Software as a Service Starter User Agreement

This Software as a Service (SaaS) Agreement (this "Agreement"), effective as of the date signed (the "Effective Date"), is by and between PATCHING ASSOCIATES ACOUSTICAL ENGINEERING LTD. a corporation organized under the laws of Alberta, having an office at #110 1111 57th Ave NE, Calgary, Alberta, Canada, ("Provider") a corporation organized under the laws of Alberta, and the signee ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." WHEREAS, Provider provides access to the Services to its customers;

AND WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Access and Use.

• License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the SaaS platform during the Term solely for Customer's internal business purposes in connection with its use of the Services.

2. Customer Responsibilities.

• Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions referred to in Exhibit A.
• Customer is responsible and liable for all uses of the SaaS platform resulting from access provided by Provider, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
• Customer and its Authorized Users are responsible for keeping their access credentials associated with the Services confidential. Customer and its Authorized Users will not sell or transfer such passwords and access credentials to any other person or entity. Customer will promptly notify Provider about any unauthorized access to its or its Authorized Users' passwords or access credentials.

3. Support.

The access rights granted hereunder entitles Customer to the support services described in Exhibit A.

4. Term and Termination.

• Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until 6 months
• Termination. Inaddition to any other express termination right set forth in this Agreement:
  • either Party may terminate this Agreement by giving the other Party at least 30 days' written notice of such termination;

EXHIBIT A

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

A. DESCRIPTION OF SERVICES:

• SoundComply platform starter user access to evaluate as a user.
• Support for use of platform.
• Access, mapping and scheduling of completed and planned noise assessments.
• Shared access with 3rd party engineering firms as agreed to.
• Ongoing consulting services as per current agreements, fees established as per POs and Work Orders.