Terms and conditions

Performance by Prevu3D of the Services, which includes access to, and use of, the Platform Services is subject to and expressly conditioned upon compliance with these terms of service (the “Terms”) by the entity identified in the relevant Order Form or in a supplemental agreement (“Customer”, “you”). When applicable (see Section 8.3), you may also be bound by the terms of Prevu3D’s Data Processing Addendum, available at www.prevu3d.com/data-processing-addendum.

Last update: February 18th, 2026.

As further set out below, these Terms, together with the relevant Order Form, constitute a valid and legally-binding agreement that defines the legal relationship between Customer and Prevu3D, Inc., a Canadian corporation with a registered address at 404-642 rue de Courcelle, Montreal Quebec Canada H4C 3C7 (“Prevu3D”, “we”, “us”) with regards to the performance of the Services.

These Terms enter into force upon the earlier of the acceptance of the relevant Order Form, or the acceptance of the Terms by Customer upon first logging on to the Platform Services (the “Effective Date”). If you are entering into this Agreement on behalf of Customer, you hereby represent and warrant that you have sufficient authority to do so.

If you have any questions related to these Terms, you can reach us at [email protected].

1. DEFINITIONS

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. For this purpose, “control” means the power, directly or indirectly, to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set out in Section 2.1.

“Applicable Laws” means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree, or other requirement of any federal, municipal, provincial, state, territorial, or foreign government or one of its political subdivisions or of any court, tribunal or arbitration tribunal of competent jurisdiction which are applicable to the performance of the Services, this Agreement, or to the processing of the Customer Data by Prevu3D.

“Application Software” means the application software such as RealityPlan and RealityConnect plug-ins, that are licensed by Prevu3D for local installation and operation in executable format by Customer on compatible computing device(s).

“Authorized User” means each end user who is authorized by Customer to use and access the Platform Services during the Subscription Term.

“Beta Services” means any pre-release version of the Platform Services that are made available to Customer to try at its option.

“Confidential Information” means all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets. Confidential Information is information that is indicated or labelled as confidential or that a reasonable person would consider confidential in similar circumstances. Without limiting the generality of the foregoing, the Customer Data is Customer’s Confidential Information and the Services are Prevu3D’s Confidential Information. Confidential information shall not include information which the Receiving Party can demonstrate: (i) is readily available 1 to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party from an independent third party without any restrictions on disclosure, (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party; or (iii) was independently developed by the Receiving Party without any reliance on the Confidential information belonging to the Disclosing Party.

“Customer Data” means the data provided by Customer or collected by Prevu3D on behalf of Customer as part of the Turnkey Services and which is input in the Platform Services for processing by Prevu3D pursuant to this Agreement as well as the data resulting from such processing.

“Documentation” means any written or electronic documentation, manuals, images, video, text or sounds describing or explaining the functionalities of the Services provided or made available by Prevu3D to Customer.

“Defined Area” means the specific area, in square feet (ft2) or square meter (m2), as described in the relevant Order Form, which is the subject of some Turnkey Services.

“Order Form” means a document executed by the parties that describes the Services to be provided to Customer as well as the Fees and any other terms and conditions agreed upon by the Parties. The Order Forms are deemed part of the Terms, and the Order Form shall prevail in case of a conflict with the Terms.

“Platform Services” means such portion of the Services performed by Prevu3D that pertain to Prevu3D’s online platforms, as further described in the relevant Order Form.

“Processing Services” means the portion of the Platform Services performed by Prevu3D that consist in the performance of various processing tasks on Customer Data, such as the conversion of raw data into 3D models, analytics, training of artificial intelligence models, etc., as more fully set out in the relevant Order Form.

“Representatives” means a party and its Affiliates’, employees, directors, officers and contractors. “Services” collectively means the Turnkey Services, Platform Services, Processing Services, Support Services, Application Software and any other products or services to be performed and delivered to Customer by Prevu3D or on its behalf, as agreed upon in an Order Form.

“Subscription Term” means the period set out in the relevant Order Form during which the Platform Services, Processing Services, Support Services and Application Software are made available to Customer.

“Support Services” means the portion of the Services performed by Prevu3D that consist in technical support and maintenance services provided in connection with the Platform Services and Application Software as set out in the relevant Order Form.

“Turnkey Services” means the portion of the Services performed by Prevu3D that consist in professional and consulting services provided by Prevu3D or on its behalf, such as 3D scanning, data processing, and engineering services, as set out in the relevant Order Form.

2. THE PREVU3D SERVICES – GENERAL

2.1. Documents Forming the Agreement. The documents that form the agreement (collectively, the “Agreement”) are (a) the relevant Order Form(s), (b) these Terms, (c) when applicable, Prevu3D’s Data Processing Addendum, set out at www.prevu3d.com/data-processing-addendum and (d) the Information Security Policy 2 set out at www.prevu3d.com/security and the Privacy Policy set out at www.prevu3d.com/privacy-policy. Any reference to the Agreement shall constitute a reference to all foregoing documents, which are considered as a single agreement and any conflict or inconsistency between the provisions of any documents forming part of the Agreement shall be resolved in the same order of precedence set out above (i.e. Order Form, then these Terms, then the Information Security Policy and Privacy Policy). The Order Form may be executed by digital acceptance, through physical signature, or otherwise by the issuance of a corresponding payment or purchase order by Customer. No terms or conditions stated in a Customer-issued purchase order or in any other ordering documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

2.2. Performance of the Services. Prevu3D agrees to provide the Services in accordance with the terms and conditions of this Agreement, including the relevant Order Form(s).

2.2.1. Platform Services.

(a) When the relevant Order Form provides that Customer has purchased Platform Services subscriptions, Prevu3D hereby grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right and licence to access and use the Platform Services during the Subscription Term.

(b) You are required to have an account to use the Platform Services. You are responsible for provisioning the access to the Platform Services for your Authorized Users, and for removing such access when your Authorized Users no longer need access to the Platform Services. Authorized Users may access and modify Customer Data and provide third parties access to Customer Data. We are not responsible for any breach of this Agreement, including an unauthorized disclosure of Customer Data, resulting from Authorized Users’ use of the Platform Services.

2.2.2. Turnkey Services. When performing Turnkey Services, Prevu3D is not responsible for the accuracy, quality or adequacy of any Customer Data collected or provided by Customer and will not be liable if the Turnkey Services cannot be performed in accordance with the Documentation or an Order Form due to circumstances attributable to Customer or Customer Data collected or provided by Customer.

2.2.3. Application Software. When the relevant Order Form provides that Customer has purchased Application Software licenses, Prevu3D hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right and licence to install the licensed Application Software on compatible computing devices either owned or otherwise controlled by Customer and use the licensed Application Software solely in connection with the Platform Services during the Subscription Term on such computing devices. The Application Software may contain or be distributed alongside certain third-party software distributed under free or open-source licenses (“Open-Source Software”). When applicable, Prevu3D will appropriately disclose and attribute the distribution of such Open-Source Software to Customer. Prevu3D claims no ownership or interest in or to such Open-Source Software and the use, reproduction, modification, or distribution of any such Open-Source Software is not subject to the terms and conditions of this Agreement but to the terms and conditions of the applicable license. Prevu3D makes no representation or warranties whatsoever related to or in connection with Open-Source Software. Customer acknowledges and agrees that it is solely responsible and liable to review and comply with the terms and conditions of such licenses.

2.3. Support Services. During the Subscription Term, (a) Prevu3D will deploy commercially reasonable efforts to ensure that the Platform Services are available 24/7 and (b) Prevu3D will 3 provide Support Services in response to support requests regarding the Services (each a “Support Request”) within a reasonable delay based on the relative severity of each Support Request.

2.4. Responsibility of Customer. You agree and understand that you are responsible for:

(a) Providing us with timely and accurate information, including Customer Data, that is necessary to the performance of the Services.

(b) As the case may be, preparing the Defined Area in connection with the performance, by Prevu3D or on its behalf, of Turnkey Services. This includes ensuring that you are authorized to access and give access to Prevu3D or its contractors to the Defined Area.

(d) As the case may be, applying adequate security measures while Prevu3D’s team is at a your site.

(e) As the case may be, following the guidelines and instructions provided by Prevu3D regarding the Turnkey Services.

2.5. Modifications of the Services; Modifications to the Terms. We reserve our right to change our Services from time to time except that such changes shall not materially decrease the features and functionality of the Services as set out in the Agreement or the Documentation as of the Effective Date. We may change these Terms from time to time. However, the version of the Terms applicable during the Subscription Term will be the version in force as of the Effective Date. In addition, no changes to these Terms made during the Subscription Term will apply to this Agreement until the renewal or extension of the Subscription Term, except when you specifically agree with a change proposed by us. If you do not agree with a proposed change that is set to enter into force upon the renewal or the extension of the Subscription Term, you must reach out and let us know in writing before the effective date of the Subscription Term renewal or extension or else we will understand that you agree with the proposed change.

2.6. Services Warranty. We represent and warrant that, during the Subscription Term, or for a period of three (3) months following the delivery of the Turnkey Services (the “Warranty Term”), (a) the Platform Services will perform substantially in accordance with the Documentation; and (b) the Turnkey Services will be performed in a professional and workmanlike manner, in accordance with applicable industry standards for such Services (the “Services Warranty”). If the delivered Services do not meet the Services Warranty during the Warranty Term, Prevu3D will, at its sole discretion, (i) re-perform the non-compliant Services at no additional costs to Customer; or (ii) reimburse Customer for the non-compliant Services, and Customer agrees that the foregoing shall be Customer’s sole remedy and Prevu3D’s sole liability in connection with a breach of the Services Warranties.

2.7. Beta Services. Notwithstanding anything to the contrary, and to the full extent permitted by Applicable Laws, the Beta Services are provided without warranty or representation of any kind, and Prevu3D disclaims all warranties and representations, whether implied or express. The Beta Services are provided “as is” and “where is”, at Customer’s sole risks. There may be some bugs, and we may also ask for feedback. If you are accessing the Beta Services, you are accessing it for as long as we decide, regardless of any Subscription Term, and we may end the Beta Services upon written notice.

3. INTELLECTUAL PROPERTY

3.1. Customer Data. You own all rights, title, and interests in the Customer Data. By providing Customer Data to Prevu3D, you hereby grant Prevu3D a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, process, perform, reproduce, modify or aggregate the Customer Data (a) for the purpose of formatting for display, and distributing your Customer Data, in whole or in part, as required to provide you with the Services or to perform our obligations under this Agreement; (b) for the purpose of supporting the benchmarking or development of new features or products, the training of machine learning models and algorithms in an anonymized and de-identified fashion or the improvement of our Services generally. You represent and warrant that (x) you have the necessary rights and authority to allow us to process the Customer Data as intended herein; (y) the processing of the Customer Data by Prevu3D to perform the Services, as requested in or inferred from an Order Form, will not result in a breach of a third party’s intellectual property or other rights, such as personality or privacy rights, and (z) the processing of Customer Data by Prevu3D does not constitute a breach of Applicable Laws, including any export control rules applicable to the Customer Data.

3.2. Prevu3D. We own all rights, title and interests in the Services and our Confidential Information. Notwithstanding anything to the contrary, we are the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including any Authorized Users, to Prevu3D, in connection with the Services. You hereby assign, without limitation of any kind, all of your rights, title and interests to said suggestions, enhancement requests, recommendations, and feedback, and we accept this assignment.

4. ACCEPTABLE USE OF THE SERVICES

4.1. Restrictions on Customer Data. You agree that neither you nor your Authorized Users will use our Services to transmit, use or process any Customer Data which (a) contain viruses or malicious software code; (b) violates the privacy rights of individuals; (c) is subject to export control laws, and for which the processing by either Customer or Prevu3D constitutes a violation of Applicable Laws; (d) constitutes a breach of third party’s intellectual property rights; and (e) is threatening, abusive, hateful or constitutes or encourages conduct that would be considered fraud, criminal offence or likely to give rise to civil liability.

4.2. Restrictions on Access and Use. You also agree that you will not (a) access or use the Services in a manner that does not conform with Prevu3D’s documented methods of access and use or that involves unauthorized automated data gathering or extraction tools, programs, algorithms or methodology to access, acquire, copy or monitor the Services or any portion thereof; (b) share access credentials, identifiers and passwords with third parties that are not documented Authorized Users; (c) access or use the Service to provide time-sharing, service bureau, network, outsourcing services and other means of sharing access with third-parties; (d) decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services’ underlying technology by any means whatsoever; (e) penetrate our security, attempt to hack any security requirements or processes within or about the Services or otherwise manipulate identifiers to disguise the origin of any Customer Data transmitted or uploaded on to the Services; (f) in the case of Application Software, copy or reproduce the Application Software, except as required to to install and operate the Application Software, modify, adapt, or create derivative works of the Application Software; or (g) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Application Software.

5. CONFIDENTIAL INFORMATION

5.1. Non-Disclosure and Non-Use Obligation. The Receiving Party agrees to keep the Disclosing Party’s Confidential Information in strict confidence and further agrees (i) not to disclose any of Disclosing Party’s Confidential Information, directly or indirectly to any third party and (ii) not to use, copy, evaluate or incorporate any of Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement. Each Party retains ownership of its Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its and its Affiliates’ Representatives (i) who specifically require such Confidential Information in furtherance of the purpose for which it was provided under this Agreement, (ii) who have been properly advised by such Receiving Party of the confidential nature of the Confidential Information, and (iii) who are bound by confidentiality and non-use obligations as least as restrictive as those herein.

5.2. Compelled Disclosure. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to any legal or regulatory requirement, the Receiving Party shall, to the extent it is legally permitted to do so, promptly notify the Disclosing Party of such requirement, allow the Disclosing Party to seek any appropriate injunction or protective order or take such other action as it considers appropriate in the circumstances and collaborate with the Disclosing Party in obtaining such protective measure.

6. FEES; PAYMENT TERMS

6.1. Fees. Subject to the provisions of this Agreement, you agree to pay us the fees set out in the Relevant Order Form(including any allowable costs and expenses) and any applicable taxes (the “Fees”). The Fees are non-cancellable and non-reimbursable, except as otherwise set out in this Agreement. All Fees are in the currency set out in the relevant Order Form. Unless stated otherwise in an Order Form, all invoices are due within thirty (30) days of the invoice date. Any unpaid portion of an invoice past the due date is subject to interests calculated at the rate of 1,5% per month (18% annually).

6.2. Suspension of Services. If the Fees have not been paid within sixty (60) days from the initial invoice date, Prevu3D may suspend the Services (or part of the Services) without further notice, until all delinquent invoices are paid. During such suspension period, Prevu3D shall have no obligation to provide Customer with the Services, until the Fees are paid in full and there will be no reduction in Fees due for any period during which the Services are suspended. Upon payment of all Fees due together with any applicable interests, Prevu3D will resume the performance of the Services. If the Fees are not paid in full, with applicable interests, within ninety (90) days, then you agree that you will be liable for any collection costs, including reasonable attorneys’ fees, which we incur to recover any unpaid Fees.

6.3. Authorization. If applicable, you hereby authorize us to debit the Fees from your bank account or credit card, as the case may be, and you represent and warrant that you have provided us with accurate and valid financial information as required for us to debit the Fees in your bank account or on your credit card.

6.4. Taxes. Fees are exclusive of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body and will, when required by law, be added to the price. Customer is solely responsible for the payment of all such taxes, except any taxes assessed on Prevu3D’s income. If Prevu3D is legally required to collect from Customer and remit taxes related to Customer’s consumption of the Services hereunder, Customer agrees to promptly reimburse Prevu3D for any amounts paid by Prevu3D.

6.5. Withholding Tax. Customer shall make all payments under this Agreement without any deduction or withholding for or on account of any tax (“Tax Withholding”), unless a Tax Withholding is required under Applicable Laws. If a Tax Withholding is required under Applicable Laws, then (i) Customer must as soon as possible inform Prevu3D and (ii) Customer must remit the amount of the Tax Withholding to the competent tax authorities on behalf of Prevu3D in due time. Prevu3D will use commercially reasonable efforts to mitigate, reduce or eliminate any Tax Withholding.

7. TERM AND TERMINATION

7.1. Subscription Term; Renewal. The Subscription Term will commence on the date set out in the relevant Order Form and last for the period set out therein. The Subscription Term will renew automatically for subsequent periods of twelve (12) months, unless either party notifies the other party that it does not intend on renewing the Subscription Term within thirty (30) days of the end of the then-current Subscription Term. Upon the expiration of the Subscription Term, you will have thirty (30) days to retrieve your Customer Data and Prevu3D will have no obligation to store and maintain the Customer Data after such period.

7.2. Termination for Cause. Each Party may terminate this Agreement: (i) upon 30 days written notice if the other Party breaches or defaults under any material provision and does not cure such breach prior to the end of such 30-day period or (ii) effective immediately with written notice to the other Party if the other Party ceases operations, becomes bankrupt, has made an assignment of the property or is declared insolvent. If this Agreement is terminated due to a material breach by Prevu3D, Prevu3D will reimburse any Fees corresponding to Services which have not been rendered as at the date of termination.

7.3. Termination for Convenience. Customer hereby waive the application of Section 2125 of the Civil Code of Quebec.

7.4. Suspension of Access for Security Reasons. Prevu3D may suspend Customer’s access to the Services when reasonably necessary to protect our infrastructure and other clients. When practicable, Prevu3D will provide Customer with a written notice prior to any suspension; otherwise, Prevu3D will notify Customer without undue delays after such suspension. Each suspension will be to the minimum extent required to enforce this Agreement, or to protect our infrastructure and other clients. Prevu3D will reactivate the Services as soon as the circumstances leading to the suspension are resolved.

7.5. Effect of Expiration or Termination. Upon expiration or other termination of this Agreement for any reason, Customer will immediately cease all use of the Services, including the Application Software, and permanently delete all copies of the Application Software that are in Customer’s possession or control. Upon Prevu3D’s request, Customer will certify in writing that Customer has permanently deleted all copies of the Application Software.

7.6. Survival. Sections 1, 2.1, 3, 5, 7.6, 8, 9, 10, 11, and 12 will survive the expiration or termination of this Agreement.

8. DISCLAIMERS OF WARRANTIES

8.1. Disclaimer of Warranties. The only warranty for the Services is the Services Warranty set out in Section 2.6 and Prevu3D and its Affiliates do not formulate any other warranties in connection with the Services and Prevu3D and its Affiliates expressly disclaim all implied and statutory warranties. Prevu3D and its Affiliates do not represent or warrant that the Services will be error-free. Furthermore, the Services may be subject to limitations, delays and other problems inherent to the use of the internet and electronic communications. Prevu3D and its Affiliates are not responsible for any delays, delivery failures or other damages resulting from 7 such problems or from the Customer’s acts, omissions or issues with its information technology systems and infrastructure.

8.2. Responsibility for Customer Data. Notwithstanding anything to the contrary, and to the full extent permitted by Applicable Laws, Customer is solely responsible for the legality, accuracy and quality of Customer Data provided by Customer and any content or information directly or indirectly delivered through or passed through the Services by Customer (or its Authorized Users). Prevu3D exercises no control over and accept no responsibility for the legality, accuracy, and quality of Customer Data provided by Customer. The Services are not intended as a data repository, and Customer is solely responsible for ensuring that proper backups and copies of the Customer Data are stored internally in accordance with Customer’s procedures for data recovery, disaster recovery and business continuity. Prevu3D will not be held responsible for any losses of Customer Data.

8.3. Personal Information. Notwithstanding anything to the contrary, and to the full extent permitted by Applicable Laws, (a) you agree and understand that the Services are not intended for the processing of personally identifiable information; (b) you agree that it is your
responsibility to ensure that the Customer Data does not include any personally identifiable
information, including representations or depictions of individuals and (c) you agree that the
Services are intended for industrial, commercial, and professional uses, for the 3D modelling of
physical areas such as industrial, commercial, professional or public buildings (the “Intended
Purposes”), and not for the 3D modelling of individuals or documents with personal or
confidential information. Notwithstanding anything to the contrary, and to the full extent
permitted by Applicable Laws, (i) we provide no representation or warranty whatsoever if your
use of our Services is in violation of the Intended Purposes or is otherwise in violation of this
Agreement; (ii) we have no responsibility whatsoever regarding any processing of personally
identifiable information in violation of this Agreement; (iii) you agree to indemnify, hold us
harmless and defend us, and our Representatives, from any third party claims, damages,
allegations, costs and expenses (including reasonable attorneys’ fees) (together, the “Losses”)
resulting from your use of our Services in violation of the Intended Purposes. Without limiting
the foregoing, the only type of personally identifiable information associated with Customer that
Prevu3D will process hereunder are those concerning such Customer’s representatives that
interact with Prevu3D in connection with the Services, provided such information is deemed
personal data or personally identifiable information under applicable law; otherwise, such
information shall be deemed as normal information and processed accordingly.

9. INDEMNIFICATION

9.1. Indemnification by Prevu3D. Prevu3D, at its expense, will defend and pay any
settlement amounts and damages, costs and expenses (including reasonable attorneys’ fees)
awarded by a court of final jurisdiction arising out of any third-party claim, suit or proceeding
alleging that Customer’s use of the Services in accordance with this Agreement infringes a third
party’s intellectual property right. The foregoing obligations do not apply with respect to a claim
of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use
of the Services in combination with any software, hardware, network or software not supplied by
Prevu3D where the alleged infringement relates to such combination; (iii) any modification or
alteration of the Services other than by Prevu3D; or (iv) Customer’s continued use of the
Services after Prevu3D notifies Customer to discontinue use because of an infringement claim.
If any claim which Prevu3D is obligated to defend has occurred, or in Prevu3D’s determination
is likely to occur, Prevu3D may, in its sole discretion and at its option and expense (a) obtain for
Customer the right to use the allegedly infringing item, (b) substitute a functionally equivalent,
non-infringing replacement for such item, (c) modify such item to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Customer any prepaid
amounts attributable to the period of time between the date Customer was unable to use the
Platform and Services due to such claim and the remaining days in the then-current Initial
Subscription Term or renewal term.

9.2. Indemnification by Customer. Customer, at its expense, will defend and pay any
settlement amounts or damages awarded by a court of final jurisdiction arising out of any
third-party claim, suit or proceeding (i) alleging that the Customer Data infringes any data or
privacy protection law or third-party intellectual property; or (ii) arising from occurrence of the
conditions set forth in Section 9.1(i)-(iv) above.

9.3. Conditions. The parties’ obligations under this Section 9 are contingent upon the
indemnified party (i) giving prompt written notice to the indemnifying party of any claim under
this Section, (ii) giving the indemnifying pParty sole control of the defense or settlement of the
claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying
party must not settle or consent to judgment in any such claim that adversely affects the rights
or interests of the indemnified party or imposes additional obligations on the indemnified party,
without the prior express written consent of the indemnified party. The rights and remedies set
forth in this Section 9 are the sole obligations of the indemnifying party and exclusive remedies
available to the indemnified Party in the event of an applicable third-party claim.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. To the maximum extent permitted by Applicable Laws, and except as it relates to any indemnity granted under this Agreement, neither party nor its Representatives will be liable to the other party and its Representatives for any indirect damages, including reputational damages, consequential damages, special damages, costs of notification, costs of data retrieval, losses of business and opportunities.

10.2. Exclusion of Liability. Notwithstanding anything to the contrary, to the maximum extent permitted by Applicable Laws, our aggregate liability to you for any damages arising out or in connection with this Agreement or the performance of the Services, whether arising under contractual or extracontractual, tort or other theory of liability, will not exceed the amounts paid by you to Prevu3D pursuant to the relevant Order Form during the twelve (12)-month period preceding the events which gave rise to such damages.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1. Governing Law. This Agreement (including the performance of the Services) are governed by and constructed in accordance with the laws of the Province of Quebec without giving effect to any choice or conflict of law provision or rule. Specifically excluded from application to this Agreement is the United Nations Convention on Contracts for the International Sale of Goods.

11.2. Dispute Resolution. The courts located in the Province of Québec (“Designated Courts”) shall have exclusive jurisdiction to hear any dispute between the parties arising from the application or interpretation of this Agreement not resolved by discussions between the parties’ senior management within thirty (30) days of a parties’ receipt of written notice of the dispute from the other party, and the parties hereto irrevocably consent to and waive any jurisdictional or forum non conveniens objection to such jurisdiction.

12. GENERAL PROVISIONS

12.1. Force Majeure. Neither party will be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God 9 or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disaster, strike or other labour disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence, to the extent that it notifies the other party without undue delays.

12.2. Relationship of the Parties. The relationship of Prevu3D and its Affiliates and Customer is that of independent contractors. Nothing herein is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent or representative of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

12.3. No Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

12.4. Severability. If any provision of this Agreement is held by a court to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

12.5. Entire Agreement. This Agreement set out the entire understanding of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.

12.6. Assignment. We may assign this Agreement, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger and acquisition or bankruptcy filings. You may not assign this Agreement, or part of it, to any other person without our prior written approval. Any attempt by you to assign this Agreement without our consent is void. This Agreement will inure to the benefit of permitted assigns and successors.

12.7. Language. Les parties reconnaissent avoir eu l’occasion de négocier librement les stipulations essentielles de la présente convention et des documents s’y rattachant. Il est de la volonté expresse des parties que la présente convention et tous les documents s’y rattachant soient rédigés en anglais seulement. The Parties acknowledge that they have had the opportunity to freely negotiate the essential provisions of these Terms of Use and the Main Agreement and related documents. The Parties have expressly requested that these Terms of Use and the Main Agreement and all related documents be drawn up in English only.