REDUZER AS - Terms Of Use

1. THE AGREEMENT

1.1. Reduzer and the Customer defined in the Order Form (“The Parties”) have concluded an agreement by means of the said Order Form outlining the basis for the Parties’ cooperation and Reduzer’s deliveries. These Terms of Use constitute the basis for Customer’s access to the software specified in the Order Form as further outlined in Clause 3 (the “Licensing Terms”) and together with the Order Form, and the Reduzer Data Protection Agreement (“DPA”) where appropriate, they constitute the Parties’ Agreement (the “Agreement”).

2. THE SOFTWARE

2.1. The Software

2.1.1. Reduzer has developed several software solutions intended to accelerate sustainable construction by providing improved carbon calculations reporting and archiving of emission data across the construction industry. These software solutions may be ordered independently or jointly in order to optimise efficiency. The software – whether used independently or jointly - is meant to improve efficiency and quality of calculations but are specifically not designed to perform any independent operations, nor may it be trusted to make assessments without human assessment and oversight.

2.1.2. Reduzer will allow Customer access to the Software primarily by means of a web interface through which Customer will have the functionality described for each software solution in the Order Form available for use. Depending on the solution selected, Customer may grant access to the Software to individuals inside or outside Customer’s organisation on conditions further defined below.

2.2. System development and improvement

2.2.1. Product development: Reduzer will develop the Software throughout the term of the Agreement, including development based on data and experience gained as a result of the Agreement. In order to benefit from this development, the Customer hereby grants Reduzer a non-exclusive, worldwide, irrevocable and transferrable license to copy, store and process Customer’s data as provided to Reduzer, in an anonymised version for product improvement purposes only. Under no circumstance will Reduzer sell Customer’s data or use Customer’s data for any other purpose than product development and/or product improvement. Unless otherwise specified, the license and all rights in conjunction with the license is always related to the latest update of the Software. Reduzer may also choose to discontinue certain functionality in present versions of the Software at Reduzer’s sole discretion. Customers will be warned at least three (3) months prior to any change. If Customer considers the that the functionality is essential for Customer's use of the Software, the Parties shall negotiate a solution in good faith, such as migrating the Customer Software to private cloud or increasing maintenance services to retain the functionality in question as well as the cost split for performing the solution. If no such solution is found, Customer will have the right to terminate the Agreement when the notified change is implemented, regardless of the expiry date of the Subscription Term.

2.2.2. Product Improvement : If Reduzer develops a new version of the Software with substantially modified properties compared to the version that the Customer was originally granted access to at the Agreement Date defined in the Order Form, the Customer shall be notified when the version is completed. The Customer shall then have the right to request access to the new version for test purposes. If the Customer wants to implement the new version on the commercial terms applicable to that version at the time Customer places the order, Reduzer is obliged to offer such work as is necessary to grant Customer access to that version, provided that Reduzer has available capacity. Such work is carried out on a time and materials basis.

2.2.3. Beta/Experimental Versions – development of new functionality : From time to time, Reduzer may make Beta Software available to Customers at no charge. Beta Software is intended for evaluation purposes and not for production use, is not supported, may have deficiencies and errors, and may be subject to supplemental terms and conditions. Such supplemental terms will be made available when the Beta Software is made available to Customer. The Customer is allowed to test such Beta Software at the Customer’s sole discretion and subject to the conditions in these Terms of Use as well as any supplemental terms, however, Reduzer will not be liable for any damage arising from the use of such Beta Software, including but not limited to, unaligned or harmful output from the Beta Software, loss of data inserted into the Beta Software or any time spent on training and configuring the Beta Software. Unless otherwise stated any Beta Software trial period will expire upon the date that a version of the Beta Software becomes generally available without the Beta Software designation. Reduzer may discontinue Beta Services at any time at Reduzer’s sole discretion and Reduzer may choose to never make them generally available.

2.3. Data management

2.3.1. As part of certain Software solutions, Customer may order storage of data uploaded to the Software by Customer’s users (“Customer Data”) and/or data uploaded to the Software from Customer’s collaborators or third parties granted access to the Software by Customer under the Customer’s subscription management (“Delivered Data”). Such storage will take place on Reduzer’s cloud solutions (“Data Storage”) as further defined in the Order Form or later agreed by the Parties. If no Data Storage is agreed, Reduzer will only retain Customer Data or Delivered Data to the extent commercially required by Reduzer to deliver the Services. Excess data or data no longer required may be deleted without notice.

2.3.2. Upon termination of the Contract, for whatever reason, Customer may require exit management assistance in order to transfer the stored data according to Clause 4.4.5.

3. RIGHTS OF USE

3.1. Customer’s rights of use

3.1.1. Reduzer grants Customer, subject to Customer having paid the agreed remuneration, a non-exclusive, subscription-based right to utilize the features of the Software outlined in the Agreement solely for the term of the Agreement and solely for the purposes defined in the Order Form or these Terms of Use. This licensed right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Software as described in the Agreement.

3.1.2. Customer acknowledges and agrees that the Software is licensed, not sold, and nothing in this Agreement shall constitute a sale or transfer of any copyright, trade secrets including Confidential Information, rights in algorithms and structures of algorithms, rights in copyright, database rights, or other intellectual property rights based on or arising out of the Software or Reduzer’s deliverables. All references in this Agreement to “sale”, “selling” or “purchase” of the Software to or by the Customer means the sale and/or purchase of a license to use the Software only as licensed. All rights not specifically granted in this Agreement, including copyrights, are reserved by Reduzer.

3.1.3. Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software or any other parts of Reduzer’s work methods or other know-how. In order to protect Reduzer’s business secrets, Customer does not have the right to reverse engineer, decompile, or otherwise disassemble the Software. For the avoidance of doubt; Customer shall not itself and shall not permit any others to:

i. modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of any software, or any other Reduzer technology in any way; or

ii. reproduce or prepare any derivative works of the Software, or distribute, sell, or resell, the Software in any manner or for any purpose. Customer shall not transfer any part of the software to a third party, in any readable format, unless approved by Reduzer in writing in advance.

iii. Copy content delivered by Reduzer to other data systems or units to any extent exceeding what is strictly necessary for processing the results and information that the Software ordinarily provides. Content available through Software user interfaces shall not be copied locally unless the user interface allows such functionality.

3.2. Customer’s subscription management

3.2.1. In the Order Form, Customer has ordered a set number of individual user accounts for the Software, to be allocated to Customer employees or selected third parties by Customer’s appointed Administrators.

3.2.2. Customer’s Technical Contact Person as defined in the Order Form may allocate define access rights and roles for the user accounts acquired by Customer, including Administrator rights. Administrators will be able to grant individuals access to the user account by activating the user account for individual registered users, and equally to remove access to the Software by setting the registered user as inactive. Customer must ensure that any user being granted Administrator rights have sufficient information about what those rights entail and the potential consequences of allowing third parties access to the Software or the commercial consequences of ordering additional user accounts from Reduzer.

3.2.3. Customer may change access rights and roles for individual user accounts as outlined in clause 3.2.2 only after a certain time period, defined in the License Order Form. New functionality or categories acquired under clause 3.2.4 will be available for allocation immediately.

3.2.4. Customer may order additional Software licenses, new categories of user accounts and/or new volumes of user accounts through Reduzer’s support services on support@reduzer.com. Reduzer will open the accounts as soon as technically possible, invoicing will follow the order date, cf. Clause 4.1.1 below.

3.2.5. Customer may request that Reduzer close any user account at any time, without providing any reason. Closing a user account will block any use of the Software through the current password and login data. Reduzer will not retain information about the account after closing and will not monitor whether the same information/identification is used to register a new account after closing. Reduzer will not be liable for any loss of data or other issues created as a result of the Customer closing any user account.

3.2.6. If Customer allows any third-party access to the Software by means of a user account or otherwise and/or allows any third party to upload Delivered Data to the Software, Customer will be liable for any virus or cybersecurity issues, as well as the correctness and access rights to any Delivered Data from such third parties. Equally, Customer must ensure that any such third party is bound by sufficient agreements regarding respect of Confidential Information, Rights of Use and, if Customer considers it necessary, protection of Customer Data.

3.2.7. Customer shall train any appointed users in phishing avoidance and cyber security protocols. Customer shall notify Reduzer immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, while using all reasonable efforts to stop any unauthorized use of the Software that is known or suspected by Customer. Under no circumstance shall any user established by Customer’s administrator(s) or through Customer’s license provide false identity information to gain access to or use the Software.

3.3. Confidential Information

3.3.1. Each Party shall keep confidential the terms and conditions of this Agreement, but not its existence, and all other information which is designated in writing as confidential by one Party or the other, and/or the information defined in Clause 3.3.2 and 3.3.3 below (“Confidential Information”).

3.3.2. All technical descriptions, recorded data, diagrams, flow charts and all other documentation other than documentation specifically designed for transmission to third parties by either Party, shall be deemed confidential.

3.3.3. Commercial information such as pricing and pricing policies, commercial strategy and plans, market and commercial analysis developed by or for either Party shall be deemed confidential. Information which is disclosed orally will be deemed to be confidential unless it is specifically identified as non-confidential at the time of disclosure.

3.3.4. The Parties are required to take reasonable precautions to safeguard Confidential Information and shall, at the minimum, treat the information obtained in a manner similar to the way the receiving Party safeguards its own confidential information.

3.3.5. When the Agreement terminates for whatever reason, all copies of Confidential Information shall be immediately deleted, and proof of deletion be provided upon request. The obligations under this Clause 3.3 will remain in full force and effect for a period of three years after the termination of this Agreement, regardless of cause.

3.4. Changes to the terms

3.4.1. If required in Reduzer’s reasonable opinion, Reduzer may change the content of these Terms of Use and/or the Data Processing Agreement with three weeks’ notice to Customer’s appointed contact person. The change will take effect from the expiry of the notice period.

3.4.2. Previous versions of the Terms will be archived and may either be available upon request or on Reduzer’s website, such Terms will only apply if referenced in a signed Order Form or as an attachment to same.

4. PAYMENT AND TERM

4.1. Payment

4.1.1. Unless otherwise stated in the Order Form in writing, the following terms apply:

i. The applicable license fees will be invoiced annually in advance.

ii. Unless the Parties have agreed on a fixed price term, Reduzer may change the fees with effect for existing Agreements as of June 30th and December 31st. Changes to an agreed fixed price will only apply after the expiry of the agreed term. Any changes will be notified to the Customer contact two weeks in advance.

iii. The Customer may order additional Software licenses, user accounts, or other performance enhancing services through Reduzer’s support services. The Customer will obtain immediate access to the items ordered which will again be invoiced on the current monthly invoice. Any and all such additional services will be payable for the entire Subscription Term and will be automatically renewed for the subsequent Subscription Term unless canceled by the Customer with 30 days written notice before the expiry of the present Subscription Term. Customer may freely reduce numbers of user accounts, categories of user accounts and/or software licenses for parts of the Software within the 30-day notice period before renewal of the Subscription Term.

iv. If the Customer terminates the Agreement and/or closes all user accounts prior to the end of the then-current Subscription Term, no refunds or credits will be provided for the remainder of the Subscription Term. In no event will termination relieve the Customer of Customer’s obligation to pay any fees payable to Reduzer for the period prior to the effective date of termination.

4.1.2. Unless specifically derogated from in the Order Form; if there is a change in law which increases the cost of Reduzer’s deliveries during the Term of the Agreement, Reduzer has the right to increase its prices correspondingly with effect as of the next monthly invoice. Reduzer has the right to adjust its prices every twelve (12) calendar months from the Effective Date according to the change in Statistics Norway's Consumer Price Index (main index). The change will take effect after thirty (30) days' written notice to Customer.

4.1.3. Invoices shall be issued by Reduzer at such time as specified in the Agreement. Payment is due within thirty (30) days from the date of the invoice.

4.1.4. Any payment not received by the due date will accrue interest in accordance with the Norwegian law on late payment (Nw: Forsinkelsesrenteloven), calculated from the due date until the payment is made in full. If any invoice remains unpaid for a period of more than 30 days after the due date, Reduzer may discontinue its delivery of the Software and block Customer user accounts until payment, including applicable interest, has been made in full.

4.1.5. Liability for tax: Customer and Reduzer shall each be responsible for their own taxes in connection with the Agreement.

If value-added taxes, sales taxes, goods and services taxes, or other indirect taxes are applicable under applicable laws to any invoiced amounts under the Agreement, Reduzer shall add such taxes to the invoiced amounts at the rate required by applicable laws and present such taxes appropriately on the invoice. All payments under the Agreement shall be made without deduction or withholding of any taxes unless such deduction or withholding is required by applicable laws. If Customer is required by applicable laws to deduct or withhold taxes on payments under the Agreement, the amounts due shall be increased (grossed up) so that Customer pays to Reduzer the same amount that would have been paid had such deduction or withholding not been required. Customer undertakes to provide Reduzer with original receipts and other relevant documentation to evidence the deduction, withholding, and remittance of taxes on behalf of Reduzer.

4.2. Term

4.2.1. Unless otherwise stated in the Order Form, the Agreement is concluded for an initial term of 12 months (the “Initial Subscription Term”), during which the Parties may only terminate for cause.

4.2.2. Unless the Customer terminates or modifies their Software license in accordance with the terms of the Agreement, the license with existing user account numbers and functionality will renew for a new Subscription Term of 12 months, unless another term has been defined in the Order Form. If not defined in the Agreement, the minimum notice period for termination is 30 days prior to the expiry of the current Subscription Term.

4.2.3. Unless otherwise agreed upon renewal, the license fees, service rates, hourly rates for support and/or other charges applicable to any such subsequent Subscription Term shall be Reduzer’s standard subscription charges at the date of renewal.

4.3. Termination for cause

4.3.1. Customer may cancel any Software deliveries if the Software becomes unavailable for a prolonged period, Reduzer has made repeated efforts to correct the affected Software and none of the conditions in Clause 5.2.4 are present. In that case, Reduzer will refund all pre-paid software licenses, deliveries of other products under the Order Form will not be affected unless the cancellation of the Software makes the remaining deliveries commercially unusable.

4.3.2. Reduzer may terminate the agreement in case Customer commits any action leaving the system vulnerable to cyber security risk or if Customer infringes Reduzer IPR as defined in Clause 3.1 in any way.

4.3.3. Without affecting any other right or remedy available, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: i. the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or ii. the other Party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due. **4.4. Consequences of termination

4.4.1. On the effective date of termination (the "Termination Date") access to the Software will be terminated and all personal accounts ordered by Customer will be inoperative. Clause 3.1. and especially its last pt. will remain in full force and effect regardless of the reason for termination.

4.4.2. All rights granted to the Customer and any activities authorized by Reduzer under this Agreement shall cease with immediate effect;

4.4.3. The Customer shall immediately pay any sums due to Reduzer under this Agreement.

4.4.4. If applicable, Customer will ensure that all copies of any Software in its possession or control have been deleted, and return any materials provided by Reduzer during the Term.

4.4.5. Upon written request from Customer issued no later than five working days before the end of the Term or as soon as possible before the date the termination becomes effective for whatever reason, Reduzer will make a commercial effort to transfer Customer Data and/or Delivered Data stored on Reduzer’s cloud servers. The request must contain sufficient information regarding API and transfer modalities. Reduzer will charge any cost spent during transfer on a time and materials basis, if not otherwise stated in the Order Form. Reduzer will retain copies of data regarding Customer's use of the Software for warranty purposes and may also retain anonymised Customer Data and Delivered Data for product improvement and –development purposes.

5. SERVICE LEVELS AND LIABILITY

5.1. Support and Service Quality

5.1.1. Customer support: Reduzer will offer customer support on e-mail, phone and chat within ordinary working hours, as detailed in the Order Form or in Reduzer’s standard customer documentation. Reduzer will make reasonable efforts to reply to at least 90% of such support requests within 24 hours during ordinary Norwegian working hours, 0800-1600 Monday to Friday. Unless otherwise defined in the Order Form, customer support will be invoiced according to Reduzer’s ordinary price list applicable at the date the support was given. If Customer has been granted a number of free/included support hours, only support exceeding those limits will be invoiced.

5.1.2. Customer will also have access to FAQ and training materials made available by Reduzer in the Software interface or otherwise.

5.1.3. Correction of errors: Reduzer shall correct technical errors in the Software at Reduzer’s cost and risk, however, any customer-specific upgrades, integrations or adjustment or any additional training of the Software required by the Customer will be on ordinary time and materials-basis.

5.2. Service Commitment

5.2.1. Service Commitment: 99.5% Availability : Reduzer will make all commercial efforts to ensure that the Software remains available and free of technical errors at an Availability rate of 99.2% measured by a monthly invoicing period. Unless the downtime is a result of issues described in Clause 5.2.4, Reduzer will pay a rebate defined in Clause 5.2.3 if the said availability is not met.

5.2.2. Definitions regarding service levels: Regarding the Service Commitment, the following terms shall have the following meaning:

i. “ Available ” – the Software is available online and responds to incoming requests.

ii. “ Implemented Licenses ” – the licenses including Software licenses and user accounts operational for the Customer during the calendar month impacted by Unavailability.

iii. “ Maintenance ” – planned downtime notified by Reduzer in advance of the Software becoming unavailable.

iv. “ Monthly Percentage of Availability ” – a figure calculated by subtracting the number of minutes the Software has been Unavailable during ordinary working hours, measured on 8am– 5pm weekends CET during a calendar month from 100%.

v. “ Unavailability / Unavailable ” – the Software is not operational or cannot be reached due to circumstances that are Reduzer’s responsibility and not issues that are directly or indirectly related to those described in Clause 5.2.4.

5.2.3. Rebates when Service Commitment is not met:

5.2.4. Situations where Reduzer cannot warrant the Service Commitment: Reduzer cannot warrant the availability defined in Clause 12.1 in cases where the Unavailability is directly or indirectly due to

i. circumstances outside Reduzer’s control such as Force Majeure, lack of internet access or problems outside Reduzer’s network;

ii. actions or omissions by the Customer, customer user mistakes or errors,;

iii. equipment, software or other technology under third party control such as downtime or problems in the cloud provider’s deliveries;

iv. planned and notified maintenance or emergency maintenance deemed imperative by Reduzer. Any planned maintenance shall be notified at least 48 hours in advance and shall usually be scheduled outside ordinary working hours. Nor shall Reduzer be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or materials unless caused by Reduzer’s own negligence. Reduzer has no liability for any development, integration, implementation or training by Customer or any third party, including but not limited to any express or implied warranties that such developments remain stable during the term of this Agreement.

5.3. Limitation of Liability

5.3.1. Unless otherwise agreed in writing, the Parties liability shall be limited as follows:

i. No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; the Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, loss of data, as well as third party claims.

ii. If a price reduction is agreed due to a reduction of service level, the price reduction shall be considered a complete settlement of Reduzer’s liability, and any further compensation for such circumstances during the compensation period will be barred.

iii. The maximum liability incurred by Reduzer, whether resulting from contract or tort (including liability for negligence or breach of statutory duty) or otherwise, including re-course claims for privacy-related fines and damages, shall not exceed an amount equal to the license fee for the previous License Period.

5.3.2. Other claims for compensation than those arising from this provision cannot be claimed between the Parties.

6. GOVERNING LAW AND JURISDICTION, COMPLIANCE WITH LAWS

6.1. Governing law

6.1.1. This Agreement shall be exclusively governed by and construed in accordance with the laws of Norway, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).

6.1.2. The Parties irrevocably agree to solve any issues arising out of this Agreement that cannot be solved by reasonable negotiations between the parties at the Courts of Norway, with Oslo City Court as the agreed venue.

6.2. Compliance with laws

6.2.1. Reduzer operates the Software from Norway. Unless expressly stated, Reduzer does not represent that the Software or any other service is appropriate, or available for, or legal to use, in other locations.

6.2.2. Unless otherwise specified in the Agreement, Reduzer will store customer data in a cloud solution of Reduzer’s choice. The Software will also be able to process demands for data transfer under applicable legislation where instructed to include such functionality by Customer. Reduzer will not review or inspect Customer Data or Delivered Data with regards to Customer’s right to use, transfer or possess such data for the purposes of the Parties Agreement.

6.2.3. Specifically, Customer shall investigate whether the Software or the use of the Software in connection with any other equipment or all related technical information, documents, and materials are subject to export controls under local export control laws at the Customer’s state of business address. Customer will

i. strictly comply with all legal requirements established under any such controls;

ii. cooperate fully with Reduzer in any official or unofficial audit or inspection that relates to these controls; and

iii. not export, re-export, divert, transfer, or disclose, directly or indirectly, any Software, data transferred to or obtained through use of the Software which may be subject to such controls, or related technical information, document, or material to any country where such actions are restricted by applicable local export control laws;

7. MISCELLANEOUS

7.1. Assignment of Rights Unless otherwise stated in the Agreement or relevant Order Form, the Parties are entitled to assign its rights and duties regarding the Software under these Terms of Service to other legal entities in the same group of companies. Such assignation does not allow Customer to increase the number of users beyond what has been defined in the relevant Order Form. If the Customer intends to use the Software in several subsidiaries, the Customer must order new licenses for each new subsidiary. Transfer of duties under the Agreement to a third party not part of the Party’s group requires the other Party’s written consent, such consent not to be unreasonably withheld or delayed. Changes in the ownership structure of any Party is not to be considered a transfer of rights under these Licensing Terms. The right to payment under this Agreement may be assigned freely. Such assignment shall not release the relevant Party from its obligations and responsibilities.

7.2. Force majeure Force majeure shall mean the occurrence of an event beyond the control of the Party in question, such as natural disasters (such as floods, earthquakes, storms), war, terrorism, strikes, lockouts, epidemics, fire, explosion, changes in legislation or public regulations, and serious disruptions in public communication or transportation. A Force Majeure event shall exempt the relevant Party from liability for breach of any terms of this Agreement if the event occurs after the date of this Agreement and provided that such party could not reasonably have foreseen the occurrence of such event at the time of entering into the Agreement and could not reasonably have avoided or overcome it or its consequences. Each party shall cover its own costs resulting from Force Majeure. The party invoking force majeure shall notify the other party without undue delay. Such notice shall also include the cause of the delay and the presumed duration. Each Party may terminate the Agreement if a substantial part of the Software have been unavailable due to Force Majeure for more than 90 working days. The Customer shall pay the agreed price for period that the Software has been contractually available before the termination of the Agreement.

7.3. No waiver Any failure of either Party hereto at any time or from time to time to enforce or require the strict adherence and performance of any of the terms or conditions of the Agreement shall not constitute a waiver of such terms or conditions.