1. Definitions 

• 1.1 “Agreement” means this Master Subscription Agreement, the attached exhibits, and any Order Form executed by the parties, each incorporated herein by reference. 
• 1.2 “Customer Data” means any Customer-specific data, materials, or content provided or submitted to or through the Premium Service. 
• 1.3 “Confidential Information” means this Agreement, CE OneSource Technology, CE OneSource pricing information, Customer Data, and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) hereunder. 
• 1.4 “Content” means building plans, photos, images, cut sheets, and other documents uploaded by Users, including any annotations or notes. 
• 1.5 “Documentation” means the online help provided for CE OneSource software. 
• 1.6 “Intellectual Property Rights” includes all registered and unregistered rights relating to patents, copyrights, trademarks, and other proprietary rights worldwide. 
• 1.7 “Order Form” means a document detailing the Service(s) to be provided by CE OneSource, the associated fees, and other related details. Each Order Form constitutes a separate contract. 
• 1.8 “Premium Service(s)” or “Service(s)” means the SaaS-based service provided by CE OneSource pursuant to an Order Form that provides additional functions compared to any free service. 
• 1.9 “Professional Services” means implementation, configuration, and/or training services provided by CE OneSource to the Customer as per an Order Form. 
• 1.10 “Service Term” refers to the Order Form-specified period during which the Premium Service is available. 
• 1.11 “CE OneSource Technology” means CE OneSource’s proprietary software and technology provided via the Premium Service, including enhancements, modifications, and derivative works. 
• 1.12 “User” refers to Customer or its affiliates’ employees, contractors, or agents authorized to use the Premium Service. 

2. Provision of Premium Service 

• 2.1 End User License Agreement. All terms of the End User License agreement (“EULA”) are incorporated by reference. 
• 2.2 Access Right. CE OneSource will provide Customer and its Users with Premium Services purchased on a subscription basis as described on Order Form(s). Customer may change or delete CE OneSource access credentials as required. CE OneSource may update the content, functionality, and user interface without reducing functionality materially. 
• 2.3 Service Level Agreement. CE OneSource will maintain reasonable safeguards for the protection, confidentiality, and integrity of Customer Data. Services will be available 24/7, subject to planned downtime and conditions outside CE OneSource’s control. 
• 2.4 Customer Responsibilities. Customer is responsible for compliance with applicable laws and the actions of all Users in connection with this Agreement. Customer must maintain the confidentiality of access credentials and is responsible for the accuracy, quality, and legality of Content. 
• 2.5 Professional Services. CE OneSource will perform work as specified in the Order Form. 

3. Intellectual Property Ownership 

As between CE OneSource and Customer, CE OneSource (or its licensors) owns and retains all rights to the Premium Service and CE OneSource Technology. No jointly owned intellectual property is created under or in connection with this Agreement. 

4. Billing and Payment 

• 4.1 Subscriptions. Premium Services are purchased as subscriptions. Additional subscriptions may be added, prorated for the remaining subscription term. 
• 4.2 Usage Limits. Premium Services are subject to usage limits, such as the number of authorized Users. 
• 4.3 Fees. Customer will pay all fees specified in Order Forms, with no refunds for fees paid. 
• 4.4 Invoicing and Payment. CE OneSource will invoice Customer in advance or per the Order Form. 
• 4.5 Overdue Charges. Invoices unpaid by the due date may incur late interest. 
• 4.6 Suspension of Service and Acceleration. CE OneSource may suspend services for overdue amounts. 
• 4.7 Payment Disputes. CE OneSource will not exercise its rights for overdue amounts if Customer disputes the charges reasonably and in good faith. 

5. Term; Termination 

• 5.1 Term of Agreement. This Agreement commences on the date Customer accepts it and continues until all subscriptions hereunder expire or terminate. 
• 5.2 Termination. Either party may terminate for cause, such as a material breach that remains uncured. 
• 5.3 Customer’s Data Portability and Deletion. Upon request, CE OneSource will provide Customer’s Content for export or download. 

6. Representations and Warranties 

• 6.1 By CE OneSource. CE OneSource warrants that its Premium Service platform conforms to applicable specifications. 
• 6.2 WARRANTY DISCLAIMERS. Except as warranted herein, CE OneSource disclaims all warranties, express, implied, or statutory. 

7. Indemnification 

• 7.1 By CE OneSource. CE OneSource will defend Customer against third-party claims of infringement. 
• 7.2 By Customer. Customer will defend CE OneSource against claims related to the Customer’s use of CE OneSource services. 

8. Limitation of Liability 

Neither CE OneSource nor its licensors or suppliers, nor Customer, will be liable for indirect, special, exemplary, incidental, or consequential damages. 

9. Confidentiality 

Recipient may use Discloser’s Confidential Information solely to perform obligations or exercise rights under this Agreement. 

10. General 

• 10.1 Publicity. Customer grants CE OneSource the right to identify Customer as a client of CE OneSource. 
• 10.2 Governing Law; Venue. This Agreement will be governed by Nevada law, and disputes will be brought in Nevada courts. 
• 10.3 Independent Contractors. The parties are independent contractors, and no joint venture or agency relationship exists between them. 
• 10.4 Waiver; Amendment; Severability. A party’s failure to enforce any provision will not constitute a waiver. Amendments must be in writing. 
• 10.5 Entire Agreement. This Agreement, together with any exhibits, constitutes the entire agreement.