Main Service Agreement

Building AI Solutions, Inc.

Main Service Agreement (MSA) & Service Level Agreement (SLA)

This Main Service Agreement and Service Level Agreement governs customer’s acquisition and use of BUILDING AI SOLUTIONS software, aida^TM.

BY ACCEPTING THIS AGREEMENT, BY (1) MAKING A PURCHASE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

aida^TM direct competitors are prohibited from accessing the Services, except with aida^TM prior written consent.

This Agreement was last updated on June 15, 2025. It is effective between Customer and aida^TM as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Main Services Agreement.

“Beta Services” means aida^TM services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by aida^TM from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non- aida^TM Applications.

“Free Services” means Services that aida^TM makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, an AppExchange.

“Non- aida^TM Application” means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation. aida^TM Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and aida^TM or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by aida^TM, including associated aida^TM offline or mobile components, as described in the Documentation. “Services” exclude Content and Non- aida^TM Applications.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by aidaTM without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, aidaTM at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. aida^TM Responsibilities

2.1 Technical Support: Provide timely technical support to address any issues or questions related to the software. Support is offered through various channels, such as, email, remote access, or a ticketing system. The hours of support availability, response time commitments, and any escalation procedures are outlined in Supplement A of This Agreement.

2.2 Documentation Updates: All documentation, including user manuals, installation guides, and API documentation, is kept current with the latest software version and features.

2.3 Performance Monitoring and Optimization: Monitor the software’s performance and take necessary actions to optimize its efficiency and minimize downtime.    

• Reporting: Provide regular reports to the client on maintenance activities, including details of any updates or upgrades applied, issues resolved, and the status of support requests. 

3. Use of Services and Content

3.1 Permitted Use

Subject to the terms of this Agreement, aida™ grants Customer a limited, non-exclusive, non-transferable right to access and use the Services and Content solely for Customer’s internal business purposes. Customer shall ensure that use of the Services and Content complies with all applicable laws and regulations.

3.2 Prohibited Use

Customer shall not:

(a) make the Services or Content available to, or use the Services or Content for the benefit of, anyone other than Customer or Users;

(b) sell, resell, license, sublicense, distribute, rent or lease the Services or Content;

(c) use the Services or Content to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(d) use the Services or Content to store or transmit Malicious Code;

(e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;

(f) attempt to gain unauthorized access to the Services, Content, or related systems or networks; or

(g) use the Services or Content to benchmark or monitor their availability, performance, or functionality, or for any other competitive purpose.

3.3 Content Ownership and Restrictions

All rights, title, and interest in and to the Content and Services, including all related intellectual property rights, are and will remain the exclusive property of aida™ and its licensors. Except as expressly set forth herein, no rights are granted to Customer.

3.4 Third-Party Content and Applications

Content made available through the Services may include data obtained from third-party sources. Customer acknowledges that such Content is provided “as is” and subject to restrictions imposed by those third-party providers. Use of Non-aida™ Applications is governed by separate terms between Customer and the provider of such applications, and aida™ is not responsible for Non-aida™ Applications or their content.

3.5 User Responsibilities

Customer is responsible for Users’ compliance with this Agreement and all activities occurring under Customer’s accounts. Customer will use reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify aida™ promptly of any unauthorized access or use.

3.6 Data Privacy

Service Provider shall implement and maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, loss, destruction, alteration, or disclosure. Such measures shall include, at a minimum, encryption of Customer Data in transit and at rest (where feasible), regular security testing, and access controls. Service Provider will promptly notify Customer of any confirmed unauthorized access to Customer Data and will cooperate with Customer in investigating and mitigating such breach. The parties agree to comply with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and other relevant laws as applicable.

4. Maintenance Services

The Service Provider will provide technical support and troubleshooting services for the Software in accordance with the terms and conditions outlined in the separate Software Maintenance Agreement executed between the Client and the Service Provider. This Agreement does not establish or modify the rights and obligations related to maintenance services, which are defined solely within the Software Maintenance Agreement.

5. Maintenance Fees and Expenses

The Client agrees to pay the Provider the fees as specified in the applicable Order Form that references this Agreement. The Order Form will outline the scope of services included in the recurring subscription license, and any additional services or expenses will be subject to prior written approval by the Client. The Service Provider reserves the right to adjust fees annually, with a maximum increase of fifteen (15) percent, provided they give at least sixty days’ notice. Any services beyond the agreement’s scope will be billed at the Provider’s prevailing rates, subject to prior written approval from the Client. The Client is responsible for all taxes. The Client will reimburse the Service Provider for travel expenses upon prior written approval. These expenses must be paid within thirty days of service. Upon termination, the Service Provider will be reimbursed for incurred costs and commitments not yet paid by the Client

6. Client Obligations and Responsibilities

1. Timely Payments: The client agrees to make timely payments for the maintenance services as outlined in the agreement, including adhering to any payment schedules, fees, and charges specified.
2. Access and Cooperation: Provide the service provider with necessary access to the software and related systems or information as required for performing maintenance tasks. This includes granting permissions, providing necessary credentials, and ensuring reasonable cooperation from the client’s staff.
3. Use of Software: Use the software in accordance with the terms outlined in the software license agreement, including any restrictions on use, copying, or modification. The client should avoid unauthorized use that could lead to damage or excessive support requests.
4. Notification of Issues: Promptly notify the service provider of any issues, defects, or malfunctions with the software, providing detailed information and cooperation as needed to diagnose and resolve the issue.
5. Software and Hardware Environment: Maintain the hardware and software environment in which the software operates as per the specifications or recommendations provided by the service provider.
6. Change Management: Inform the service provider of any significant changes to the client’s operational environment or use of the software that could affect the maintenance services.
7. Data Backup and Recovery: Implement and maintain a data backup and recovery plan to protect against data loss or corruption.

7. Service Level Agreement (SLA)
   1. Support Channels:
      1. Email: support@buildingsolutions.io
      2. Web Ticketing system

• Remote Access: By Appointment

1. Support Hours
   1. Standard Support: Monday–Friday, 9 AM – 6 PM EST (excluding holidays)
2. Escalation Support Path
   1. Tier 1: Initial Triage
   2. Tier 2: Developer-level intervention

• Tier 3: Engineering team escalation

1. Executive Review: Any unresolved issues >5 business days

1. Support Tier and Response Times

Severity	Description	Response Time	Resolution Target
P1 – Critical	Complete outage or major data loss	4 business hours	2 business days
P2 – High	Major impact on functionality	1 business day	5 business days
P3 – Medium	Minor impact, non-critical issues	2 business days	Next scheduled update
P4 – Low	General questions or cosmetic issues	5 business days	At Provider’s discretion

8. Term and Termination

1. Term: This Maintenance Agreement shall commence on the Commencement Date stated in Supplement A and continue for an initial period defined in Supplement A (“Initial Term”). This Maintenance Agreement shall thereafter renew for successive periods defined in Supplement A (“Renewal Term”), of which Service Provider will notify Client in writing at least sixty (60) days prior to the expiration date, unless terminated by either party upon written notice to the other party pursuant to Section 12(b) below.  All terms and conditions of this Maintenance Agreement shall apply during the Renewal Term, except for the fees.  The fee for the Renewal Term shall be the Service Provider’s rates then in effect.
2. Termination: This Maintenance Agreement shall terminate (i) immediately upon termination or expiration of Client’s right to use the Software; (ii) upon expiration of the then-current term, provided that at least sixty (60) days advance written notice of termination is given to Service Provider by the Client; (iii) upon expiration of the then-current term, provided that at least sixty (60) days advance written notice of termination is given to Client by the Service Provider; or (iv) upon thirty (30) days advance written notice if the other party has breached this Maintenance Agreement and has not cured such breach within such notice period.

9. Limited Liability

Service Provider does not guarantee that the problems will be solved or that any item will be error-free. This agreement is only applicable to aida™ Software running under the certified environments specified in the release notes for that product. Service Provider will provide the Client with substantially the same level of service throughout the term of this agreement. Service Provider may from time to time, however, discontinue Software products or versions and stop supporting Software products or versions one year after discontinuance, or otherwise discontinue any support service. Service Provider is not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage),even if foreseeable or if Client has advised of such a claim. Service Provider’s liability shall not exceed the fees that Client has paid under this agreement.

10. Sole Remedy

Client’s sole and exclusive remedy for Provider’s failure to meet the SLA shall be a service credit equal to 5% of the monthly subscription fee for each validated Severity 1 incident not resolved within the specified timeframe, capped at one month of subscription fees per calendar year.

11. Exclusions

The following are excluded from this Agreement.

• Beta and Free Services: Any issues or damages arising from Customer’s use of Beta Services or Free Services are excluded. These services are provided “as-is” without warranties or service commitments.
• Unauthorized Integrations: Any disruptions, failures, or damages resulting from the use of unauthorized third-party integrations, tools, or applications not certified or approved by the Service Provider.
• Customer Customizations: Any issues stemming from Customer’s custom configurations, scripts, or modifications to the Services, Content, or underlying system code.
• Legacy Systems: Service disruptions or limitations caused by the Customer’s use of outdated or unsupported hardware, software, or network environments.
• Third-Party Data Sources: Inaccuracies or defects in data provided through third-party content providers or external databases integrated into the Services.
• Non-Production Environments: Any incidents occurring in Customer’s development, testing, or staging environments unless specifically covered by an Order Form.
• Third-Party Network Failures: Failures or delays due to internet service providers, telecommunications carriers, or other third-party networks beyond the control of the Service Provider.
• Delays Caused by Customer: Any delays in service delivery or resolution caused by Customer’s failure to provide necessary information, approvals, or access in a timely manner.

12. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, civil disturbances, labor disputes, or governmental actions. The affected party shall promptly notify the other party and use reasonable efforts to resume performance.
    1. Client-Induced Issues: Issues arising from the client’s actions or decisions, such as unauthorized modifications to the service, misuse of resources, or failure to follow recommended best practices.
    2. Third Party Services or Equipment: Any services, equipment, or components provided by third-party vendors that are not under the direct control of the service provider. This may include cloud services or external software.
    3. Scheduled Maintenance: Planned downtime for maintenance and upgrades, which will be communicated to the Client in advance.
    4. Security Breaches and Cyberattacks: Any security breaches, cyberattacks or data breaches caused by external threats or actions, unless it can be proven that the attack or breach was a result of the Service Provider’s failure to implement agreed-upon security measures.
    5. Client’s failure to meet minimum system requirements: Service disruptions or performance issues resulting from the Client’s failure to maintain minimum system requirements or compatibility specified by the service provider.
    6. Non-Payment or Breach of Contract: Failure by the Client to make timely payments as per the agreed-upon billing terms or any other material breach of the contract by the Client.

13. Notice

Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed

certified, return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed to the parties at their respective addresses set forth below their signatures hereto or at such other address given as provided herein.

14. Entire Agreement; Modification; Waiver

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.  Except as otherwise set forth herein, this Agreement may be modified in writing signed by both parties.  The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Where applicable, maintenance services related to perpetual licenses are governed by the aida™ Software Maintenance Agreement, which shall be incorporated by reference into this Agreement. In the event of any conflict, the terms of this Main Service Agreement shall prevail unless otherwise expressly stated.

15. Governing Law/Dispute Resolution

This Agreement and its validity, construction, and performance shall be governed in all respects by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of New York laws.  The parties hereto submit to the exclusive jurisdiction of the courts of the State of New York, County of Richmond. In the event that Company must engage the services of an attorney (regardless of whether legal action is commenced) or, in fact, commences legal action to either enforce any term of condition contained herein, or to enjoin Representative from engaging in conduct inconsistent with the terms and conditions contained herein, Representative shall be responsible for reimbursing to the Company all reasonable attorneys’ fees and costs incurred by the Company.