Master Subscription Agreement

PipelineSuite® Terms of Use:

PipelineSuite offers products and services (“Services”). By using our Services, you, whether on your behalf or on
behalf of a company or other legal entity, are agreeing to these terms.

This Master Subscription Agreement (“Agreement”) is between PipelineSuite, on the one hand, and the company or legal
identity you identified in your Order Form, on the other hand. This Agreement shall govern your purchase and use of
any of the PipelineSuite of Services.

By clicking the “I accept” (or similar button) displayed as part of the ordering process (or by
signing our written license agreement, or completing the order form on your behalf or on behalf of a company or
other legal entity on our websites PipelineSuite.com or PipelineBid.com), you agree to the following terms and
conditions governing your use of our services.

By entering into this agreement on behalf of a company or other legal entity, you represent that you
have the authority to bind such entity to these terms and conditions in this agreement, the written license
agreement or on the PipelineSuite.com or PipelineBid.com websites in which case the terms “you” or “your” shall
refer to such entity.

If you do not have such authority, or if you do not agree with the terms and conditions, you must
discontinue using or accessing PipelineSuite products and services.

PipelineSuite will provide you with use of the PipelineSuite of Services, including a browser interface,
transmission, access and storage. Your registration for, or use of, the PipelineSuite of Services shall be deemed
to be your agreement to abide by the terms and conditions of this Agreement, the License Agreement, and the terms
and conditions on the PipelineSuite.com and PipelineBid.com websites (collectively, the “Agreements”) all of which
are incorporated by reference herein.

The PipelineSuite of Services offers various modules, including.:

• PipelineRFQ™
• PipelineOPR™
• PipelinePreQual™
• PipelineDirectory™
• PipelineBid™
• PipelineTabs™

PipelineSuite may modify the PipelineSuite of Services from time-to-time. PipelineSuite offers a 30-day
satisfaction guarantee of its PipelineSuite of Services. Please see our website for feature differences between the
various modules.

1. License Grant & Restrictions

   PipelineSuite hereby grants you a non-exclusive, non-transferable right to use our Services, solely for your
   own internal business purposes, subject to the terms and conditions of the Agreements. All rights not
   expressly granted to you are reserved by PipelineSuite and its licensors.

   You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially
   exploit or make available to any third party the Services or the Content in any way; (ii) modify or make
   derivative works based upon the Service or the Content; (iii) create Internet “links” to the Services or
   “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse
   engineer or access the Services or the Content in order to (a) build a competitive product or service, (b)
   build a product using similar ideas, features, functions or graphics, or (c) copy any ideas, features,
   functions or graphics. User licenses cannot be shared or used by more than one individual User but may be
   reassigned from time to time to new Users who are replacing former Users who have terminated employment or
   otherwise changed job status or function and no longer use the Service. A registrant Company cannot share
   the system with another Company or use another registrant’s name in the Admin “Company” data field.

2. Your Responsibilities

   As the primary User, you are responsible for all activity occurring by all Users within your company and
   shall abide by all applicable local, state, national and foreign laws, treaties and regulations in
   connection with your use of the Services, including those related to data privacy, international
   communications and the transmission of technical or personal data, and the sending of unsolicited email or
   faxes. You will not use the Services in any way for spamming, chain letters, illegal fax broadcasting or
   distribution lists to any person who has not given specific permission to be included in such. You agree not
   to transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar,
   obscene or otherwise objectionable material of any kind. You will only use the Services for lawful purposes,
   in compliance with all applicable laws including, without limitation, copyright, trademark, obscenity and
   defamation laws, and the Telemarketing Restrictions (as hereinafter defined). Unlawful activities may
   include (without limitation) storing, distributing or transmitting any unlawful material, attempting to
   compromise the security of any networked account or site, or making direct threats of physical harm. You
   hereby agree to defend and indemnify PipelineSuite against any claim or action that arises from your use of
   the Services in an unlawful manner or in any manner inconsistent with the restrictions and policies stated
   herein. You shall: (i) notify PipelineSuite’s support personnel immediately of any unauthorized use of any
   password or account or any other known or suspected breach of security; (ii) report to PipelineSuite
   immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is
   known or suspected by you or your Users; and (iii) not impersonate another PipelineSuite User or provide
   false identity information to gain access to or use the Services.

3. Account Information and Data

   PipelineSuite has the right to access any data, information or material that you submit to the Services in
   the course of using the Services (“Customer Data”). PipelineSuite will not sell your data to any third
   party company, nor will it import your data into its PipelineDirectory™ of subcontractors and vendors.

   PipelineRFQ™ Users have access to the PipelineDirectory™ as per the terms and
   conditions provided in your License Agreement. In order to have access to the PipelineDirectory™, 
   you agree to allow the option for your subcontractors and vendors to sign up for our free PipelineBid™
   bid management software for subcontractors, vendors, and material suppliers.

   In the PipelineRFQ™ module, the names of companies that you entered or that are imported into your
   database of company names may be offered a free license for PipelineBid™ so that they too can login
   and see the projects that you invited them to without them having to find your bid invitation or notice in
   their email. During their sign-up process, those subcontractors and vendors may be offered to be added to
   the PipelineDirectory™.

   In the PipelineBid™ module, Users can forward their emailed bid invitations received from other
   systems to PipelineBid™, which, when possible, will extract the data and links and import them
   to save them the time of having to manually type the data (“Bidding Data”). PipelineBid™ Users
   warrant and represent that the use of the Bidding Data and access to the links in the forwarded
   bid invitation emails does not violate any terms of use or rights of any third party software,
   product, or website, and that they have the legal right and authority to forward the bid invitation
   emails to PipelineBid™ for the purpose of extracting the data and storing it solely for each
   individual User’s account.

   You, not PipelineSuite, shall have sole responsibility for the accuracy, quality, integrity, legality,
   reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and
   PipelineSuite shall not be responsible or liable for the deletion, correction, destruction, damage, loss or
   failure to store any Customer Data. PipelineSuite reserves the right to withhold, remove and/or discard
   Customer Data without notice for any breach, including, without limitation, your non-payment. Upon
   termination for cause, your right to access or use Customer Data immediately ceases, and PipelineSuite
   shall have no obligation to maintain or forward any Customer Data.

4. Intellectual Property Ownership

   PipelineSuite alone (and its licensors, where applicable) shall own all right, title and interest, including
   all related Intellectual Property Rights, in and to the PipelineSuite Technology, the Content and the
   Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information
   provided by you or any other party relating to the Services. This includes form layouts requested by you for
   Bid Invitations, Addenda, Proposals, Memos, etc., which will become part of the system and made available to
   all licensed Users.

   This Agreement is not a sale and does not convey to you any rights of ownership in or related to the
   Services, or the Intellectual Property Rights owned by PipelineSuite.

5. Charges and Payment of Fees

   You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in
   effect at the time a fee or charge is due and payable. The initial charges will be the setup fee (if
   applicable), due 15 days after original order date. The second billing will be equal to the number of total
   Users during the billing period times the User license fee currently in effect (prorated as necessary for
   partial usage). Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or
   as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the
   entire License Term, whether or not such User licenses are actively used. You must provide PipelineSuite
   with valid credit card or approved purchase order information as a condition to signing up for the Services.
   An authorized License Administrator may add licenses by adding additional Users. Added licenses will be
   subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either
   Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current,
   generally applicable license fee; and (iii) licenses added in the middle of a billing month will be
   prorated. Upon renewal of term, PipelineSuite reserves the right to modify its fees and to introduce new
   charges, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

6. Excess Data Storage Fees

   The maximum disk storage space provided to you at no additional charge is shown on your License Agreement. If
   the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees.
   PipelineSuite reserves the right to establish or modify its general practices and limits relating to
   storage of Customer Data.

7. Billing and Renewal

   PipelineSuite may charge and collect in advance for use of the Services. PipelineSuite will automatically
   renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses or fax fees,
   (b) every quarter for quarterly licenses or fax fees, (c) each year on the subsequent anniversary for annual
   licenses or fax fees, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then
   current number of total User licenses times the then-current license fee in effect at the time of renewal.
   Fees for other services will be charged on an as-quoted basis. PipelineSuite’s fees are exclusive of all
   taxes, levies, or duties imposed by taxing authorities, and you shall be solely responsible for payment of
   all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on
   PipelineSuite’s income.

   You agree to provide PipelineSuite with complete and accurate billing and contact information. This
   information includes your legal company name, street address, e-mail address, and name and telephone number
   of an authorized billing contact and License Administrator. You agree to update this information within 30
   days of any change to it. If the contact information you have provided is false or fraudulent, Pipeline
   Suite reserves the right to terminate your access to the Services in addition to any other legal
   remedies.

   Unless PipelineSuite in its discretion determines otherwise: (i) entities with headquarters and a majority
   of Users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and
   pricing schemes (“U.S. Customers”); (ii) all other entities will be billed in U.S. dollars or local currency
   and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Pipeline
   Suite (“Non-U.S. Customers”). Faxes to numbers outside the U.S. and Canada will be at the then-current long
   distance phone/fax rates of PipelineSuite.

   If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of
   the invoice containing the amount in question to be eligible to receive an adjustment or credit.

8. Non-Payment and Suspension

   In addition to any other rights granted to PipelineSuite herein, PipelineSuite reserves the right to
   suspend or terminate this Agreement and your access to the Services if your account becomes delinquent
   (falls into arrears). Delinquent invoices (accounts in arrears) are subject to a $5 late fee or interest of
   2% per month, whichever is more, on any outstanding balance, or the maximum permitted by law, whichever is
   less, plus all expenses of collection. You will continue to be charged for User licenses during any period
   of suspension. If you or PipelineSuite initiates termination of this Agreement, you will be obligated to
   pay the balance due on your account computed in accordance with the Charges and Payment of Fees section
   above. You agree that PipelineSuite may charge such unpaid fees to your credit card or otherwise bill you
   for such unpaid fees.

   PipelineSuite reserves the right to impose a re-connection fee in the event you are suspended and thereafter
   request access to the Services. You agree and acknowledge that PipelineSuite has no obligation to retain
   Customer Data and that such Customer Data may be irretrievably deleted if your account is 45 days or more
   delinquent.

9. Termination upon Expiration/Reduction in Number of Licenses

   This Agreement commences on the Effective Date. The Initial Term is one year, or as otherwise mutually agreed
   upon, commencing on the date You agree to pay for the Services by completing the online subscription form,
   License Agreement, or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically
   renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term
   is greater than one year) at PipelineSuite’s then current fees. Either party may terminate this Agreement
   or reduce the number of licenses, effective only upon the expiration of the then current License Term, by
   notifying the other party in writing at least five (15) business days prior to the date of the invoice for
   the following term. In the case of free trials, notifications provided through the Services indicating the
   remaining number of days in the free trial shall constitute notice of termination. In the event this
   Agreement is terminated (other than by reason of your breach), PipelineSuite will make available to you a
   file of the Customer Data within 30 days of termination if you so request at the time of termination. You
   agree and acknowledge that PipelineSuite has no obligation to retain the Customer Data, and may delete such
   Customer Data, more than 30 days after termination.

10. Termination for Cause

    Any breach of your payment obligations or unauthorized use of the PipelineSuite Technology or Services will
    be deemed a material breach of this Agreement. PipelineSuite, in its sole discretion, may terminate your
    password, account or use of the Services if you breach or otherwise fail to comply with this Agreement, or
    any of the Agreements. In addition, PipelineSuite may terminate a free account at any time in its sole
    discretion. You agree and acknowledge that PipelineSuite has no obligation to retain the Customer Data, and
    may delete such Customer Data, if you have materially breached this Agreement, or any of the Agreements,
    including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30
    days of notice of such breach.

11. Representations & Warranties

    Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
    PipelineSuite represents and warrants that it will provide the Services in a manner consistent with general
    industry standards reasonably applicable to the provision thereof and that the Services will perform
    substantially in accordance with the online PipelineSuite help documentation under normal use and
    circumstances. You represent and warrant that You have not falsely identified yourself nor provided any
    false information to gain access to the Services and that Your billing information is correct.

12. Indemnification

    You shall indemnify and hold PipelineSuite, its licensors and each such party’s parent organizations,
    subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any
    and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs)
    arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the
    rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation
    by you of your representations and warranties; or (iii) a claim arising from the breach by You or your Users
    of this Agreement, or any of the Agreements, provided in any such case that PipelineSuite (a) gives written
    notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim
    (provided that you may not settle or defend any claim unless you unconditionally release PipelineSuite of
    all liability and such settlement does not affect PipelineSuite’s business or Services); (c) provides to
    you all available information and assistance; and (d) has not compromised or settled such claim.

13. Disclaimer of Warranties

    PipelineSuite and its licensors make no representation, warranty, or guaranty as to the
    reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the
    Services or any content. PipelineSuite and its licensors do not represent or warrant that (a) the use
    of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any
    other hardware, software, system or data, (b) the services will meet your requirements or expectations
    other than its 30-day satisfaction guaranty, (c) any stored data will be accurate or reliable, (d) the
    quality of any products, services, information, or other material purchased or obtained by you through
    the services will meet your requirements or expectations, (e) errors or defects will be corrected, or
    (f) the Services or the server(s) that make the Services available are free of viruses or other harmful
    components. The Services and all content is provided to you strictly on an “as is” basis. All
    conditions, representations and warranties, whether express, implied, statutory or otherwise, including,
    without limitation, any implied warranty of merchantability, fitness for a particular purpose, or
    non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by
    applicable law by PipelineSuite and its licensors.

    PipelineSuite makes no representation, warranty, or guaranty as to the services performed
    by a contractor or subcontractor, including without limitation, the reliability, timeliness, quality, or
    suitability of the workmanship and/or equipment or materials used in connection with the workmanship of
    any contractor or subcontractor.

14. Internet Delays

    PipelineSuite’s services may be subject to limitations, delays, and other problems inherent
    in the use of the internet and electronic communications. PipelineSuite is not responsible for any
    delays, delivery failures, or other damage resulting from such problems.

15. Limitation of Liability

    In no event shall either party’s aggregate liability exceed the amounts actually paid by
    and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such
    claim. In no event shall either party and/or its licensors be liable to anyone for any indirect,
    punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including
    loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected
    with this services, including but not limited to the use or inability to use the services, or for any
    content obtained from or through the services, any interruption, inaccuracy, error or omission,
    regardless of cause in the content, even if the party from which damages are being sought or such
    party’s licensors have been previously advised of the possibility of such damages.

16. Additional Rights

    Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of
    liability for incidental, consequential or certain other types of damages, so the exclusions set forth above
    may not apply to you.

17. Local Laws and Export Control

    This site provides Services and uses software and technology that may be subject to United States export
    controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of
    Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union.
    The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the
    underlying information, software, or technology may be transferred or otherwise exported or re-exported to
    countries as to which the United States and/or the European Union maintains an embargo (collectively,
    “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S.
    Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table
    of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated
    Nationals are subject to change without notice. By using the Services, you represent and warrant that you
    are not located in, under the control of, or a national or resident of an Embargoed Country or Designated
    National. You agree to comply strictly with all U.S. and European Union export laws and assume sole
    responsibility for obtaining licenses to export or re-export as may be required.

    PipelineSuite and its licensors make no representation that the Services are appropriate or available for
    use in any location outside of the United States or European Union. If you use the Services from outside the
    United States of America and/or the European Union, you are solely responsible for compliance with all
    applicable laws, including without limitation export and import regulations of other countries. Any
    diversion of the Content contrary to United States or European Union (including European Union Member
    States) law is prohibited. None of the Content, nor any information acquired through the use of the
    Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects,
    unless specifically authorized by the United States government or appropriate European body for such
    purposes.

18. Notice

    PipelineSuite may give notice by means of a general notice on the Services, electronic mail to your e-mail
    address on record in PipelineSuite’s account information, or by written communication sent by first class
    mail or pre-paid post to your address on record in PipelineSuite’s account information. Such notice shall
    be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first
    class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Pipeline
    Suite (such notice shall be deemed given when received by PipelineSuite) at any time by any of the
    following: letter sent by confirmed facsimile to PipelineSuite at the following fax numbers (whichever is
    appropriate): (949) 544-5206; letter delivered by nationally recognized overnight delivery service or first
    class postage prepaid mail to PipelineSuite at the following address: PipelineSuite, 3723 Birch Street,
    Ste.24, Newport Beach, CA 92660, addressed to the attention of: Chief Financial Officer.

19. Modification to Terms

    PipelineSuite reserves the right to modify the terms and conditions of this Agreement, the other Agreements,
    or its policies relating to the Services at any time, effective upon posting of an updated version of this
    Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the
    Services after any such changes shall constitute your consent to such changes.

20. Assignment

    This Agreement may not be assigned by you without the prior written approval of PipelineSuite but may be
    assigned without your consent by PipelineSuite to (i) a parent or subsidiary, (ii) an acquirer of assets,
    or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

21. General

    With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United
    States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any
    disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the
    Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange
    County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be
    invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the
    intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force
    and effect. No joint venture, partnership, employment, or agency relationship exists between you and
    PipelineSuite as a result of this agreement or use of the Services. The failure of PipelineSuite to
    enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision
    unless acknowledged and agreed to by PipelineSuite in writing. This Agreement, together with any applicable
    Order Form, comprises the entire agreement between you and PipelineSuite and supersedes all prior or
    contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties
    regarding the subject matter contained herein.

22. Definitions

    As used in this Agreement and in any Order Forms now or hereafter associated herewith:

    1. “Agreement” means these online terms of use, any Order Forms, whether written or submitted online via
       the Online Order form, and any materials available on the PipelineSuite website specifically
       incorporated by reference herein, as such materials, including the terms of this Agreement, may be
       updated by PipelineSuite from time to time in its sole discretion;
    2. “Content” means the audio and visual information, documents, software, products and services contained
       or made available to you in the course of using the Services;
    3. “Customer Data” means any data, information or material provided or submitted by you to the Services in
       the course of using the Services;
    4. “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I
       Accept” option presented on the screen after this Agreement is displayed or the date you begin using the
       Services;
    5. “Initial Term” means the initial period during which you are obligated to pay for the Services equal to
       the billing frequency selected by you during the subscription process (e.g., if the billing frequency is
       quarterly, the Initial Term is the first quarter);
    6. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights,
       copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and
       other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of
       protection of a similar nature anywhere in the world;
    7. “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses
       online using the Online Order form or by executing written Order Forms and to create User accounts and
       otherwise administer your use of the Services;
    8. “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the
       Services pursuant to the Order Form(s);
    9. “Order Form(s)” means the form evidencing the initial subscription for the Services and any subsequent
       order forms submitted online or in written form, specifying, among other things, the number of licenses
       and other services contracted for, the applicable fees, the billing period, and other charges as agreed
       to between the parties, each such Order Form to be incorporated into and to become a part of this
       Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such
       Order Form, the terms of this Agreement shall prevail);
    10. “Online Order form” means PipelineSuite’s online application that allows the License Administrator
        designated by you to, among other things, add additional Users to the Services;
    11. “PipelineSuite” means collectively “PipelineSuite, Inc.”, a California corporation, having its
        principal place of business at 3723 Birch St., Ste 24, Newport Beach, CA 92660;
    12. “PipelineSuite Technology” means all of PipelineSuite’s proprietary technology (including software,
        hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other
        tangible or intangible technical material or information) made available to you by PipelineSuite in
        providing the Service; “Service(s)” means the specific module of PipelineSuite including PipelineRFQ,
        PipelineOPR, PipelinePreQual, PipelineTabs, or PipelineBid which may include bid invitation management service,
        document management service, bid tracking service, billing, data analysis, or other services identified
        during the ordering process, developed, operated, and maintained by PipelineSuite, accessible via
        http://www.PipelineSuite.com, or another designated web site or IP address, or ancillary services rendered to you
        by PipelineSuite, to which you are being granted access under this Agreement, including the PipelineSuite
        Technology and the Content;
    13. “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized
        to use the Services and have been supplied user identifications and passwords by you (or by Pipeline
        Suite at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to
support@PipelineSuite.com.

Copyright 2020 PipelineSuite® All rights reserved.
PipelineSuite, Inc., 3723 Birch St., Ste 24, Newport Beach, CA 92660, USA

Updated on December 8, 2020