term (as further set out in Section 7(1) below) and in accordance with the scope agreed in a SaaS Agreement. The BuildingMinds Platform Services are cloud-based services relating to the BuildingMinds Platform which is accessible by Customer over the internet only. Such cloud-based services support the management of (among other things) Customer’s data about real-estate and portfolios (e.g., geographies, buildings, building structures, equipment, building-related transactions; all such data provided or made accessible by Customer to Contractor, in particular through the use of the BuildingMinds Platform, including results of processing of such data through the BuildingMinds Platform, “Customer Building Data”).

(2) BuildingMinds Platform Services provided to Customer will only include the use of those components of the BuildingMinds Platform (e.g., solutions, modules, features and/or add-ons) and related support services that are explicitly set out in a SaaS Agreement.

(3) Customer may access and use the BuildingMinds Platform Services (including any APIs (Application Programming Interfaces)) offered by the BuildingMinds Platform to connect it with certain Customer systems and applications) only during the Subscription Term of a SaaS Agreement, only in accordance with the services’ intended use and, save as and to the extent expressly agreed otherwise by the Parties, only for Customer’s internal business purposes. Save as and to the extent expressly agreed otherwise by the Parties, Customer and any user whom Customer provides or facilitates access to the BuildingMinds Platform Services shall, in particular, not: (i) integrate or cause third parties to integrate BuildingMinds Platform Services or portions thereof into any other products or services, except through use of APIs offered by the BuildingMinds Platform to the extent permitted under the Contract, (ii) license, resell, market, distribute or host, or cause third parties to license, resell, market, distribute or host, any BuildingMinds Platform Services or portions thereof (by way of framing or otherwise) to, or for the benefit of, third parties, (iii) use or access the BuildingMinds Platform Services, in order to build a competitive solution or to assist someone else to build a competitive solution, (iv) load or penetration test the BuildingMinds Platform Services or otherwise use the BuildingMinds Platform Services any way that is or could reasonably be expected to be, detrimental to Contractor’s ability to provide services to any other customer, (v) alter, remove or conceal any copyright, trademark, trade name or other proprietary marking or notice that may appear in or on the BuildingMinds Platform Services, including in particular on the BuildingMinds Platform. or (vi) attempt or cause third parties to attempt copying, duplicating, modifying, creating derivative works from or distributing all or any portion of the BuildingMinds Platform Services, in particular the BuildingMinds Platform.

(4) Any BuildingMinds Platform Services are solely provided to Customer and the provision of user access to the BuildingMinds Platform Services shall not establish any contractual relationship between Contractor and such users. Contractor provides Customer with user administration rights, which shall be provided to Customer’s designated contact person(s), and such designated person may use such administration right for adding further users. Any access credentials for users with or without administration rights shall always remain tied to one individual and identifiable user and may only be used by such user; they are not re-assignable and may not be shared with any other person. Customer may only permit the following categories of users to use the BuildingMinds Platform Services in accordance with the Contract: personnel of Customer, Customer’s Affiliates or Customer’s contractors (e.g., service providers or other suppliers) that in each case, save as and to the extent expressly provided otherwise in a SaaS Agreement, use the BuildingMinds Platform Services only for Customer’s internal business purposes. As between Customer and Contractor, Customer shall be responsible for all acts and omissions of all users whom Customer provides or facilitates access to the BuildingMinds Platform Services, and any act or omission by any such user which, if undertaken by Customer, would constitute a breach of the Contract, shall be deemed a breach of the Contract by Customer. Customer shall use reasonable efforts to make all such users aware of the provisions of the Contract applicable to the access to, and use of, the BuildingMinds Platform Services, and shall cause them to comply with such provisions.

(5) Contractor continuously develops and improves the BuildingMinds Platform and related support services for all customers in accordance with new technical developments and market requirements. Contractor may introduce new BuildingMinds Platform components (e.g., solutions, modules, features and/or add-ons), may – at its reasonable discretion (e.g., due to technical progress, performance optimization or other reasonable purposes) – change, replace or remove existing components and may adjust the related descriptions of the BuildingMinds Platform Services accordingly. The Service Order for SaaS Agreement sets out the URLs to Contractor’s standard descriptions of the BuildingMinds Platform Services incorporated into the SaaS Agreement. These service descriptions may be amended by Contractor from time to time through updates made available at the aforementioned URLs, which thereby become part of the relevant SaaS Agreement. Contractor incurs no obligation vis-a-vis Customer to develop or implement specific or platform-wide components. New additional components may be made available to Customer free of cost at Contractor’s sole discretion or offered for purchase in a SaaS Agreement.

(6) Contractor may offer to Customer at Contractor’s sole discretion the use of new components or versions of the BuildingMinds Platform as a preview, pre-release, beta or trial version (“Preview”). ANY BUILDINGMINDS PLATFORM SERVICES PROVIDED OR MADE AVAILABLE AS A PREVIEW (“PREVIEW SERVICES”) ARE PROVIDED “AS-IS”, “WITH ALL FAULTS”, “AS AVAILABLE”, WITHOUT ANY WARRANTY OR INDEMNITY, AT CUSTOMER’S OWN RISK AND WITHOUT APPLICATION OF ANY SERVICE LEVELS. Customer shall not upload any personal data to the BuildingMinds Platform for processing by Contractor as part of Customer’s use of any Preview Services. Contractor may subject Previews to additional terms when making them available. Contractor may at its sole discretion change or discontinue Previews at any time without notice and/or choose not to transfer any feature of a Preview into a generally available BuildingMinds Platform Service.

(7) Without prejudice to paragraph 5 above, Contractor will monitor and regularly deliver maintenance and updates to the BuildingMinds Platform at its reasonable discretion and will work to remediate errors in the course of regular update cycles or more timely (e.g., in the form of patches or other means of remedy), depending on the nature and severity of the respective error.

(8) Contractor will make the BuildingMinds Platform available in accordance with the service levels as set out in the relevant SaaS Agreement. If Contractor fails to meet such service levels, Contractor shall credit to Customer the respective amounts specified in a SaaS Agreement (“Service Credits”), subject to the terms of such SaaS Agreement. Service Credits are the sole remedy for any performance or availability issues for the BuildingMinds Platform Services under the SaaS Agreement, unless mandatory Applicable Law requires otherwise, in which case any payments on Service Credits shall be offset against such potential additional claims (e.g., for fee reduction or damages), if any. “Applicable Law” shall mean any applicable (i) statutes, regulations and other legislation, (ii) the common law and law of equity, (iii) binding court order, judgement or decree, and (iv) binding administrative decision, rule, practice or requirement.

(9) Contractor has implemented and publishes rules for expected conduct of BuildingMinds Platform users and handling of illegal content (“Terms of Use”), including if required by Applicable Law. The current Terms of Use are available at: https://buildingminds.com/buildingminds-platform-terms-of-use and may be amended by Contractor from time to time through updates made available at the aforementioned URL. The Terms of Use, as updated, are incorporated by this reference in the Contract except to the extent that any term in the Terms of Use conflicts with any term of the Contract (in which case, the term of the Contract shall govern). Customer shall ensure that all users whom Customer provides or facilitates access to the BuildingMinds Platform comply with such Terms of Use.

Section 3 – Professional Services

(1) Contractor shall provide to Customer Professional Services to the extent that the Parties agree on specific Professional Services in a PS Agreement.

(2) If Customer engages Contractor to perform Professional Service, responsibility for project management and coordination with other contractors of Customer as well as the risk that the defined project objectives are not fit for the individual purpose intended by Customer lies with Customer. Customer shall: (i) designate staff with appropriate qualifications and experience who will be available to Contractor in a timely manner for enquiries and work meetings; and (ii) grant Contractor necessary remote access to its IT systems.

(3) Contractor will provide the Professional Services and create and/or deliver any Work Results (as defined in Section 10(6) below) as expressly agreed in the PS Agreement. Contractor may, in the context of the Professional Services, propose further developed or detailed specifications. If Contractor for this purpose creates, proposes or amends a concept, design, requirement or specification for Work Results, and this is confirmed by Customer, the agreed requirements with respect to such Work Result shall from such confirmation onwards be limited to those documented in the respective new or amended concept, design, requirement or specification. Any other changes to the scope of the Professional Services require an amendment in accordance with Section 16(2) below.

(4) Unless expressly agreed otherwise in a PS Agreement, all dates and other estimates listed there and elsewhere shall be deemed to be non-binding objectives. Such dates are not to be regarded as fixed or specified performance dates, but only as planned start or completion dates for the Professional Services to be provided under a PS Agreement. Contractor may adjust them, if necessary, at any time, after prior information of, and discussion with, Customer and taking Customer’s interests appropriately into account.

Section 4 – Representations and Warranties

(1) Contractor represents and warrants that it will perform any Professional Services in a workmanlike and professional manner with reasonable skill, care and diligence; provided, that, Customer must report any non-compliance with this warranty within 30 (thirty) days of delivery of the applicable Professional Services. Contractor shall, as its sole obligation to Customer, and Customer’s exclusive remedy for breach of this warranty, re-perform the non-conforming Professional Services such that they conform to this warranty, and, if Contractor, despite the exercise of reasonable efforts, is unable to perform the Professional Services as warranted, shall provide a credit to Customer in the amount of the fees paid to Contractor for the non-conforming Professional Services, which credit may be used by Customer against any other fees incurred by Customer for Professional Services after the issuance of such credit.

(2) Contractor represents and warrants that during the Subscription Term, the BuildingMinds Platform Services shall substantially perform as described in Contractor’s standard descriptions of the BuildingMinds Platform Services incorporated into the SaaS Agreement; and in the event of any breach of this warranty, Contractor shall, as its sole liability and Customer’s sole remedy, repair or replace the defect that is subject to the warranty claim at no cost to Customer or if Contractor determines that it is unable to repair or replace the defect, then Contractor will issue a credit to Customer in the amount of the fees paid to Contractor to the extent reasonably allocable to the non-conforming portion of the BuildingMinds Platform Services, which credit may be used by Customer against any other fees incurred by Customer for BuildingMinds Platform Services after the issuance of such credit.

(3) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THE CONTRACT, THE SERVICES ARE PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR DISCLAIMS ALL OTHER CONDITIONS, WARRANTIES, REPRESENTATIONS, UNDERTAKINGS OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES, OR BE IMPLIED OR INCORPORATED INTO THE CONTRACT, WHETHER BY STATUTE, COMMON LAW, CUSTOM OR OTHERWISE, INCLUDING ANY IMPLIED CONDITIONS, WARRANTIES, UNDERTAKINGS OR OTHER TERMS RELATING TO SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, ABILITY TO ACHIEVE A PARTICULAR RESULT OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CONTRACTOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM. IN ADDITION, EXTERNALLY INDUCED DISRUPTIONS, INTERFERENCES OF, OR UNAUTHORIZED ACCESS TO, THE SERVICES, CANNOT BE ENSURED OR THEIR ABSENCE BE GUARANTEED. IN NO EVENT SHALL ANY SERVICES PROVIDED HEREUNDER CONSTITUTE OR BE CONSTRUED AS LEGAL SERVICES.

(4) SOME OF THE DATA DISPLAYED BY THE BUILDINGMINDS PLATFORM AND ITS DASHBOARDS AND REPORTS ARE BASED AND DEPENDENT ON THIRD-PARTY MODELS, GUIDELINES, AND OTHER THIRD-PARTY INPUT THAT MAY OR MAY NOT BE PUBLICLY AVAILABLE. CONTRACTOR CANNOT VERIFY SUCH THIRD-PARTY INPUT FOR ITS ACCURACY AND COMPLETENESS. SUCH THIRD-PARTY INPUT MAY PROVE INCORRECT OR INCOMPLETE OR BE UPDATED, REPLACED, OR OTHERWISE MODIFIED OVER TIME. CONTRACTOR WILL REGULARLY UPDATE AND REPLACE THIRD- PARTY INPUT USED IF UPDATES, NEWER VERSIONS AND/OR TYPES OF THIRD-PARTY INPUT DEEMED RELEVANT BY CONTRACTOR ARE ACCESSIBLE, INCLUDING FROM PUBLICLY AVAILABLE SOURCES. CUSTOMER SHOULD CONSIDER THIS DEPENDENCY WHEN BASING ITS DECISIONS ON DATA DISPLAYED BY THE BUILDINGMINDS PLATFORM AND ITS DASHBOARDS AND REPORTS.

Section 5 – Customer’s Cooperation Obligations and Delineation of Responsibilities

(1) Customer acknowledges that provision of the Services may depend on Customer’s cooperation. Customer shall, therefore, perform such cooperation obligations as expressly agreed in Service Agreements, and shall further provide, at Customer’s expense, cooperation as reasonably necessary in connection any Services.

(2) For all Services, Customer shall:

a) Furnish in due time, and in the form determined by Contractor all information, data, documents and other material that are under Customer’s direction or control, and are necessary to provide the Services and issue timely decisions and approvals;

b) Ensure and maintain the technical and legal compatibility of its own and of any third-party services or technology applied by Customer (including, but not limited to, APIs and SDKs - Software Development Kits), for accessing and using the Services in accordance with requirements published by Contractor from time to time and have checked Contractor’s compatibility requirements before receiving any Services. Unless otherwise explicitly agreed as Professional Service in a PS Agreement, Contractor will not verify compatibility and fitness for purpose of Customer’s technology to receive the Services;

c) Not modify the BuildingMinds Platform, not introduce illegal or malicious content to the BuildingMinds Platform or other IT systems of Contractor (including viruses, worms, Trojan horses, spyware, ransomware and any other form of malware or components thereof (“Malware”)) and ensure an adequate level of IT security on its IT infrastructure that is connected to the BuildingMinds Platform or other IT systems of Contractor. An adequate level of IT security includes the use of up-to-date filters and firewalls with an adequate level of protection to prevent infections by Malware and penetration by third parties and that the respective current software versions recommended by the manufacturers are installed (including all current security patches);

d) Ensure that Customer’s access credentials to the BuildingMinds Platform and other IT systems of Contractor are stored in such manner that they are adequately protected against access by unauthorized third parties (e.g., through encryption) and not enable unauthorized third parties to gain access to the BuildingMinds Platform or other IT systems of Contractor or facilitate the same;

e) Refrain from Reverse Engineering any Services, including in particular any work results of Professional Services and elements of the BuildingMinds Platform. “Reverse Engineering” are all acts, including observation, testing, investigation and de-construction and, as the case may be, renewed construction, with the aim of revealing the source or object code, or otherwise decoding the know-how contained in the items specified above, unless and to the extent such acts are permitted under mandatory Applicable Law;

f) Promptly report to Contractor (i) any actual or potential errors in the Services with precise description of the nature or effect of such error, (ii) any security breaches or incidents that may affect Contractor’s Services or IT systems and require Contractor’s action, and (iii) any major changes of, or within, Customer’s IT systems that are connected to the BuildingMinds Platform or to other IT systems of Contractor;

g) Ensure that any materials, data and other content provided by Customer to Contractor are free from any third-party rights which would impair their use by Contractor, its subcontractors and/or vicarious agents; and

h) Maintain sufficient licences to any third-party software or services operated or used by Customer which are necessary for using the Services or in conjunction with the Services.

(3) Contractor may rely on the correctness, completeness, contractual compliance and security of Customer’s cooperation (in particular with respect to materials, data and other content provided, and to security of Customer’s IT systems to which Contractor’s own IT systems are connected) without separate examination. To the extent that Customer provides insufficient cooperation, or such cooperation is delayed, or otherwise deviates from the agreed manner and this has an impact on the provision of Services, Contractor is released from the provision of its affected Services, and any agreed deadlines for Contractor shall be expanded by a reasonable period of time. Customer shall separately compensate any additional effort required from Contractor on a time and materials basis at the daily rates agreed in Exhibit 1, and reimburse Contractor for any additional expenses without prejudice to any further rights Contractor may have.

(4) Customer is aware, and the Parties agree, that the output of the BuildingMinds Platform is dependent on the input provided by Customer, and that the content and quality of Customer Building Data uploaded to and/or processed on the BuildingMinds Platform is Customer’s responsibility alone. Customer acknowledges that the data structure and format of Customer Building Data as required for use of the BuildingMinds Platform Services under the SaaS Agreement must be complied with and maintained by Customer; deviations or changes in the data format or structure may have adverse effects on the functionalities of the BuildingMinds Platform or its output data. Customer is alone and fully responsible for (i) quality of any data input by or on behalf of Customer, in particular for keeping all Customer Building Data input accurate, managed, maintained and updated, (ii) adequate, industry-standard back-up procedures on its IT systems (requiring at least a full back-up of data per day), if they are connected to the BuildingMinds Platform and/or are the source of Customer Building Data, and (iii) the intended use and fitness for Customer’s purposes of any Customer Building Data.

(5) Customer represents and warrants to Contractor that (i) Customer shall use any provided Services in compliance with Applicable Laws, including applicable data protection laws, and (ii) Customer’s provision of Customer Data (as defined in Section 10(3) below), and Contractor’s use thereof in accordance with the Contract, does not and shall not violate Applicable Law or any third-party rights (including data privacy rights or Intellectual Property Rights, as defined in Section 10(1) below), and (iii) any Customer Data provided by or on behalf of Customer in connection with the Contract does not and shall not contain obscene, offensive or fraudulent information or advocate violence, discrimination or racism.

(6) Contractor is not responsible for, and no service levels or warranties hereunder shall apply in case of, any failure or impairment of Services or Work Results due to any of the following circumstances or events: (i) any network, system or device failure or connection problem external to the BuildingMinds Delivery Point (“BuildingMinds Delivery Point” is the interface between the data center infrastructure used by Contractor and the internet); (ii) the use of services, hardware, or software not provided by Contractor, including inadequate bandwidth; (iii) Customer’s use of a Service after Contractor has advised Customer to modify its use in accordance with the Contract, if Customer did not modify as advised; (iv) unauthorized action of Customer or lack of Customer’s action when required or Customer’s employees or contractors, or third parties gaining access to the Services by means of Customer’s access credentials or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices; (v) Customer’s failure to adhere to any required configurations, to use supported feeder or target systems, or to follow any applicable policies for acceptable use; (vi) Contractor’s implementation of Customer’s instructions or Customer’s unauthorized changes to the Services; (vii) the use of Services in a manner inconsistent with their features or functionality (e.g., attempts to perform operations that are not supported), inconsistent with Contractor’s published documentation or outside the scope of the Contract; (viii) faulty input or instructions (e.g., requests to access files that do not exist); or (ix) attempts to perform operations that exceed prescribed quotas, place otherwise undue strain on the BuildingMinds Platform or Contractor’s other IT systems (including but not limited to load or penetration tests) or that result from Contractor’s throttling of suspected abusive behavior.

Section 6 – Staff of Contractor, Subcontractors

(1) Contractor may select its own staff for the provision of all Services. If and to the extent that Contractor designates certain persons to perform Services for Customer, Contractor may change this allocation at any time.

(2) Contractor may engage third parties as subcontractors (“Subcontractors”) for the provision of all Services; provided, that Contractor shall remain responsible for such Services. The foregoing shall not limit any additional requirements under the DPA (as defined in Section 12(2) below) with respect to the onward transfer of personal data to additional processors.

(3) The Parties are and intend to be independent contractors with respect to the Services contemplated hereunder. No form of joint employer, joint venture, partnership, or similar relationship between the Parties is intended or hereby created. As an independent contractor, Contractor shall be solely responsible for determining the means and methods for performing the Services described herein. If performance requires physical presence of Contractor personnel at a particular place, the Parties shall agree on this in advance in a Service Agreement.

Section 7 – Fees, Reimbursement of Expenditure

(1) Except as may otherwise be provided in a Service Order, Contractor’s fees for BuildingMinds Platform Services are charged quarterly in advance applying a usage-based subscription price (determined by applicable use parameters, such as number of buildings captured in the BuildingMinds Platform) for each consecutive 3-month billing period (quarter) during the contractual period of use of the BuildingMinds Platform (defined in the SaaS Agreement as the Subscription Term), all as further set out in the SaaS Agreement. For additional BuildingMinds Platform Services identified as Add-Ons in a SaaS Agreement, separate price metrics apply in accordance with the SaaS Agreement. Contractor shall have the right to monitor and analyze Customer’s usage of the BuildingMinds Platform Services, including an analysis of Customer Building Data, as required for a measurement of applicable use parameters and fees owed. Upon Contractor’s request, Customer shall provide further information and/or documentation on Customer’s BuildingMinds Platform usage necessary for a related internal audit of Contractor.

(2) Contractor’s fees for Professional Services are charged either (i) monthly in arrears according to time and materials spent, or (ii) in advance on a fixed price basis. In case of fees according to time and materials spent, the amount is calculated on the basis of the actual person days spent per person deployed. The relevant daily rate is specified in Exhibit 1 hereto and depends on the role of the person deployed. One person day involves 8 (eight) hours of work. Additional hours or shortfalls per person day shall be remunerated on a pro rata basis. Daily rates in Exhibit 1 apply to any compensation of Contractor on a time and materials basis under the Contract.

(3) In addition to fees for Professional Services as set out in paragraph 2 above, Contractor shall be entitled to reimbursement of its expenses necessary and incurred in the performance of Professional Services, including travel and accommodation costs, and subject to the maximum rates and other provisions set out in Exhibit 1. Provisions on travel and accommodation costs in Exhibit 1 apply to any such expenses subject to reimbursement by Customer under the Contract.

(4) Not more than once per calendar year, Contractor may, by notice to Customer, adjust all rates agreed in any Service Agreement (including any daily rates and maximum rates for expense reimbursement set forth on Exhibit 1) with future effect by a factor not to exceed the increase of the United States Consumer Price Index (All Urban Consumers (CPI-U); US City Average; All items, not seasonally adjusted, index basis 1982-1984 = 100) published by the U.S. Bureau of Labor Statistics (currently available at:www.bls.gov/cpi) (“Index”) in the period from the end of the month in which such Service Agreement is signed by both Parties through the end of the most current month for which Index data is available when the notice to Customer is sent. Any rate adjustment following the first rate adjustment shall take as the base index the Index value for the most current month for which Index data is available when the previous rate adjustment notice is sent to Customer. Should the Index no longer be published, then the Parties shall agree on a new indexation clause which is permissible and which comes as close as possible to the economic purpose of the clause agreed herein. The same shall apply if the indexation clause should become invalid for any reason.

(5) Notwithstanding paragraph 4 above, Contractor may increase any rates applicable to a Service Agreement, without restriction, effective as of the commencement of any renewal term of such Service Agreement; provided, that, Contractor provides Customer with written notice of such pricing increase at least sixty (60) days before the end of the term immediately preceding the renewal term.

(6) All invoices are due for payment within 30 (thirty) days from the date of receipt of the relevant invoice. If Customer is of the opinion that an invoice needs to be corrected, it shall notify Contractor in writing within 14 (fourteen) days of receipt of the invoice, stating the nature and reason for the correction requested. Agreed invoice corrections shall be made in a subsequent or final invoice. Any pre-paid fees are non-refundable and non-cancellable.

(7) All fees and prices stated are exclusive of any excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties or tariffs (however designated, levied or based and whether foreign or domestic) imposed or levied, currently or in the future, on the Services. Customer will be liable for payment of such taxes. If Customer is required under applicable law to make any tax withholding from fees, payment by Customer will be grossed up with an additional amount to cover such withholding as may be necessary in order to ensure that the net amount received by Contractor is equal to the total amount that Contractor would have received if such withholding had not been applied.

(8) For Professional Services, Contractor shall retain title and all rights to be granted to Customer until full discharge of the fees owed under the Contract. For BuildingMinds Platform Services, all rights to be granted by Contractor under the Contract shall be granted only provisionally and shall be freely revocable by Contractor until full payment has been made.

Section 8 – Term, Termination, Suspension

(1) The Framework Agreement takes effect as of the date of its execution and applies for an indefinite term, independently of the term of any respective Service Agreement. Service Agreements apply as stipulated therein either for an indefinite term or for a fixed term, with or without automatic renewal.

(2) Each Party is entitled to terminate the Framework Agreement for its convenience upon 3 (three) months prior written notice; provided, that, any termination of the Framework Agreement for convenience shall not serve to terminate any Service Agreements in effect as of the effective date of termination of the Framework Agreement. With regard to Service Agreements that are still in effect upon termination of the Framework Agreement, the incorporated provisions of the Framework Agreement also continue to apply. Service Agreements that are concluded for an indefinite term may be terminated by either Party for its convenience with a notice period of 1 (one) month. Any Service Agreement with a fixed term may not be terminated by Customer for convenience prior to term expiration.

(3) Any termination notice hereunder must be in writing and must be delivered in accordance with Section 16(8) below.

(4) Either Party may terminate this Framework Agreement or any Service Agreement for cause, by written notice to the other Party, due to the other Party’s material breach (e.g., non-payment of due amounts) if such breach is not cured within 30 (thirty) days after receipt of written notice of such breach from the terminating Party; provided, however, that if (i) the breach cannot reasonably be cured, (ii) Customer breaches Contractor’s Intellectual Property Rights (as defined in Section 10(1) below), including but not limited to the scope of any license granted under the Contract, or (iii) Customer breaches its confidentiality obligations hereunder, Contractor shall have the right to terminate immediately upon written notice to Customer. In addition, subject to any superseding provisions of United States bankruptcy laws, including Title 11, United States Code, either Party may terminate this Framework Agreement or any Service Agreement upon written notice to the other Party if the other Party becomes unable to pay its debts in the ordinary course as they become due, becomes or is declared insolvent, makes a general assignment for the benefit of creditors, suffers a receiver to be appointed for it, enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it, which petition is not dismissed with prejudice within 60 (sixty) days after the filing thereof.

(5) In the event of any termination or expiration of any Service Agreement for any reason, Customer shall pay Contractor for all Services rendered and expenses incurred by Contractor up to and including the date of termination or expiration (including for non-cancellable third-party services). In addition, in the event of any termination of the SaaS Agreement prior to expiration, other than termination by Customer on the basis of Contractor breach, Customer will promptly pay Contractor the fees for the balance of Customer’s then current Subscription Term through expiration. Termination shall not constitute a Party’s exclusive remedy for any default, and neither Party shall be deemed to have waived any of its rights accruing under the Contract prior to such default.

(6) After termination or expiration of a SaaS Agreement takes effect, Contractor will hold any Customer Building Data stored on the BuildingMinds Platform available for extraction by Customer for a duration of 3 (three) months. Specific extraction or retrieval support can be offered to Customer as Professional Services for additional fees. Following such three-month period, Contractor shall have no obligation to retain any Customer Building Data and may delete any such Customer Building Data from its systems.

(7) Without prejudice to any termination rights, Contractor reserves the right to temporarily limit, suspend or block any Services, including access to the BuildingMinds Platform (“Suspension”) if (i) Customer is in material breach of any of its obligations under the Contract and such breach is not remedied within 7 (seven) days after a notice of breach has been given to Customer, (ii) Customer is at least 30 (thirty) days past due in the payment of any invoice under the Contract, (iii) any other actual or suspected breach, disruption or threat requires immediate action in order to prevent the risk of (further) damage to Contractor, its customers or third parties (e.g., security breaches committed or facilitated by Customer or third parties), or (iv) required to cease a violation of, or to comply with, Applicable Law or third-party rights. Contractor will use commercially reasonable efforts to resume Services provision as soon as reasonably practicable after the event giving rise to a Suspension was cured. Contractor shall not be liable for any damage, losses or other negative consequences that Customer may incur as a result of a Suspension in accordance herewith.

Section 9 – Liability

(1) EXCEPT AS PROVIDED IN SECTION 9(3), NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR A LOSS OF PROFIT, LOSS OF ORDERS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS OR INCURRENCE OF FUTILE EXPENSES, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA OR INFORMATION OR OTHER INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN EACH CASE HOWEVER ARISING UNDER OR IN CONNECTION WITH THE CONTRACT AND EVEN IF A PARTY WAS AWARE OF THE POSSIBILITY THAT SUCH LOSS OR DAMAGE MIGHT BE INCURRED OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

(2) EXCEPT AS PROVIDED IN SECTION 9(3), IN NO EVENT WILL THE LIABILITY OF CONTRACTOR AND ITS AFFILIATES AND SUBCONTRACTORS ARISING OUT OF OR RELATED TO THE CONTRACT EXCEED THE FOLLOWING CAPS:

(A) CONTRACTOR’S AND ITS AFFILIATES’ AND SUBCONTRACTORS’ TOTAL LIABILITY FOR ALL LOSSES AND DAMAGES UNDER OR IN CONNECTION WITH AN INDIVIDUAL SERVICE AGREEMENT IN THE AGGREGATE, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR BASED ON ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO: (I) IN CASE OF SAAS AGREEMENT: ONE-HUNDRED PERCENT (100%) OF ALL FEES PAYABLE UNDER SUCH SAAS AGREEMENT FOR THE FIRST 4 (FOUR) QUARTERS OF THE SUBSCRIPTION TERM; AND (II) IN CASE OF A PS AGREEMENT: ONE-HUNDRED PERCENT (100%) OF ALL FEES PAYABLE UNDER SUCH PS AGREEMENT.

(B) WITHOUT PREJUDICE TO THE LIABILITY LIMITATION UNDER EACH INDIVIDUAL SERVICE AGREEMENT PURSUANT TO SUBPARAGRAPH (A) ABOVE, CONTRACTOR’S AND ITS AFFILIATES’ AND SUBCONTRACTORS’ TOTAL LIABILITY FOR ALL LOSSES AND DAMAGES UNDER OR IN CONNECTION WITH ALL SERVICE AGREEMENTS AND THE FRAMEWORK AGREEMENT CONSTITUTING THE CONTRACT IN THE AGGREGATE, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR BASED ON ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO FIFTY PERCENT (50%) OF ALL FEES PAYABLE UNDER THE CONTRACT.

(3) THE FOREGOING LIMITATIONS IN THIS SECTION 9 WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT APPLY TO CLAIMS RESULTING FROM: (A) CUSTOMER’S BREACH OF ANY LICENSE RESTRICTIONS OR RESTRICTIONS ON USE OF THE SERVICES SET FORTH IN THE CONTRACT; (B) EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND/OR (C) A PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT; AND NOTHING IN THIS SECTION 9 SHALL BE CONSTRUED AS PURPORTING TO LIMIT OR EXCLUDE ANY OTHER LIABILITIES THAT CANNOT BE LAWFULLY LIMITED OR EXCLUDED.

(4) ANY ACTION BY CUSTOMER RELATED TO AN ACTUAL OR ALLEGED BREACH OF THE CONTRACT BY CONTRACTOR MUST BE COMMENCED WITHIN ONE YEAR AFTER THE DATE ON WHICH THE BREACH IS DISCOVERED BY CUSTOMER.

(5) CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES BY CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. THE SERVICES ARE NOT SUITABLE FOR BEING INTEGRATED INTO AUTONOMOUS AND/OR AUTOMATED PROCESSES WITHOUT INVOLVING DECISIONS BY A HUMAN. CONTRACTOR SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY DATA, INFORMATION, INSTRUCTIONS OR OTHER INPUT PROVIDED TO CONTRACTOR BY CUSTOMER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY CONTRACTOR AT CUSTOMER’S DIRECTION.

Section 10 – Intellectual Property

(1) Each Party shall remain the full owner of its Intellectual Property Rights, unless explicitly specified otherwise in this Section 10 or a Service Agreement. “Intellectual Property Rights” are all intellectual property rights, including but not limited to patents, trademarks and designs, as well as database rights and proprietary rights in domain names, related goodwill, the right to sue for passing off and/or unfair competition, copyrights and ancillary copyrights, whether capable of registration or not, positions particularly protected, either legally or de facto, in relation to an item, such as trade secrets, applications for all of the foregoing, rights of use in all of the foregoing, and similar exclusive rights irrespective of any jurisdiction throughout the world.

(2) For the purpose of, and to the extent necessary for, receiving BuildingMinds Platform Services in accordance with their intended use and as otherwise contractually agreed, subject to all terms and conditions herein and compliance therewith, Contractor hereby grants Customer for the Subscription Term of a SaaS Agreement a limited, revocable, non-exclusive, worldwide, non-transferable and non- sublicensable use right in Contractor’s Intellectual Property Rights that exist in those parts of the BuildingMinds Platform that Customer is allowed to access and use in the ordinary course of reception of BuildingMinds Platform Services under a SaaS Agreement (“SaaS License”). The SaaS License includes in particular the right to use the web application, frontend, APIs and any provided materials (such as user documentation) associated with the BuildingMinds Platform Services, but no direct access to the back-end, data bases or algorithms.

(3) Customer hereby grants Contractor the following “Customer Data License”: For the purpose of, and to the extent necessary for, providing Services, including operating the BuildingMinds Platform, and post-contractual winding-up of the Services in accordance with the Contract, Customer grants to Contractor a limited, non-exclusive, worldwide use right in Customer’s Intellectual Property Rights that exist in the Customer Data. “Customer Data” shall mean Customer Building Data and any other data, information and content that is uploaded to the BuildingMinds Platform or otherwise transferred from, or made accessible by, Customer to Contractor, including the results of its processing on the BuildingMinds Platform or Contractor’s other IT systems. The Customer Data License is sub-licensable by Contractor to Subcontractors who are involved in the performance of Services, including operation and maintenance of the BuildingMinds Platform, to the extent reasonably necessary for that purpose. The Customer Data License expires 6 (six) months after termination of the Framework Agreement or termination of the last Service Agreement, whichever occurs later, unless the Parties conclude a successor agreement or agree otherwise.

(4) Customer is aware and acknowledges that operating the BuildingMinds Platform and/or offering Professional Services may include overall monitoring and analysis of BuildingMinds products and services and their use by Contractor, inter alia for ensuring product and service quality, gaining further insights in BuildingMinds products and services and their use and improvement thereof (e.g., by training of AI algorithms), furthering, introduction of new features and further development of BuildingMinds products and services for the benefit of all customers. Against that background, and without any prejudice to Customer’s ownership rights in Customer Data, it is agreed that the Customer Data License includes the right for Contractor to use Customer Data for Services-related analytics and statistics, further development and furthering of BuildingMinds products and services and the other purposes described above. Any results and new data that are acquired on such basis are “Analytics Data”. Ownership in any rights in Analytics Data shall vest exclusively with Contractor, and Contractor shall be free to use and further adapt Analytics Data for all purposes and in all known forms of use, without restriction in terms of transferability, sublicenses, time, place or manner; provided, that, Contractor shall not distribute any Analytics Data to third parties unless any data included in such Analytics Data is not attributable to Customer or any Customer user of the BuildingMinds Platform Services. Contractor’s free use of Analytics Data shall be unaffected by expiration of the Customer Data License. To the extent Analytics Data become part of Contractor’s Services to Customer, Customer may use them under the SaaS License.

(5) Customer grants to Contractor an unlimited, irrevocable, perpetual, non-exclusive, worldwide, fully transferable and sub-licensable right to use for all purposes and in all known forms any feedback or recommendations and any enhancement suggestions or requests provided by Customer to Contractor, including regarding Work Results (as defined in paragraph 6 below), the BuildingMinds Platform or other products and services of Contractor or its Affiliates. Notwithstanding anything to the contrary provided in the Contract, nothing shall preclude Contractor from using for itself, or for performing services to others, any general knowledge, skills, experience, ideas, concepts, know-how, methods and techniques used or developed by Contractor in the performance of the Services.

(6) Except as otherwise provided in a PS Agreement, as between the Parties, Contractor shall own all Intellectual Property Rights to all Work Results. Subject to Section 7(8) above, Contractor hereby grants Customer an unlimited, non-exclusive, perpetual, irrevocable, worldwide, fully transferable and sub-licensable right to use Contractor’s Intellectual Property Rights that may exist in the Work Results, if any, for all known types of use (“‘Work Results License”). “Work Results” are all results of Contractor’s Professional Services rendered specifically to Customer under a PS Agreement (excluding, for the avoidance of doubt, provision of BuildingMinds Platform Services), including in particular all software, APIs, concepts, descriptions, methods, documents, materials and other items that may be protected by Intellectual Property Rights. For the avoidance of doubt, Customer will not acquire any rights to any implementation (especially in program code) of Work Results on the BuildingMinds Platform. Should Customer contribute information or materials to the Work Results (or otherwise as necessary in connection with Contractor’s performance of Professional Services) in a form that is protected as an Intellectual Property Right, Customer grants to Contractor an unlimited, non-exclusive, perpetual, irrevocable, worldwide, fully transferable and sub-licensable right to use for all purposes and in all known forms (including copying, modifying and creating derivative works of) such information and materials, including as necessary for the purposes of providing Professional Services and/or developing and freely using Work Results. To the extent that the Work Results include or rely on third-party software, the Parties will specify in the relevant Service Agreement which third party software is necessary, and Customer shall be responsible for licensing such software directly from the software provider, unless agreed otherwise in the relevant Service Agreement, and is responsible for compliance with the respective applicable terms of use. Insofar as customizations, additions to, or other modifications of the BuildingMinds Platform or other standard products or services of Contractor or its Affiliates are created within the scope of Professional Services, these shall be deemed to be part of such standard product or service, and exclusively subject to the terms of use of such standard product or service and the foregoing Work Results License shall not apply to such customizations, additions or other modifications.

(7) For the avoidance of doubt, and not in limitation of the preceding, Contractor is and shall remain the sole owner of all Intellectual Property Rights in the BuildingMinds Platform, the BuildingMinds Platform Services, and its other standard products and services and all innovations, work products, copies of, and modifications, adaptations and additions to the same regardless of who made them. If by operation of law any Intellectual Property Rights associated with the aforementioned objects are acquired by Customer, Customer shall and hereby assigns these rights to Contractor or, if and to the extent that this is not permitted by law (e.g., in certain jurisdictions in the case of copyrights), shall and hereby grants Contractor exclusive, irrevocable, fully transferable and sub-licensable rights of use (including editing and making them publicly available), unrestricted in terms of time, territory and manner.

(8) Each Party shall ensure with regard to its personnel and any third parties involved in the performance of its obligations under the Contract that a grant and/or transfer of rights as stipulated in this Section 10 is also effected, if such rights originate with, or are acquired by, such personnel or third parties.

Section 11 – Confidentiality

(1) “Confidential Information” shall include all of the following, regardless of its form (e.g., orally, electronically or in writing), and regardless of its labelling or designation as confidential or secret and the date of its exchange, whether before or after the date of the Framework Agreement or a Service Agreement:

a) All trade secrets as well as all business, technical, financial, legal or organizational information or data relating to a Party and/or its Affiliates or their respective businesses (including planned actions) which is provided or otherwise made available to the other Party or its Representatives (as defined below) in connection with the Contract, including information on products or services, business, technology, communications or marketing strategies, procurement, development, production, fulfilment, potential or actual customers, business structures or processes, security measures, pricing, revenue, costs, financial planning or staff as well as other know-how, including algorithms and data; and

b) All drafts, extracts, summaries, correspondence and all other materials, information and data, including copies, that contain, reflect or are derived from items specified above.

(2) Each Party (in such capacity, the “Recipient”) agrees to keep Confidential Information of the other Party (in such capacity, the “Discloser”) in accordance with this Section 11 confidential, to strictly protect it against unauthorized access and use by anyone and to use and reproduce it only to the extent necessary for the purposes of the Contract or as otherwise permitted under the Contract. The Recipient shall take all appropriate measures to treat Confidential Information in strict confidentiality, that may not fall short of measures and precautions that the Recipient takes to protect its own comparable confidential information and in any event handling such information with no less than a reasonable standard of care. Only channels, systems and locations secured against access of unauthorized persons shall be used for the transmission, filing and storage of Confidential Information.

(3) The obligations pursuant to this Section 11 shall not apply to information that:

a) is generally available in the public domain other than through a breach of the Contract;

b) is expressly and specifically identified in writing as non-confidential by the Discloser;

c) is lawfully obtained by the Recipient from a third party unrelated to the Discloser, provided that the Recipient has no reason to believe that this third party lacks the unrestricted right to disclose the information to the Recipient;

d) is independently developed by the Recipient without use of, or reference to, any Confidential Information disclosed under the Contract; or

e) must be disclosed under mandatory law or a court or public authority order (in such case, the Recipient, if legally permitted, shall inform the Discloser of the (prospective) disclosure requirement without undue delay and give it the opportunity to take actions against the disclosure, and shall support it in protecting Confidential Information as far as possible).

(4) The Recipient may disclose Confidential Information to the following persons (“Representatives”): (i) the Recipient’s Affiliates, (ii) the Recipient’s or its Affiliates’ directors, officers, employees, advisors and other subcontractors, and (iii) other third parties subject to the explicit prior written consent of the Discloser, however only to the extent that the relevant Confidential Information is reasonably and specifically needed by the Representative to work in its area of responsibility in connection with the Contract and provided that such Representative has been made aware of the confidential nature of such Confidential Information and is bound in relation thereto by professional or other (statutory or contractual) confidentiality obligations comparable with those under the Framework Agreement. The Recipient shall ensure that its Representatives fully comply with the confidentiality obligations pursuant to the Framework Agreement (in the same manner as if such obligations had been directly assumed by them), and the Recipient shall be fully liable for any breach of these confidentiality obligations by them.

(5) Upon the Discloser’s request and, at the latest, upon termination of the Framework Agreement and all Service Agreements, the Recipient shall either promptly delete or return to the Discloser and then delete all Confidential Information, or cause its return or deletion; provided, however, that, Confidential Information may be retained to the extent and for as long as required under Applicable Law or the Contract, and electronic copies of Confidential Information created in the course of standard electronic back-up procedures may remain stored in accordance with customary data retention policies, provided that no attempt is taken to access it; the provisions of this Section 11 apply to such Confidential Information until its complete deletion. Contractor can fulfil its requirement to return Customer’s Confidential Information by making it available for extraction on the BuildingMinds Platform.

(6) The confidentiality obligations of this Section 11 expire five (5) years after the end of the Contract (and with respect to Confidential Information constituting trade secrets, for so long thereafter as such Confidential Information continues to constitute trade secrets).

Section 12 – Data Protection

(1) The Parties will comply with all laws and regulations for protection of personal data applicable to them, including, but not limited to, (a) US state Personal Data Protection Acts, (b) the US California Consumer Privacy Act (CCPA), (c) General Data Protection Regulation (EU) 2016/679 (GDPR), (d) the UK Data Protection Act and the UK General Data Protection Regulation, (e) the Brazilian General Data Protection Law (LGPD), (f) the Swiss Federal Act on Data Protection, (g) the Canadian Personal Information Protection and Electronic Documents Act, SC 2000 c 5, Personal Information Protection Act, SBC 2000, c 63, Personal Information Protection Act, SA 2003, c P‑6.5, and Act respecting the protection of personal information in the private sector, CQLR c P-39.1, and/or (f) any other statutory laws on the protection of personal data which may be applicable to the processing of personal data under the Contract as may be amended or superseded from time to time.

(2) To the extent that the General Data Protection Regulation (EU) 2016/679 (GDPR) or US state Personal Data Protection Acts, including the US California Consumer Privacy Act (CCPA), apply to the provision of Services under the Contract, the following is agreed:

(A) With respect to Services requiring the processing of personal data by Contractor on behalf of Customer, acting as data controller, Customer hereby appoints Contractor as data processor. To the extent Contractor processes personal data on behalf of Customer, the provisions of the most current version of the data processing agreement available at the time of conclusion of the Framework Agreement at https://buildingminds.com/data-processing-agreement (“DPA”) apply and are deemed incorporated into the Contract. When executing its instruction rights as data controller, Customer will ensure that there is a legal basis for the processing of personal data by Contractor.

(B) Customer’s instructions as data controller are generally implemented in the Contract, including the DPA. Subsequent instructions are given through the use of configuration options of the Services. Should additional instructions or requests issued by Customer based on the DPA, or the exercise of rights under the DPA by Customer (e.g., objections to sub-processor changes, requests to assist in complying with obligations under Art 32 to 36 GDPR or other applicable data protection laws, requests to assist in answering data subject’s enquiries or requests to enable Customer audits), require implementation efforts of Contractor outside of the standard scope of the Services, Customer shall separately compensate any such additional effort on a time and materials basis at the daily rates agreed in Exhibit 1, and reimburse Contractor for any additional expenses. This compensation and reimbursement obligation of Customer does not apply to the extent Customer’s instruction, request or exercise of rights became necessary due to Contractor’s breach of Applicable Law or the Contract.

(C) FOR AVOIDANCE OF DOUBT, IN THE EVENT OF A BREACH OF THE DPA, THE APPLICABLE LIABILITY PROVISIONS SET FORTH IN SECTION 9 HEREOF SHALL APPLY.

(D) Should the DPA be terminated for any reason, Customer shall ensure that no personal data is provided to Contractor for processing on behalf of Customer as long as no new data processing agreement between the Parties is in place.

Section 13 – Publicity

Customer hereby grants Contractor the right to issue a public announcement that Customer has become a customer of Contractor, and to reproduce and display Customer’s name, logo and trademarks on Contractor’s website and in brochures, social media, marketing materials and other online and offline communication channels for the purpose of identifying Contractor’s relationship with Customer. Except as provided in the preceding sentence, all media releases, public announcements and public disclosures by either Party relating to the Contract or its subject matter shall require the mutual approval of the Parties.

Section 14 – Force Majeure

“Force Majeure” means the occurrence of unforeseeable, extraordinary circumstances, including, e.g., interruptions to business, natural disasters, epidemics or pandemics, war, acts of terrorism, riots, interference by government authorities, strikes or lockouts, disruptions of third-party information technology, telecommunication, energy supply and other systems, networks or devices. Should either Party be prevented from fulfilling its obligations (except for payment obligations) through Force Majeure, the respective performance obligations shall be suspended, any service levels shall not apply, and any dates agreed shall be postponed for a reasonable period of time.

Section 15 – Indemnification

(1) Contractor shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by an unaffiliated third party alleging that the use of the Services, including the BuildingMinds Platform or Work Results, as permitted under the Contract infringes or misappropriates the copyrights, trademarks or patent of that third party, and shall indemnify Customer for any damages finally awarded against Customer in connection with any such Claim; provided, that Customer (a) promptly gives Contractor written notice of the Claim; (b) gives Contractor sole control of the defense and settlement of the Claim; and (c) provides to Contractor all reasonable assistance. If such a Claim is made or appears possible, Customer agrees to permit Contractor, at Contractor’s sole discretion, to enable Customer to continue to use the allegedly infringing item, as applicable, or to modify or replace any such infringing material to make it non-infringing. If Contractor determines that none of these alternatives is reasonably available, Customer shall, upon written request from Contractor, cease use of, and, if applicable, return, such materials as are the subject of the infringement claim. This Section shall not apply to the extent that the alleged infringement relates to Services provided free of charge or arises from (i) any specifications, requirements or instructions provided by Customer, or modification of any of the Services, including the BuildingMinds Platform or Work Results, by a party other than Contractor, (ii) combination, operation or use of any of the Services, including the BuildingMinds Platform or Work Results with other software, hardware or services not provided by Contractor where the alleged infringement relates to such combination, operation or use, (iii) use of a superseded or altered release of the Services, if such infringement would have been avoided by the use of a then-current release of the Services, as applicable, (iv) any Customer Data or third party data procured by Customer for use with the Services (any of the foregoing circumstances under clauses (i), (ii), (iii), or (iv) “Customer’s Indemnity Responsibilities”). THIS SECTION STATES CONTRACTOR’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

(2) Customer shall defend Contractor against any Claim made or brought against Contractor by an unaffiliated third party (i) arising out of or related to Customer’s Indemnity Responsibilities, and/or (ii) alleging that the Customer Data, or Customer’s use of any Services, including the BuildingMinds Platform or Work Results, in violation of the Contract, infringes or misappropriates the rights of that third party or violates applicable law, and shall indemnify Contractor for any damages finally awarded against Contractor in connection with any such Claim; provided, that Contractor (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of the Claim; and (c) provides to Customer all reasonable assistance.

Section 16 – Miscellaneous

(1) Customer may not assign or otherwise transfer its rights, interests or obligations under the Contract, and no attempted assignment shall be effective, without Contractor’s prior written consent. The Contract, together with any other documents incorporated therein by reference and all related attachments, appendices and exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Contract and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(2) The Contract shall be concluded in writing and no modification, variation or amendment of the Contract shall be effective without the written consent of both Parties. For purposes of the Contract, “written” form shall be deemed fulfilled in case of a signed copy of the relevant document (including its separate counterparts), its transmission by way of telefax, use of digital signatures (e.g., via DocuSign), email or other electronic format, in each case with an attached or embedded PDF or other image file format copy.

(3) Oral or written side agreements have not been concluded. In particular, no general purchase order conditions of Customer apply, even if reference is made to them in an order of Customer and Contractor does not object.

(4) The Framework Agreement and all Service Agreements shall be governed by and construed under the laws of the State of New York, U.S.A., without regard to the conflicts of laws provisions thereof.

(5) Nothing in the Contract is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors and permitted assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever.

(6) The place of fulfilment is at Contractor’s seat. Exclusive jurisdiction and venue for actions related to the Framework Agreement and all Service Agreements will be the Federal and State courts located in New York, New York, U.S.A., and both Parties consent to the jurisdiction of such courts with respect to any such actions. To the extent not prohibited by law, each of the Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to the Framework Agreement and all Service Agreements.

(7) Customer and its users’ use of the Services and the BuildingMinds Platform, is subject to the customs and export control laws and regulations of the United States and may also be subject to the customs and export laws and regulations of other countries. Customer and its users will fully comply with all applicable customs and export control laws and regulations of the United States and any other country where Customer or its users use the Services or the BuildingMinds Platform. Customer certifies that Customer and its users are not on any U.S. Government Lists of prohibited persons. Customer further certifies that neither Customer nor its users will export, re-export, ship, transfer or otherwise use the Services, or the BuildingMinds Platform in any country subject to an embargo or other sanction by the United States.

(8) All notices or other communications required or permitted to be given or delivered under the Contact shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the first business day after sending by email. All notices to a Party shall be addressed to the Party’s address set forth in the Service Order or to such other address or person as either Party may from time to time designate to the other in writing.

(9) If individual provisions of a Contract are or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties shall endeavour to replace the invalid or unenforceable provision with a provision which fulfils the contractual aim as well as possible from a legal and economic point of view. The same applies in case of a contractual gap.

EXHIBIT 1 TO FRAMEWORK TERMS AND CONDITIONS -

DAILY RATES AND TRAVEL AND ACCOMMODATION EXPENSES

1. Daily Rates

With regard to Section 7(2) of the Framework Terms and Conditions and in all other cases of compensation on a time and materials basis under the Contract, the following daily rates are agreed for the persons deployed by Contractor:

2. Travel and Accommodation Expenses

With regard to Section 7(3) of the Framework Terms and Conditions and in all other cases of expense reimbursement by Customer under the Contract, the following maximum rates and other provisions to be observed are agreed for the travel and accommodation costs of Contractor and the persons it deploys: