hektar-license-agreement.md

General Terms and Conditions

These General Terms and Conditions are applicable by reference to the subscription plan selected by the Customer on Parametric Solutions' platform. The agreement is entered into between Parametric Solutions AB, reg. no. 559262-2871, a Swedish limited liability company incorporated under the laws of Sweden (" Parametric"), and the Customer, regarding the Customer's use of the services provided by Parametric. Details, including commercial details, of the selected subscription plan are provided on the Parametric platform. Parametric and Customer are individually referred to as a " Party" and collectively as the " Parties".

In case of any discrepancy between these General Terms and Conditions and the details provided on the Parametric platform, the details on the platform shall prevail.

Background

Parametric has developed Cloud-based tool for automatically running Scripts that creates a set of alternative design solutions for placing buildings and other objects on Sites (defined below) (" Hektar AI" or the " Platform").

The Customer wishes to subscribe to the services including access to the Platform, from Parametric based on the terms and conditions of this Agreement.

Definitions

The following words and expressions and their inflectional forms in the Agreement have the following meanings:

" Affiliate" shall mean any company or other entity which directly or indirectly controls, is controlled by or is under common control with Customer, where 'control' means the ownership of more than 50 % of the issued share capital or other equity interest or the legal power to direct or cause the direction of the general management and policies of Customer or such company or other entity.

" Agreement" means these General Terms and Conditions and any appendices referred to in connection with the subscription plan selected by the Customer on the Platform.

" Business days" means days when commercial banks are open for general banking business (other than Internet banking) in Sweden.

" Script" means a specific design logic or algorithm that is used to create different scenarios for a site or property. A script is a piece of code that can be run from within the platform to provide the user with design scenarios on a specific site. A script is subject to change over time with the goal of increasing the quality and feasibility of the studies, and this may result in different suggested design solutions over time.

" Confidential Information" means all information that is provided orally or in writing shall be confidential, and all other information that due to its nature and circumstances otherwise should reasonably be regarded as confidential, such as but not limited to a Party's business activities, financial, commercial-, and technical nature, information concerning products and development, trade secrets, know-how, information about personnel, consultants, customers and suppliers concerning each Party, and the content in this Agreement. Confidential information shall not refer to the following:

(a) information that is publicly known or becomes public knowledge in a way other than through breach by a Party of the content of this Agreement; (b) information that a Party can demonstrate that it already was aware of before receiving it from the other Party; and (c) information that a Party has received from a third party without being bound by a duty of confidentiality in relation to it.

" Critical Maintenance" means the correction of critical software faults and hardware failure including security patches on third party applications.

" Customer" means the party using the platform provided by Parametric based on the subscription plan selected on the platform.

" Customer Data" means the information and data provided by Customer pursuant to Section 4.5.

" Deliverable" means the exportable reports and 3D-files generated from a Study that is an output from the Service.

" Design Solutions"means a conceptual proposal for the placement of buildings and objects on the Region. A design solution includes: an image, a 3D model (volume representation) of the objects and associated key figures. For the avoidance of doubt, the proposals are only represented as simplified volumes, and certain deviations from the proposals and their key figures may need to be made when the level of detail increases in later design stages.

" Documentation" means user's manuals, guidelines, instructions, training material, specifications and product information relating to the Service and its use, which is provided to Customer by Parametric, publicly published by Parametric, or otherwise available on the Website. Except for Documentation publicly published by Parametric, any Documentation shall be considered as Confidential Information of Parametric.

" Effective Date" means the start date for the Service as determined by the subscription plan selected on the Parametric platform; or, if such date is not stated, the date the subscription plan is confirmed by both parties " Expenses" means out-of-pocket expenses incurred by Parametric in connection with the provision of the Services for which Parametric seeks reimbursement from Customer.

" Order" means the commercial terms for the Customer's use of the Service which the Parties have agreed containing for instance the pricing, subscription period, and other specific terms and conditions applicable to the use of the Service.

" Site"means the property, piece of land (or part of such property or land), geographical area, site, or region defined by a boundary as set by Customer.

" Service" means the service set forth in Section 4.1.

" Subscription Fee" means the subscription fees for the Service as determined by the subscription plan selected on the platform.

" Subscription Plan" is equivalent to the "Order" and is presented to the user so that the user can select and subscribe directly via the platform.

" Standard Objects" refers to Parametric's predefined assortment of buildings, houses, and various other objects and details. This encompasses a diverse range of elements, including but not limited to volumetric typologies such as lamellas, point houses, or quarter structures, core typologies designed for residential schemes or various house configurations tailored for single-family housing schemes.

" Study"means a set of Design Solutions on a Site with associated analyses.

" Term"means the subscription period and any renewals as set out in Section 13.1.

" Users" means individuals, including Customer's employees or anyone authorized by Customer, who are granted access to and use of the Platform. This may also include the Customer when they are utilizing the Platform.

grant of use

1. Grant of use. Parametric grants Customer a world-wide, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Platform including the Documentation as permitted by and subject to the terms of this Agreement.

2. Users. The license allows Customer's Users the right to remotely access and use the Platform solely for Customer's internal business purposes. The right to use the Platform is limited to the number of Users included in the subscription chosen by Customer. Each User must be a physical person and must be provided with a user account and each user account must only be used by the registered person. Customer is fully responsible for ensuring that the Users' use of the Platform and the Service complies with this Agreement and any instruction provided by Parametric. The Customer shall ensure that all Users have committed themselves to a confidentiality undertaking in writing that corresponds to the terms and conditions of this Agreement.

Customer may, at any time during the Term, choose to upgrade its subscription to a higher subscription tier through the automatic upgrade functionality provided in the platform. The upgrade will take effect immediately upon Customer's selection within the platform. No written request is required for this automated upgrade process.

The user may as well downgrade the account to a lower tier at any time during the Term. The downgrade will take effect upon the next renewal and the user will hence be able to use the Platform at the current subscription level util the next renewal will (or would have) taken effect.

5. Restrictions and obligations. Using the Platform and the Service, Customer warrants that it must:

(a) take all necessary actions to prevent unauthorized access to the Service; (b) only access and use the Service through the API or interface provided by Parametric, and not remove or modify any markings, trademarks or notices; (c) not make any copies of or otherwise commercially exploit or make the Service or any features or ideas in the Service available to any third party; (d) not use an automated software program, spider, web-crawler, URL checker, computer "robot", or other program to access the Service; (e) make changes or modifications to, take apart, decompile, disassemble, dismantle all or part of the Service, including attempts to do so. This prohibition also applies to software in the Service, including source code and software used to provide the Service; and (f) not use the Service in a way that is not consistent with this Agreement, and the applicable laws, rules, and regulations. 6.

Customer must ensure that all data entered into the Service by Customer, including Customer Data,

(a) is free from viruses, trojans, worms and other malicious software or code; (b) is legal, does not breach any agreements, third party rights or data protection laws; and (c) that such data cannot otherwise damage or adversely affect Parametric's system or the Service. 2.

the service

1. The Service. Parametric shall, against Customer's payment of the fees and costs set out in the selected subscription plan, make the Platform available to Customer during the Term. Through the Platform, Users have access to functionality to execute Studies and thereby automatically create a set of Design Solutions on theCustomer's Region. The scope of service, including without limitations number of Studies, Users, and other features, depends on the subscription chosen by Customer which is further specified in the selected subscription plan.

The Design Solutions are based on Parametric's Standard Objects and standard typologies.

For the User to use the Service in the intended manner, the User must enter certain data on each Site that user wishes to run through the Service, such data may include but is not limited to its area, street access points, division lines, building types, typologies, and correlated dimensions (" Study Specification"). The user is responsible for the accuracy of any Study Specification.

4. Customization services etc.Through the Service Customer will have access to Parametric's Standard Objects and features from time to time. Any request from Customer to make any customizations, adjustments, and developments to the Service, including but not limited to creating buildings and objects based on Customer's measures, will be outside the scope of Service and developed subject to Parametric's written confirmation (which can be given by e-mail) and charged with a consultancy fee specified in a separate quotation upon such request. Unless otherwise has been expressly agreed in writing, all rights to any new developments, customizations, and features shall vest with Parametric and Customer will have the right to use such new feature subject to Section 3 above.

5. Customer Data. Ownership of all (if any) intellectual property in Customer Data shall vest exclusively in Customer. Customer hereby grants Parametric non-exclusive, non-transferrable, non-sublicensable, fully paid license to use any intellectual property in or related to the Customer Data (and any part thereof) solely in the way contemplated by the Agreement or as is otherwise necessary for Parametric's performance of any obligation in relation to Customer.

Parametric undertakes to store Customer Data during Term and shall endeavour to regularly make backups thereof. Notwithstanding the foregoing, Parametric neither represents nor warrants that data losses will not occur, and Customer is advised to regularly back up Customer Data to avoid data losses.

7. Design Solutions. Customer acknowledge and agrees that the Design Solutions do not contain complete information about building components, drawings, dimensions, measurements or any other type of information that may adhere to or explicitly or implicitly be connected to a Design Solution. The Design Solutions are not guaranteed to be validated regarding its technical-, design-, and legal requirements e.g., requirements under any laws and regulations relating to building permits, detailed development plans, fire protection, or regulations from authorities. It is Customer's responsibility to ensure and validate these requirements in the later design phases.

8. Personnel. Parametric's employees and consultants performing the Service, shall have the proper skill and training to be able to perform in a good and workmanlike manner consistent with good practice in the applicable industry and in accordance with this Agreement.

9. Subcontractors. Parametric is entitled to involve subcontractors to provide the Services. Parametric is responsible for the work performed by any of its subcontractors.

Equipment. Customer is responsible for the communication between the Customer and the internet access point, and shall ensure that Customer, including all Users, possess the equipment, software and internet connection required to gain access to the Service. Each User is responsible for the operation and function of its own existing hardware, software, communication, and cabling.

Updates and Changes

Customer acknowledges and agrees that Parametric is a start-up company and that the Platform is under continuous development. Parametric is entitled from time to time to develop, correct errors/bugs, update, upgrade, and perform other changes which the purpose of improving and developing the functionality of the Platform. Such updates should not result in the user experience of the Platform being significantly impaired for more than short amounts of time. Such changes and updates may take place automatically in the Platform without additional notifications or prior consent from Customer or any User.

Support

Parametric and its IT-support function shall be available during Business Days between the hours of 9 AM – 5 PM CET, to provide technical assistance by e-mail. Such technical assistance and support include:

simpler assistance/guidance related to the use of functionalities and features in the platform.

troubleshooting in situations where problems have occurred due to a detected and recognized bug in the Platform; and

errors in the Platform where it is obvious that the data has been processed incorrectly or functionality has been compromised, e.g., the export functions does not work.

Any issue or request outside of the above-mentioned scope will be carried out against the consultancy fee specified in the selected subscription plan as stated in section 4.4.

Parametric shall, if possible, schedule any downtime to the Service due to updates between 5 PM – 9 AM CET weekdays or during weekends. Parametric shall inform Customer five (5) Business Days in advance of any such updates. Notifications will be sent to the email address associated with the user account. Customer acknowledges and agrees that providing and maintaining an accurate email address in their user account is their responsibility to ensure receipt of such notifications.

Should Critical Maintenance be required, it is expected that Parametric should not seek permission for system outage or loss of service but whenever possible Parametric will provide reasonable notice. Best endeavours will be made by Parametric to limit effects of Critical Maintenance.

Fees and Payments

Customer shall pay fees and costs to Parametric as set out in the selected plan and for the selected subscription period. Unless otherwise has been agreed in writing,

(i) Parametric is entitled to invoice fees and costs in advance; (ii) the Service is non-cancellable, and all fees are non-refundable; (iii) payments will be processed automatically using the payment method specified by the Customer in their user account, which may include credit or debit cards through the Stripe payment gateway; and (iv) any Expense greater than EUR 500 shall be subject to Customer's prior written approval." 2.

All amounts, prices, and fees are stated excluding VAT and other additional taxes and charges.

Objections to the correctness of a payment shall be submitted in writing to Parametric no later than ten (10) days after the date of the transaction. Such a request shall be sent to Parametric at [email protected].

If Customer at any time should fail to timely make any payment under the Agreement, Parametric shall be entitled to temporary suspend Customer's Access to specific features on the platform may be temporarily downgraded to a free plan if the card transaction fails. This adjustment will occur automatically after ten (10) days after the transaction has failed.

Parametric may change any fees and costs stated in the subscription plans. The new prices will be effective at the beginning of a new subscription period.For the avoidance of doubt, if the subscription period stated in a Plan is twelve (12) months a new period initiates each year unless terminated in accordance with this Agreement (see Clause 1).

If a user downgrades the current subscription this action will take effect after the current subscription period. For the avoidance of doubt, if the subscription period stated in a subscription Plan is twelve (12) months and a user unsubscribe after one (1) month, the account will be downgraded when the current subscription period ends (11 months later) unless terminated in accordance with this Agreement (see Clause 13.1).

Representation and warranties

Each Party represents and warrants to the other that:

(a) it has all right, power, and authority necessary to enter into the Agreement and grant the rights it grants to the other Party hereunder; (b) the representative who entered into this Agreement on behalf of a Party has been duly authorized by all necessary corporate or organizational action of such Party; and (c) this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 2.

Except as expressly provided in the Agreement of the applicable subscription plan, there are no other warranties, express or implied, made by Parametric. The Platform is provided on a 'as is' basis.

Intellectual Property

Ownership of all current and future intellectual property rights incorporated in or relating to the Platform (including but not limited to Parametric's Design Solutions, drawings, logics and algorithms, ideas, know-how, data, documentation, reports, concepts, software, processes, methods, techniques, content, graphics, user interfaces, source code and scripts used for the Platform) vest exclusively in Parametric and, or as the case may be, Parametric's suppliers or licensors.

Nothing in this Agreement, or otherwise between the Parties, shall constitute a transfer of such intellectual property rights or other rights to or relating to the Service or the Platform from Parametric to Customer. That includes, without limitation, any change, modification, development, customization, or improvement to the Platform that is made at Customer's request.

Ownership of and all intellectual property in Customer Data shall vest exclusively in Customer. Nothing in this Agreement, or otherwise between the Parties, shall constitute a transfer of such intellectual property rights from Customer to Parametric.

If, and to the extent, any Deliverables would include intellectual property rights of Parametric or any of Parametric's employees and consultants, Parametric shall, to the extent possible, assign to Customer the intellectual property rights in such Deliverables.

Third party indemnification

Customer's use of the Platform in accordance with this Agreement and the instructions that Parametric provides from time to time will not infringe third party intellectual property rights. If Customer receives a claim from a third party stating that Customer's use of the Service or a Deliverable constitutes an infringement of such third party intellectual property rights, Parametric shall indemnify Customer for damages finally awarded against Customer provided that

(a) Customer immediately notifies Parametric that a claim has been received; (b) that Parametric is given full control and decision-making powers regarding the response to or a negotiation of the claim; (c) that Customer has not provided any consent, reached any agreement, or has affected Parametric's ability to deal with or negotiate a settlement regarding the claim in any other way; (d) that Customer assists in Parametric's response to the claim; (e) Parametric had, or should have had, knowledge of the intellectual property right on which the third party claim is based; and (f) the infringement is not attributable to Customer, including Customer Data. Parametric's obligation to indemnify the Customer according to this section also presupposes that Customer has installed all updates that Parametric has made available to Customer, provided that the use of such an updated version of the Service would have avoided the infringement. 2.

If a claim according to section 1 above has arisen, or if Parametric deems that there may be a risk of such claim, Parametric may, at its sole discretion and expense, elect to

(a) obtain a licence or other right for Customer to continue using the Service; (b) perform amendments so that the Service can no longer be deemed to constitute an infringement; or, if neither (a) nor (b) can be accomplished on terms that Parametric considers reasonable, (c) terminate this Agreement with immediate effect and suspend Customer's use of the Service. The Customer is not entitled to compensation for such an amendment. However, in the event of termination according to (c) above, Customer has the right to be repaid the part of the subscription fees corresponding to the time of the current agreement period that the Service cannot be used in relation to the time for which compensation has been paid. 3.

What is stated in this Clause 1-2 shall constitute Parametric's entire responsibility for infringements in third party rights.

Confidentiality

Each Party shall not during the Term of this Agreement and for five (5) years thereafter directly or indirectly disclose to any third party any Confidential Information. This undertaking applies whether the Confidential Information is received in written form, verbally or in any other form.

The Parties will only use the other's Confidential Information to accomplish the intent of the Agreement. Both Parties will only disclose the other Party's Confidential Information to those Affiliates, employees, representatives (including for the avoidance of doubt, auditors, and legal advisers) and sub-contractors who have a need to know the relevant information in order to further the purposes of this Agreement. The disclosing party shall ensure that such receivers are bound by confidentiality.

Nothing in this Agreement shall prohibit either Party from disclosing Confidential Information of the other Party if legally required to do so; provided that the disclosing Party shall:

(i) give the other Party prompt written notice of such disclosure prior to disclosure (unless prohibited by law); and (ii) only disclose the portion of Confidential Information required to fulfil the legal obligation. 6.

Personal data

The Parties will process personal data about each other's employees, agents, representatives, and, in the case of Parametric, the Users. The processing is necessary for each Party's own purposes such as but not limited to enter into this Agreement, administering the contractual relationship and managing or using customer support. The Parties are independent personal data controllers for their respective personal data processing.

TERM and Termination

The term of this Agreement shall begin on the Effective Date and remain in effect during the subscription period designated in the selected subscription plan, including any renewals. Unless either Party terminates the Agreement by the other Party giving notice via the platform at least one (1) day before the end of the then current subscription period, the term will automatically renew for an additional time period corresponding to the prior subscription period. The subscription period and any renewals are also referred to as the " Term" in this Agreement.

1. Termination for cause. Either Party may terminate this Agreement in whole or in parts, immediately if the other Party has committed a material breach and does not remedy the same within thirty (30) days from written notification requiring the defaulting Party to remedy the same.

2. Termination for Other Events. Either Party may terminate this Agreement immediately if the other Party suspends its payments, decides on, whether voluntary or involuntary, liquidation, applies to reorganize the company or bankruptcy (or if another part applies for the Party's bankruptcy) or otherwise reasonably can be assumed to be insolvent.

Parametric also has the right to terminate the Agreement if Parametric stops providing the Service. Such termination enters into force no earlier than three (3) months from Parametric's written notice thereof.

4. Effect of Termination. Customer will have the right to access and download its data, including Confidential Information, and Deliverables for a period of thirty (30) days following the date of termination. Upon a Party's request the other Party will promptly destroy or render unreadable all Confidential Information, including materials to the extent they contain Confidential Information. Regardless of whether Customer has made such a request to Parametric, Parametric will make Confidential Information unreadable within six (6) months following the date of termination.

Notwithstanding Clause 5, Parametric reserves the right to create and store statistics, data and analyses related to Customer's use of the Service for business development purposes. For the avoidance of doubt such statistics, data and analysis will be on aggregated data and de-identified.

6. Surviving provisions.Notwithstanding termination of this Agreement, the following provisions shall survive the termination of this Agreement: 7, 9, 10, 11, 5, 6, 1, and 2.

Limitation of liability

All Design Solutions generated in the Platform and all Deliverables are delivered to Customer "as is". Under no circumstances is Parametric liable for indirect damage such as loss of profit, reduced sales, loss and distortion of data, problems to fulfilling obligations to third parties or no benefit from the Design Solutions, the Platform, the Services, or the Agreement in general.

Parametric's aggregated and total liability under this Agreement shall be limited to direct damages and shall not exceed fifteen (15) % of the accumulated fees and costs actually paid by Customer during the twelve (12) months preceding the relevant cause of action.

A Party shall be relieved from the liability for a failure to perform a certain obligation under this Agreement, if the failure is due to a circumstance that is outside a Party's control and that affects the fulfilment of the obligation. The obligation shall be fulfilled in the agreed manner as soon as the obstacle has ended. The following events are considered such grounds for exemption, which include but are not limited to; actions by public authorities, new or amended legislation, delays from subcontractors, labour disputes or other circumstances that a Party cannot influence (force majeure).

Customer shall, in order not to lose its right to damages, submit a claim for damages to Parametric no later than thirty (30) days from the relevant cause of action that led to the damage.

Governing Law and disputes

This Agreement shall be construed in accordance with, and governed by, the laws of Sweden, excluding its conflict of law principles providing for the application of the laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by Swedish courts with Gothenburg district court as the court of first instance.

General

1. Insurance.During the Term and for twelve (12) months thereafter, Parametric agrees that it shall carry and maintain appropriate insurance coverage. Upon Customer's request Parametric shall provide its insurance certificate to Customer.

2. Publicity. Customer hereby grant Parametric the right to use Customer's name (including logo and trademarks) as customer reference in marketing materials, on Parametric's website and social media platforms. Customer may revoke this right at any time by providing Parametric a written notice whereby Parametric must without undue delay remove such customer reference from marketing materials including the website. Parametric should in all public material make clear that any and all trademarks that belongs to Customer is not associated with any and all trademarks that belong to Parametric.

3. Assignment. Customer may not assign or transfer any of its rights or obligations under the Agreement to a third party without the prior written consent of Parametric.

4. Entire agreement. This Agreement and any Order shall contain the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof.

5. Severability. If any provision of this Agreement or the application of it is found or held to be invalid or unenforceable in whole or in part in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall in good faith seek to amend such provisions and thereby this Agreement in order to give effect to, so far as is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties.

6. Changes. This Agreement may only be amended, changed, or modified by an instrument in writing duly executed by the Parties.

7. Good Faith. The Parties agree that they shall cooperate and work together in good faith in their performance of the Agreement.

8. Headings. Headings are intended for reference only and shall have no effect on the meaning of any provision of the Agreement.

The contact details for the Parties are extracted from the subscribing user's information and the authorized signatory of Parametric Solutions.

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