MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (the “Agreement”) contains the terms and conditions upon which Computer Methods International Corp., an Ontario corporation, (“Licensor”) grants to Licensee (as defined below), a limited term license to use the Products (as defined below) that are part of the Hikuu Construction Cloud Software System (the “Program”). Please read this Agreement carefully as it governs the Order Form (as defined below).

DEFINITIONS

“Licensee” means the company or other legal entity that is entering into this Agreement and licensing the Products, and includes affiliates of that company or entity.  If someone enters into this Agreement in his own name, but is doing so within the scope of his employment or in connection with his engagement as an independent contractor, then the term “Licensee” includes the person’s employer or principal contractor, as applicable.

“Order Form” means an ordering document specifying what is being licensed hereunder, which document is entered into between Licensee and Licensor or any of Licensor’s affiliates and includes any addenda and supplements thereto. By entering into an Order Form hereunder, an affiliate of the Licensee agrees to be bound by the terms of this Agreement as if it were an original party hereto.  This Agreement governs the Order Form and the Order Form is hereby incorporated into and forms part of this Agreement.

“Products” means the products identified on the Order Form under the heading “PRODUCTS” that are being licensed by Licensee.  The Products are part of the overall Program.

SECTION 1: LICENSE GRANT

      1.1.  Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable, limited license (without the right to grant sub-licenses) to utilize the Products for the number of users specified for each Product on the applicable Order Form, subject to the terms and conditions of this Agreement and the applicable Order Form.

SECTION 2: LIMITED USE; PROPRIETARY RIGHTS

      2.1.  This Agreement conveys to Licensee a non-exclusive, non-transferable, limited license (without the right to grant sub-licenses) to utilize the Products during the Term (as defined below). Except for the limited license granted herein, Licensee does not receive and shall not assert any right, title, or interest in or to the Products or the Program.

      2.2.  Licensor claims and reserves to itself and its licensors all rights and benefits in the Products and the Program afforded under applicable US, Canadian and international copyright laws and conventions.

      2.3.  Licensee shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information and materials, to protect the Products and the Program and any other confidential information of CMiC against any unauthorized or unlawful use.

SECTION 3: TERM OF AGREEMENT; RENEWAL/TERMINATION; FEES/PAYMENT; SUSPENSION; NO REFUNDS

      3.1.  This Agreement commences on the “Contract Start Date” identified on the Order Form and continues until the “Contract End Date” identified on the Order Form (the “Term”).  This Agreement may be renewed as outlined below.

3.2.  Approximately sixty (60) days prior to the end of the Term, Licensor shall send Licensee an invoice that, if paid, will act to renew this Agreement for an additional term (the “Renewal Term”).  Any Renewal Term shall be for a period of one (1) year or for an amount of time equal to the length of the Term, whichever is shorter.  The invoice shall set out the license fee for the Renewal Term, which may be greater than, less than, or equal to the license fee of the expiring Term.  If Licensee pays Licensor the license fee set out in the invoice prior to the last day of the Term, this Agreement shall be considered to be renewed for the Renewal Term.  If Licensee does not pay Licensor the license fee set out in the invoice prior to the last day of the Term, Licensee’s access to the Products shall be turned off following the last day of the Term and this Agreement shall be deemed to be terminated.  The foregoing process shall be repeated at the end of the Renewal Term (with the word “Term” meaning the then current term) and any further terms thereafter until Licensee chooses not to renew this Agreement and each further term shall be considered a “Renewal Term”.  Notwithstanding any of the foregoing, if Licensee’s access to the Products is shut off due to non-renewal and the Licensee subsequently decides it wishes to continue with the Agreement, upon Licensee’s payment to Licensor of the license fee for the Renewal Term, Licensor shall restore Licensee’s access to the Products and this Agreement shall be re-instated with the date of access restoration being considered the first day of that Renewal Term.

3.3.  The fees that the Licensee must pay to the Licensor for licensing the Products from the Licensor are as set out on the Order Form.  All other payment terms are also found on the Order Form.

       3.4.  If Licensee fails to comply with any provision of this Agreement, including, but not limited to, failure to pay any fees pursuant to the Order Form, Licensor shall notify Licensee of the failure in writing and if Licensee does not cure such failure within thirty (30) days of receiving the notice, Licensor may suspend Licensee’s access to the Products.  Further, if Licensee does not pay for other services, including, but not limited to, training and programming, that are related to this Agreement within the timeframe required for payment, Licensor may, after providing Licensee with thirty (30) days written notice to cure, suspend Licensee’s access to the Products until the required payment is made.  Licensee shall not receive any refund or other payment if access to the Products is suspended hereunder.

3.5.  Under no circumstances shall any amounts paid by Licensee to Licensor pursuant to this Agreement, including, but not limited to, amounts paid pursuant to the Order Form, be refunded to Licensee.

      3.6.  Sections 2.2, 2.3, 5, and 6 shall survive termination or expiration of this Agreement and shall remain binding upon the parties in perpetuity.

SECTION 4: IMPLEMENTATION GUIDE

4.1.  Licensee acknowledges that it has reviewed the Implementation Guide found at the following link: https://hikuuapp.com/legal/implementationguide.pdf (the “Implementation Guide”).  Licensee understands and agrees that it is its responsibility to implement the Products, and acknowledges that CMiC has recommended that the implementation is conducted in accordance with the steps outlined in this Implementation Guide.

SECTION 5: NO WARRANTIES

      5.1.  LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND THE PROGRAM AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS RELATED TO THE CONDITION THEREOF, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN, AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

      5.2.  In no event shall Licensor be liable to Licensee or any third party for: claims for any loss of profits, business interruption, or loss of business information; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Licensee, even if Licensor has been advised of the possibility of any of the foregoing claims/damages.  If for any reason Licensor is liable to the Licensee or any third party for any of the foregoing, in no case shall Licensor be liable for an amount that is more than the amount that has been paid by Licensee to Licensor for the licensing of the Products in the twelve (12) months prior to any claim.

SECTION 6: CONFIDENTIALITY

Except for disclosure to responsible employees and professional advisors on a confidential and as-necessary basis in order to fulfill the purpose of this Agreement, Licensee shall not disclose to any third party any of Licensor’s proprietary/confidential information, including, without limitation, the Products and the Program.

SECTION 7: NOTICES

Any notice due or to be given hereunder to Licensor shall be in writing by U.S. or Canadian mail or commercial delivery service such as Federal Express and delivered to Licensor at 4850 Keele Street, Toronto, Ontario, Canada, M3J 3K1.

SECTION 8: MISCELLANEOUS

      8.1.  The obligations of this Agreement are personal to Licensee. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Licensor.

      8.2.  This Agreement shall be governed in accordance with the laws of the Province of Ontario. Any dispute arising out of this Agreement shall be finally and exclusively settled in the Toronto courts located in Ontario, Canada.

      8.3.  This Agreement, including the Order Form and any other documents referenced herein, constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof, and may only be amended by a writing executed by both parties.

      8.4.  This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

      8.5.  The use of the singular herein includes the plural and vice versa; the use of the neuter includes the masculine and the feminine.

      8.6.  Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed or construed to confer any rights of third-party beneficiary on any person.

8.7.  Anyone entering into this Agreement on behalf of a company, within the scope of employment, or in connection with an engagement as an independent contractor hereby represents and warrants to Licensor that he is authorized to accept this Agreement on the company’s, his employer’s, or his principal contractor’s behalf, as applicable.