PART II – SERVICE DELIVERY AND OPERATIONS TERMS

(applies to all Services)

Last revised on April 15, 2026

1.      Definitions

Capitalized terms used in this Agreement but not defined herein have the meanings given to them in the applicable governing terms. For the purposes of this Agreement, and unless otherwise defined in a service-specific section or in the applicable governing terms, the following definitions apply:

“Activation” means, for a Service at a Location, the establishment of connectivity between the BrainBox AI Platform and the applicable Location’s Building Systems or authorized integrations, through one or more methods such as cloud-to-cloud connectivity, software drivers or APIs, or other digital interfaces, Equipment, or customer-provided or third-party provided hardware, enabling either (i) the extraction of Customer Data or (ii) access to the applicable functionality of the Service.

“Activation Date” means, for a Location, the earliest date on which Activation occurs for that Location, as reflected in BrainBox AI's records or billing systems. For all Services selected for that Location at the time of initial Activation, the Activation Date applies uniformly to all such Services. Where a Service is added to a Location after that Location's initial Activation Date pursuant to section 9.5 (Addition of Services), the Activation Date for that added Service shall be the earliest date on which Activation occurs for that Service at that Location.

“AI Control” or “AI Control Services” has the meaning set out in Section 18.

“Agreement Effective Date” means the last date of signature on the Cover Page.

“Agreement Term” means the period commencing on the Agreement Effective Date and continuing until all Location Subscription Terms have expired or been terminated in accordance with the Agreement.

“ARIA Services” has the meaning set out in Section 21.1.

“Affiliate” of any party means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, and in the case of BrainBox AI, including but not limited to Trane Technologies plc and its subsidiaries and affiliates.

“BrainBox AI” means the BrainBox AI contracting entity indicated on the Cover Page.

“Building Systems” means the Customer’s HVAC systems, building management systems (BMS), energy management systems (EMS), refrigeration systems (if applicable), mechanical and electrical infrastructure, and any associated equipment, controllers, sensors, field devices, networks or other components that interface with, or are required for, the delivery of any Service. For clarity, references in this Agreement to HVAC systems, BMS, EMS, related networks, or other mechanical/electrical infrastructure shall be deemed to refer to the Building Systems.

“Bundled Pricing” means the discounted Subscription Fee pricing available to the Customer where two or more Services are selected, as identified on the Cover Page, offered on a combined, non-standalone basis in lieu of Standalone Pricing.

“Bundled Pricing Threshold" means the minimum percentage, specified on the Cover Page, of the total Subscription Fees for all Services selected at all Locations listed in Schedule A as of the Agreement Effective Date, that must be maintained on an ongoing basis as a condition of Bundled Pricing remaining in effect, subject to any recalculation of the applicable Subscription Fee baseline as expressly provided in this Agreement.

“Change Order” means a written document agreed by the parties that authorizes a modification to the scope, deliverables, timeline, or fees of an existing Statement of Work.

“Cloud BMS Services” has the meaning set out in Section 22.1.

“Confidential Information” has the meaning given to that term in the Terms of Service.

“Customer” means the legal entity identified as Customer on the Cover Page.

“Customer Data” means the Customer’s account information, and all data supplied, transmitted or made available to BrainBox AI by or on behalf of the Customer through use of the Services, including HVAC operational data, BMS data, EMS data, utility data and other raw building-related data originating from or transmitted by the Customer’s Building Systems or authorized integrations, including any data, documents, information, content, or other materials that constitute “Our Data” under the applicable Terms of Service.

“Dashboard” means the digital user interface that provides authorized End-Users with access to and functionality within the Brainbox AI Platform.

“Documentation” means any technical documentation, user guides, configuration instructions, operational manuals, implementation materials, specifications, or other written or electronic materials made available by BrainBox AI to the Customer in connection with the Services, including through the Dashboard, help centers, or support channels, as updated from time to time.

“Edge Device” means an on-site edge two-way communications gateway that collects and analyzes information about the operation of the Customer’s Building Systems and acts as an interface between those systems and the BrainBox AI Platform.

“Enablement” means the process, whether performed before or after the Activation Date, of establishing the access, technical conditions, system readiness, coordination, installation, configuration, commissioning, integration, and related activities necessary to enable Activation or restore a Service for a Location.

“End-User” has the meaning set out in the Terms of Service.

“Equipment” means any hardware, device (including Edge Devices), gateway, controller, sensor, connectivity module, or other physical component provided by BrainBox AI in connection with the delivery of any Service, whether sold to the Customer or provided (loaned) for temporary use during the applicable Subscription Term, as further described in the Equipment Terms, Statement of Limited Warranty and RMA Procedures Addendum. Equipment does not include Customer-provided equipment or third-party equipment not supplied by BrainBox AI.

“Fees” means all amounts payable by Customer to BrainBox AI (or its authorized reseller) under the Agreement for the Services, as set out in the applicable Cover Page.

“Governing Terms” means the external governing documents listed in Part V of this Agreement, being: (a) the BrainBox AI Terms of Service, which apply to all Services; and (b) the AI Enabled Services Addendum, which applies to ARIA Services only.

“Loaned Equipment” means any Equipment that BrainBox AI provides for temporary use by the Customer to enable connectivity or delivery of the Services for which no sale occurs and no title transfers to the Customer. Loaned Equipment always remains BrainBox AI-owned and is subject to the Loaned Equipment terms set out in the Equipment Terms, Statement of Limited Warranty and RMA Procedures Addendum.

“Location” means any building, facility, or physical premises designated under this Agreement to receive one or more of the Services. A Location may consist of a single building or multiple buildings located on the same property or campus.

“Location Subscription Term” means, for each Location, the period commencing on the initial Activation Date for that Location and continuing for the initial Location Subscription Term and any renewal term(s), the durations of which are set out on the Cover Page, unless earlier terminated in accordance with the Agreement.

“Non-Routine Event” means any temporary or permanent event or condition that: (i) is not caused by BrainBox AI; and (ii) affects the stability or performance of a Location’s Building Systems, including any impact on the Location’s internet connection, BMS network stability, utility costs, base-load profile, energy consumption, or BrainBox AI’s ability to detect or optimize building conditions. Non-Routine Events include, without limitation: (a) upgrades, modifications, maintenance, repairs, or other changes to the BMS and/or HVAC systems or other Building Systems components; (b) manual overrides or continuous-command output overrides that impede optimization or commissioning activities; (c) sensor faults, data quality issues, connectivity outages, or malfunctioning sensors or other component failures; (d) changes to operational parameters such as occupancy schedules, temperature setpoints, lighting schedules, ventilation modes, or equipment control modes (whether made through the BrainBox AI Dashboard, through the Cloud BMS Services interface (if enabled), or manually at the Location); (e) installation of new or additional energy-consuming equipment or material changes to base-load demand; and (f) any disruption affecting data availability, communication pathways, or the Location’s connection with the BrainBox AI Platform.

“Onboarding” means the standard setup, integration, normalization, mapping, power tagging, configuration, commissioning, and related technical, operational, or project management activities performed by or on behalf of BrainBox AI at a Location using the Customer’s existing, compatible Building Systems and infrastructure and available interfaces or standard connection methods supported by BrainBox AI.

“Onboarding Fees” means the fees payable by the Customer for Onboarding activities performed at each Location. Onboarding Fees are charged to the Customer on a per-Location basis and are not on a per-Service basis.

“Platform” or “BrainBox AI Platform” means the platform used by BrainBox AI to provide the Services, including the application and database software for the Services, and the system and server software used to provide the Services.

“Platform Administrator” means an End User(s) designated by the Customer, or by an existing Platform Administrator acting on behalf of the Customer, to administer the Customer’s Platform account, including the authority to designate additional Platform Administrators, manage End User access, permissions, and Site configuration settings.

“Pre-Activation Enabling Work” means any work or preparatory activities that fall outside the scope of standard Onboarding and are required to remediate incompatibilities, missing interfaces, data deficiencies, or other conditions at a Location that prevent or impede Enablement or Activation of a Service.

“Professional Services” means any implementation, integration, consulting, training, or other professional services provided by BrainBox AI to the Customer pursuant to a SOW executed by the parties and expressly referencing this Agreement, the specific terms and fees for which are set out in the applicable SOW.

“Provider” means the BrainBox AI contracting entity indicated on the Cover Page. For purposes of any Governing Terms or addenda incorporated into this Agreement that refer to “Provider,” such term shall be deemed to refer to BrainBox AI as defined herein.

“RMA” means a return merchandise authorization issued by or on behalf of BrainBox AI in connection with the return, repair, replacement, or evaluation of Equipment, in accordance with the return procedures and conditions set out in the Equipment Terms, Statement of Limited Warranty, and RMA Procedures Addendum.

“Security Incident” means a confirmed unauthorized access, acquisition, or disclosure of unencrypted Customer Data resulting from a breach of BrainBox AI’s security controls, excluding unsuccessful attempts or other events that do not compromise the confidentiality, integrity, or availability of Customer Data.

“Services” means the service offerings made available by BrainBox AI under this Agreement, including without limitation, the AI Control Services, the ARIA Services, and/or the Cloud BMS Services, as well as any Professional Services provided pursuant to a SOW, and any other service offerings that may be added to this Agreement through the Cover Page or a SOW.

“Site” means any individual building, facility, or physical structure at which the Cloud BMS Services are deployed or made available. Each separate building shall be considered a distinct Site, regardless of its size, layout, occupancy, use type, or functional purpose. Where multiple buildings exist within the same Location, each building will be treated as a separate Site unless otherwise expressly agreed in writing.

“Sold Equipment” means Equipment that is expressly sold to the Customer under the Agreement, as identified on the applicable Cover Page, invoice, or SOW, and for which title transfers to the Customer and is subject to the Sold Equipment terms set out in the Equipment Terms, Statement of Limited Warranty and RMA Procedures Addendum.

"Standalone Pricing" means the Subscription Fee pricing applicable to each Service on an individual, non-bundled basis, as set out on the Cover Page.

“Subscription” means the Customer’s purchased right to use a Service during the applicable Location Subscription Term.

“Subscription Fees” means the fees payable by Customer for a Subscription, entitling Customer to access and use the applicable Service for each Location during the applicable Location Subscription Term.

2.     Customer Contact Information

2.1 Use of Customer Contact Information. Customer Contact Information set out on the Cover Page is used solely for general account administration, billing, notices and for registering and provisioning access to the Services.

2.2 Data Protection and Privacy (Contact Information). The Services are not designed to ingest or process personal data other than Customer Contact Information provided for the administrative purposes described in section 2.1. BrainBox AI does not use such personal data for any purpose other than administering the Agreement unless the Customer or the relevant End-User separately provided express permission, such as for marketing communications.

For purposes of Customer Contact Information exchanged under this Agreement, each party acts as an independent controller, and such exchange is considered controller-to-controller disclosure.

2.3 Account Contact Details. The Customer is responsible for keeping all Customer Contact Information accurate and current and shall notify BrainBox AI of any changes.

2.4 Safeguards. Each party shall, as an independent controller, process any personal information in compliance with the applicable data protection and privacy laws governing the Agreement and applicable to such processing. The parties shall not retain the personal data for longer than necessary for the purposes described in this section. The parties shall maintain appropriate technical, organizational and security measures for the protection of personal data. Customer Contact Information may be accessed from the United States of America or other jurisdictions in which BrainBox AI or its service providers operate, in connection with the administration of the Agreement.

3.     Services Ordered and Governing Terms

3.1 Services. BrainBox AI shall provide the Services selected on the Cover Page, or in the case of Professional Services as detailed in an SOW, at the Locations identified in Schedule A and at any additional or replacement Locations approved in accordance with section 9 (Locations).

3.2 Governing Terms. The Terms of Service apply to all Services ordered under this Agreement.

4.     Activation of Services

4.1 Activation of Services. Services are activated on a Location-by-Location basis. For each Location, all Services selected for that Location at the time of initial Activation share the same Activation Date. The Activation Date for a Location triggers billing for all Services selected for that Location. BrainBox AI’s records of an Activation Date shall be presumed accurate and binding unless disputed by the Customer in good faith within thirty (30) days following receipt of the applicable invoice, or written notice referencing such Activation Date. Where a Service is added to a Location after initial Activation, billing for that added Service commences from the Activation Date applicable to that added Service, as determined by section 9.5 (Addition of Services).

4.2 Enablement Condition. Activation of a Service for a Location is subject to the satisfaction of all applicable Enablement conditions and readiness requirements set out in this Agreement, including without limitation sections 9 (Locations), 10 (Customer Responsibilities), and 11 (Service Enablement).

5.     Preview Features

5.1 Description of Preview Features. BrainBox AI may make new or pre-release features, tools, or functionalities designated as “Preview Features.”

5.2 Experimental Nature and No Warranty. Preview Features are offered solely for pre-release, beta or evaluation purposes, may be modified, suspended, or discontinued at any time, and are provided on an “as is” and “as available” basis without warranty or commitment to performance of any kind.

5.3 Applicability of Agreement Terms. Preview Features are subject to all applicable disclaimers, limitations of liability, risk allocations, and other protective provisions set out in this Agreement and applicable Schedule or Addendum.

6.     Agreement Term

6.1 Agreement Term. The Agreement shall commence on the Agreement Effective Date and shall continue until all Location Subscription Terms have expired or been terminated in accordance with this Agreement.

7.      Authorized Business Contact

7.1 Designation. The Customer shall designate one or more Authorized Business Contacts on the Cover Page and may update such designation by notice to BrainBox AI, including by email.

7.2 Authority. The Authorized Business Contact shall have authority, within the scope of this Agreement, to approve, authorize, confirm, or request the following on behalf of the Customer, in each case by email or through the Platform enablement workflow where available:

        (a) scheduling of Location visits (truck rolls);

        (b) agreeing to Project Plans in accordance with section 26 (Project Plans);

        (c) addition or replacement of Locations in accordance with section 9 (Locations);

        (d) addition of Services in accordance with section 9.5 (Addition of Services;

        (e) designation of Platform Administrators;

        (f) approval of Location visits for information gathering purposes in accordance with section 19.1.2         

           (Assistance with Information Gathering);

        (g) commencement of Phase 2 and Phase 3 in accordance with Schedule A (List of Locations);

        (h) receiving and responding to invoices, and other operational communications from BrainBox AI (excluding

             legal notices which are governed by section 31 (Notices)); and

        (i) other minor or operational matters expressly contemplated under this Agreement.

7.3 Administrative Updates and Binding Effect. Certain operational and administrative updates are intended to facilitate ongoing service delivery and do not require a formal amendment process. Any approval, authorization, confirmation, or request provided by the Customer’s Authorized Business Contact by email or through the Platform enablement workflow, where available, within the scope of authority described in section 7.2 and with respect to matters expressly contemplated under this Agreement, shall be binding on the Customer and shall be deemed to form part of this Agreement as of the date of such approval, authorization, confirmation, or request is provided.

8.     Platform Administrator

8.1 Designation. The Customer will designate at least one End-User as a Platform Administrator to manage the Customer’s Platform account.

8.2 Authority and Responsibilities. The Platform Administrator may manage End-User access, including adding, modifying, or removing End-Users, designating additional Platform Administrators, and administering configuration settings within the Platform. The Platform Administrator shall ensure that access credentials are not shared among multiple End-Users. Actions taken by the Platform Administrator within the scope of the Platform Administrator’s authority under this Agreement shall be binding on the Customer.

9.     Locations

This section governs how Locations are authorized, assessed for compatibility, and managed during the Agreement Term, including the addition, replacement, and removal of Locations. For the consequences of pre-Activation removal, including applicable charges and the impact on Bundled Pricing, see section 12.

9.1 Authorized Locations and Service Selection. Each Location listed in Schedule A is authorized to receive the Services selected for that Location. Locations may also be authorized to receive Services if approved in accordance with this section 9.

9.2 Compatibility Review. Prior to the applicable Activation of any Service, BrainBox AI may confirm that each Location remains technically compatible with the selected Service. The inclusion of Locations under this Agreement and the applicable pricing is based on portfolio-level assessments, sample data, or other preliminary analyses conducted prior to the Effective Date, and on the assumption, based on information provided by the Customer, that the Building Systems, configurations, and connectivity conditions across Locations are substantially comparable. Accordingly, compatibility determinations are based on said information and then validated through conditions identified by BrainBox AI during Enablement activities conducted prior to the applicable Activation Date. Final compatibility depends on the actual configuration, connectivity, and condition of the applicable Building Systems at the time of Activation.

If BrainBox AI identifies any incompatibilities, missing interfaces, data deficiencies, or other conditions that may prevent Activation of the Services at a Location, BrainBox AI shall notify the Customer and may recommend that the Customer carry out preparatory work required to enable such Location (Pre-Activation Enabling Work). At the Customer’s request, BrainBox AI may perform such work as Professional Services pursuant to a Statement of Work, as applicable. If the Customer elects not to proceed with such work, the Location may be determined to be incompatible for the applicable Service.

Where a Location is determined to be incompatible for a Service due to: (i) pre-existing Building System configuration; (ii) material changes to Building Systems; (iii) inaccurate or incomplete information provided to BrainBox AI; or (iv) technical limitations that prevent Activation of the applicable Service, including where the Customer elects not to proceed with Pre-Activation Enabling Work, or where such work does not resolve the identified incompatibility, BrainBox AI may disqualify the Location for that Service prior to Activation. The consequences of disqualification depend on the reason for the incompatibility as follows:

(a) where the incompatibility is due to inaccurate or incomplete information provided by the Customer, or the Customer's failure to proceed with recommended Pre-Activation Enabling Work, removal may occur pursuant to section 9.3 (Removal Where No Suitable Replacement or Disqualification) and the consequences described in section 12 (Pre-Activation Removal and Consequences), including the removal charge under section 12.3, may apply; and

(b) where the incompatibility is not attributable to inaccurate or incomplete information provided by the Customer or the Customer's failure to proceed with recommended Pre-Activation Enabling Work, including where the incompatibility persists despite Pre-Activation Enabling Work having been performed or where it arises from technical limitations, removal may occur pursuant to section 9.3, but no removal charge under section 12.3 shall apply.

9.3 Removal Where No Suitable Replacement or Disqualification. If disqualification occurs under section 9.2, or if no commercially equivalent replacement Location is available within the Customer’s portfolio following a replacement request under section 9.4 (Adding or Replacing Locations), or within the period contemplated by section 12.4 (Replacement Mitigation), BrainBox AI may remove the affected Location for the applicable Service from Schedule A. The consequences of such removal shall be governed in accordance with section 12.

9.4 Adding or Replacing Locations. The Customer may, at its discretion, request to add a new Location or replace an existing Location through its Authorized Business Contact. Requests may be submitted by email or, where available, through the Platform enablement workflow. BrainBox AI will confirm approval or refusal through the same channel. No Location may be added or replaced without BrainBox AI’s approval, which shall not be unreasonably withheld. A replacement Location must be commercially equivalent to the Location being replaced on the applicable Pricing Basis. Any addition or replacement of a Location under this section 9.4 applies to all Services at that Location and may not be effected on a Service-by-Service basis. Locations added to Schedule A after the Agreement Effective Date and any replacement Location approved under this section 9.4, are subject to Onboarding Fees at the rates determined in accordance with section 14.6 (Annual Adjustment).. Any addition or replacement of a Location under this section 9.4 constitutes an administrative update in accordance with section 7.3 (Administrative Updates and Binding Effect).

9.5 Addition of Services. Where the Customer has not selected all available Services on the Cover Page as of the Agreement Effective Date, the Customer may request the addition of one or more Services through its Authorized Business Contact by email or, where available, through the Platform enablement workflow. Any addition approved by BrainBox AI applies to all Locations then listed in Schedule A. Subscription Fees for the added Service are at BrainBox AI's then-current rates, taking into account annual increases under section 14.6 (Annual Adjustment), and are billed from the applicable Activation Date for that added Service at each Location, subject to satisfaction of the applicable Enablement conditions under section 10 (Customer Responsibilities) and section 11 (Service Enablement). The Location Subscription Term and Bundled Pricing consequences are governed by sections 15.1 (Location Subscription Term) and 14.4 (Bundled Pricing) respectively. The addition constitutes an administrative update under section 7.3 (Administrative Updates and Binding Effect), and shall not create a new or separate Location Subscription Term.

9.6 Charges Incurred Prior to Replacement or Disqualification. Charges incurred prior to removal, replacement, or disqualification are governed by section 12.

9.7 Status and Activation of Added or Replacement Locations. Any Location approved for addition or replacement under this Section 9 becomes subject to this Agreement as of the date of approval. Where a Location replaces an existing Location, such replacement Location shall be deemed a continuation of the replaced Location for purposes of this Agreement, including for the calculation of the Location Subscription Term, and shall not create a new or separate Location Subscription Term. Any time elapsed with respect to the replaced Location shall be applied toward the Location Subscription Term applicable to the replacement Location. Onboarding Fees for any replacement Location shall nevertheless apply in accordance with sections 9.4 (Adding or Replacing Locations) and 14.6 (Annual Adjustment). Billing for any added or replacement Location commences in accordance with section 4 (Activation of Services) and section 14 (Financial Terms).

10.   Customer Responsibilities

This section sets out the Customer's obligations that must be satisfied to enable and maintain delivery of the Services at each Location throughout the Agreement Term.

10.1 Access and Cooperation. To support Location Enablement and Onboarding of the Services, and any installation of Equipment in connection with the Services, the Customer will work with BrainBox AI to provide timely access to each Location, Building Systems, network environments, and appropriate personnel, and shall cooperate in good faith with BrainBox AI to facilitate installation, configuration, commissioning, integration and Activation activities.

10.2 Technical and Network Requirements. The Services are dependent on compatible Building Systems and network infrastructure, consistent system permissions, stable and reliable internet connectivity, and the maintenance of related configurations at each Location. The Customer shall ensure that such technical requirements are available prior to Activation of the Services at each Location and maintained throughout the Agreement Term in a manner sufficient to support delivery of the Services.

10.3 Location Readiness. Each Location must be ready for Activation of the applicable Service. A Location is generally considered ready when:

(a) the requirements described in Section 10.2 have been satisfied;

(b) the applicable Building Systems are operational;

(c) the required interfaces, connectivity, and information from the Building Systems are available;

(d) there are no known conditions that would reasonably interfere with Enablement activities; and

(e) if Loaned Equipment or Sold Equipment is to be installed by BrainBox AI, the applicable installation areas are clear, safe, and accessible.

If these conditions are not satisfied, additional work or preparatory activities, including Pre-Activation Enabling Work required prior to Activation, may be required before the applicable Services can be enabled or activated at the Location.

10.4 Coordination During Enablement. The Customer shall avoid actions or changes that could interfere with the Enablement activities and shall provide advance notice of any planned changes that may affect installation, configuration, connectivity or Activation.

10.5 Enablement Dependency. BrainBox AI's obligation to activate the Services at a Location is conditioned on the Customer's satisfaction of its responsibilities under this section 10 (Customer Responsibilities). The Customer's responsibilities set out in this Section 10 apply in connection with Enablement activities described in section 11 (Service Enablement) and, where applicable, on an ongoing basis throughout the Agreement Term.

11.    Service Enablement

11.1 Onboarding. Onboarding forms part of Enablement and consists of the standard Onboarding activities performed by or on behalf of BrainBox AI at a Location using existing, compatible Building Systems and infrastructure and available interfaces or standard connection methods supported by BrainBox AI. Onboarding assumes, and is conditional upon, the applicable readiness requirements having been satisfied, and excludes any Pre-Activation Enabling Work.

11.2 Service Enablement Process. Following satisfaction of the applicable readiness requirements, BrainBox AI shall establish connectivity between the Location’s Building Systems and the BrainBox AI Platform through one or more methods such as cloud-to-cloud connectivity, software drivers or APIs, or other digital interfaces, Equipment, customer or third party-provided hardware. For clarity, physical installation of Equipment, where applicable, is addressed in Section 11.3.

11.3 Installation of Equipment (standard). If installation of physical Equipment is indicated on the Cover Page or added after the Effective Date in accordance with this Agreement, standard installation of Equipment includes:

(a) removal of existing customer-owned Equipment; and

(b) mounting, hardware terminations, connection, and basic configuration of the Equipment,

in each case in accordance with BrainBox AI’s standard installation practices, using existing, accessible Customer network infrastructure at the Location, and subject to Customer’s compliance with its obligations under Section 10 (Customer Responsibilities).

For clarity, standard physical installation of Equipment includes only minor connection-level wiring required for mounting and physical connection. Any non-standard work required for such installation, including wiring beyond minor connection-level wiring, shall be performed through a Change Order or SOW, in accordance with this Agreement.

11.4 Subcontracting. BrainBox AI may subcontract any portion of the Services, including Equipment installation activities, to qualified third parties and shall remain responsible for the performance of such subcontractors.

11.5 Hazardous Materials. If BrainBox AI or any subcontractor encounters material suspected to be asbestos or any other hazardous material at a Location during Equipment installation, work shall be suspended immediately, and the Customer shall be notified. Work may resume only once the material is confirmed safe or the Customer has completed the required abatement.

11.6 Connectivity Dependencies. Delivery and ongoing performance of the Services depend on the continued availability, stability, and compatibility of the Customer’s Building Systems, field-level and IP-based networks, internet connectivity, APIs, integrations, permissions, and related infrastructure at each Location.

11.6.1 Ongoing Conditions. Throughout the Agreement Term, the Customer shall ensure that each Location maintains system availability, network access credentials, and technical configurations sufficient to support telemetry, monitoring, dashboards, data exchange, and where applicable, read/write functionality, and other technical requirements of the Services, as communicated by BrainBox AI.

11.6.2 Effects of Connectivity Disruptions. Instability, outage, misconfiguration, degradation, manual override, access withdrawal, or other disruptions affecting the foregoing systems or connectivity may delay, limit, suspend, or degrade delivery of the Services, and may constitute a Non-Routine Event.

11.6.3 Planned Changes. The Customer will provide advance notice to BrainBox AI of any planned changes to Building Systems, network infrastructure, connectivity, or configurations that may affect delivery or operation of the Services.

11.6.4 Non-Routine Events. Where a connectivity issue or related disruption meets the definition of a Non-Routine Event under this Agreement, it will be treated as such for purposes of the Agreement.

11.6.5 Edge Device Hardware Dependency. Where an Edge Device is installed at a Location, the Customer shall ensure that the Edge Device maintains continuous power supply and physical network access throughout the Agreement Term. Any interruption to power supply or physical network access affecting the Edge Device may delay, limit, suspend, or degrade delivery of the Services at the applicable Location and may constitute a Non-Routine Event in accordance with this Agreement.

12.1 Scope and Application. This section applies where, prior to the applicable Activation Date for a Service at a Location, Activation cannot proceed.

12.2 Removal Prior to Activation. BrainBox AI may remove a Service or Location from Schedule A prior to the applicable Activation Date where:

(a) any Service, or the Location, is determined to be incompatible with the selected Service(s) as determined pursuant to section 9 (Locations), including due to technical limitations, system configuration, material changes to Building Systems or inaccurate or incomplete information provided by the Customer; or

(b) Enablement of the Service cannot proceed for thirty (30) consecutive days due to the Customer’s failure to satisfy its obligations under sections 9 (Locations), 10 (Customer Responsibilities), or 11 (Service Enablement); or

(c) the parties are unable to agree on a pricing adjustment required due to regional deployment requirements or Location-specific regulatory or logistical conditions that materially increase deployment costs, and Enablement cannot proceed as a result; or

(d) no commercially equivalent replacement Location is available following a disqualification under section 9.2 (Compatibility Review) or a replacement request under section 9.4 (Adding or Replacing Locations).

12.3 Pre-Activation Removal Charge. Upon removal under section 12.2 (a), (b) or (d), BrainBox AI may charge an amount equal to three (3) months of the applicable Subscription Fees for each affected Service at the applicable Location. This charge reflects a commercially reasonable allocation of risk and is not intended as a penalty. No removal charge applies in connection with removal under section 12.2(c), or where removal under section 12.2 (a) arises in the circumstances described in section 9.2(b), namely where the incompatibility is not attributable to inaccurate or incomplete information provided by the Customer or the Customer's failure to proceed with recommended Pre-Activation Enabling Work.

12.4 Replacement Mitigation. The Customer may avoid application of the removal charge described in section 12.3 by designating a commercially equivalent replacement Location, approved by BrainBox AI in accordance with section 9 (Locations), within thirty (30) days of BrainBox AI notifying the Customer of disqualification under section 9.2. BrainBox AI's approval of such replacement Location shall not be unreasonably withheld. Where a replacement Location is approved, the Subscription Fees attributable to the replacement Location shall be included in the applicable Subscription Fee baseline for purposes of the Bundled Pricing Threshold, and the replacement Location shall be treated in accordance with section 9.7 (Status and Activation of Added or Replacement Locations)..

12.5 Charges Incurred Prior to Removal. All Onboarding Fees, Professional Services fees (including Pre-Activation Enabling Work), Equipment costs, installation fees, site visit charges, and any other amounts incurred or committed prior to removal remain payable in full and are not refundable or creditable.

12.6 Impact on Bundled Pricing. The impact of removal under this section 12 on the Customer's continued eligibility for Bundled Pricing depends on the reason for the removal, as follows:

(a) where the removal arises in the circumstances described in section 9.2(a), the removal shall be taken into account in determining the Customer’s continued eligibility for Bundled Pricing against the original Subscription Fee baseline, being the total Subscription Fees for all Services at all Locations listed in Schedule A as of the Agreement Effective Date, and may result in reversion to Standalone Pricing in accordance with section 14.4 (Bundled Pricing); and

(b) where the removal arises in the circumstances described in section 9.2(b), the Bundled Pricing Threshold shall be recalculated by excluding the Subscription Fees attributable to the removed Service(s) from the Subscription Fee baseline against which the threshold percentage specified on the Cover Page is applied, and if the Customer continues to satisfy the Bundled Pricing Threshold against the recalculated baseline, Bundled Pricing shall be preserved and no reversion to Standalone Pricing shall occur.

(c) where the removal occurs because the Customer fails to designate a commercially equivalent replacement Location within thirty (30) days of BrainBox AI’s notice of disqualification under section 12.4 (Replacement Mitigation), the removal shall be taken into account in determining the Customer's continued eligibility for Bundled Pricing against the original Subscription Fee baseline, being the total Subscription Fees for all Services at all Locations listed in Schedule A as of the Agreement Effective Date, and may result in reversion to Standalone Pricing in accordance with section 14.4 (Bundled Pricing).

13.    Non-Routine Events - Effects and Consequences

This section governs the effects and consequences of a Non-Routine Event on Service delivery and Fees.

13.1 Service Impact. Where an event qualifies as a Non-Routine Event, delivery, availability, or performance of the affected Service(s) may be delayed, disrupted, limited, suspended, or degraded for the duration of the Non-Routine Event.

13.2 Suspension or Adjustment. During a Non-Routine Event, BrainBox AI may suspend, limit, or adjust delivery of the affected Service(s) to the extent reasonably necessary to address the impact of the Non-Routine Event.

13.3 Remediation and Revalidation. Resolution may require configuration, remediation, revalidation, re-commissioning, re-onboarding, or related technical activities. Such activities may be performed by BrainBox AI, by the Customer, or by third parties, as appropriate depending on the nature of the Non-Routine Event.

13.4 Fees. Charges may apply in connection with remediation, revalidation, re-commissioning, re-onboarding, site visits, or other work required as a result of a Non-Routine Event.

13.5 Billing Continuity. Subscription Fees remain payable during a Non-Routine Event, including during any period in which delivery of the affected Service(s) is limited, suspended, or degraded as a result of the Non-Routine Event.

13.6 No Refunds or Credits. The Customer is not entitled to refunds or other fee reductions for any period during which a Service is limited, suspended, or degraded due to a Non-Routine Event.

13.7 Resumption of Services. Resumption of normal Service delivery following a Non-Routine Event may require completion of applicable remediation, revalidation, or re-onboarding activities and may be subject to applicable charges and scheduling availability.

14.    Financial Terms

Fees and Payment Terms

14.1 Fees. All Fees are payable in accordance with, and are subject to, the payment terms, late charges, tax treatment, and collection provisions set out in the Terms of Service.

14.2 Billing Currency. Fees shall be paid in the currency specified on the Cover Page.

14.3 Billing Cadence and Invoice Issuance. Unless otherwise specified on the Cover Page, the following billing cadence and invoice issuance provisions apply to each category of Fees payable under this Agreement, including where a Location is added or approved as a replacement Location under section 9.4 (Adding or Replacing Locations:

(a) Subscription Fees are billed per Location, annually in advance, commencing on the first (1st) day of the calendar month in which the Activation Date falls if the Activation Date is between the first (1st) and fifteenth (15th) day of that month, or on the first (1st) day of the following calendar month if the Activation Date falls between the sixteenth (16th) and last day of that month; the same billing commencement rules apply to any Service added to a Location after that Location’s initial Activation Date.

(b) Onboarding Fees are billed per Location, on the Agreement Effective Date or, for Locations added to Schedule A after the Agreement Effective Date, on the date the Location is approved for addition under section 9 (Locations) For any replacement Location approved under section 9.4 (Adding or Replacing Locations), Onboarding Fees are likewise billed on the date of approval of the replacement Location, at the rate then in effect under section 14.6 (Annual Adjustment);

(c) Fees for Professional Services, including any Pre-Activation Enabling Work, are billed as set out in the applicable SOW;

(d) Fees for Sold Equipment are billed upon shipment to the Customer;

(e) all other Fees and charges, including installation of Sold Equipment, re-onboarding, work falling under Change Orders, and any additional at-Location visits (truck rolls), are billed upon completion of the applicable work, or as indicated on the applicable Change Order or SOW; and

(f) ) the Pre-Activation Removal Charge under section 12.3, where applicable, is billed upon removal of the applicable Service or Location from Schedule A;

(g) a Pricing Differential Invoice (as defined in section 14.4 (Bundled Pricing)), where Subscription Fee pricing reverts to Standalone Pricing, is billed on each Reversion Date.

Pricing Structure

14.4 Bundled Pricing. Where Bundled Pricing applies, discounted Subscription Fee pricing is subject to, and remains in effect only while the Bundled Pricing Threshold is satisfied throughout the Agreement Term, subject to any recalculation of the applicable baseline in accordance with section 12.6(b) (Impact on Bundled Pricing). If the Bundled Pricing Threshold is no longer satisfied, Subscription Fee pricing shall revert to Standalone Pricing effective as of the first day of the calendar month following the date on which the Bundled Pricing Threshold ceases to be met (the "Reversion Date"). BrainBox AI shall issue a supplemental invoice for the difference between the applicable Standalone Pricing and the Bundled Pricing already paid, prorated for the remainder of the then-current billing cadence period (as determined in accordance with section 14.3) from the Reversion Date (“Pricing Differential Invoice”). Such Pricing Differential Invoice shall be issued in accordance with section 14.3(g). On each occasion that, following a Reversion Date, the Customer subsequently restores the Bundled Pricing Threshold, Bundled Pricing may be reinstated effective as of the first day of the calendar month following the date on which the threshold is restored, as confirmed in writing by BrainBox AI. No refund, credit, or retroactive adjustment shall apply with respect to any period during which Standalone Pricing was in effect between any Reversion Date and the corresponding date of reinstatement of Bundled Pricing. For clarity, Professional Services Fees and Onboarding Fees are not subject to Bundled Pricing.

Adjustments and Annual Increases

14.5 Installation, Enablement, and Deployment Adjustments

14.5.1 Pricing Validity and Readiness. Pricing for Equipment and Equipment installation is valid for ninety (90) days from the Agreement Effective Date, provided the applicable Location is in a state of readiness in accordance with section 10 (Customer Responsibilities). If Equipment installation is delayed due to the Customer’s failure to satisfy its obligations under sections 9 (Locations), 10 (Customer Responsibilities), or 11 (Service Enablement), BrainBox AI may adjust pricing for Equipment and Installation to reflect reasonable and demonstrable cost increases.

14.5.2 Additional Location Visits. Where conditions at a Location differ from those previously anticipated or indicated, or where a Location is not in the expected state of readiness, BrainBox AI may conduct additional at-Location visits (truck rolls) as required. Additional at-Location visits are billed at BrainBox AI's then-current standard time and materials rate, plus reasonable travel and out-of-pocket expenses.

14.5.3 Re-Onboarding Activities & Associated Fees. Where re-onboarding is required due to Customer-related circumstances or a Non-Routine Event, BrainBox AI shall be entitled to charge re-onboarding fees for the affected Location at the then-current adjusted rate, and Subscription Fees remain payable during any associated suspension. For clarity, any Fees for re-onboarding activities are separate from the Onboarding Fees.

14.6 Annual Adjustment. Subscription Fees and Onboarding Fees increase by seven percent (7%) on each anniversary of the Agreement Effective Date, regardless of Activation Date(s), provided that any increase to Onboarding Fees applies only to Onboarding activities performed after the applicable anniversary date, including with respect to Locations added to Schedule A, and replacement Locations approved under section 9.4 (Adding or Replacing Locations), on or after such date. Any prepaid Subscription Fees shall be applied only to the applicable subscription year at the rates in effect for that year, and the annual increase shall apply to each subsequent subscription year, regardless of any advance payment.

15.    Location Subscription Terms

15.1 Location Subscription Term. Each Location Subscription Term applies independently on a Location-by-Location basis. If an additional Service is added for a Location after that Location’s initial Activation Date, that additional Service shall be included in, and will expire at the end of, the then-current Location Subscription Term for that Location and will not create a new or separate Location Subscription Term.

15.2 Renewal. Each Location Subscription Term shall automatically renew for the renewal period specified on the Cover Page for the applicable Location, unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Location Subscription Term. Renewal applies only to Locations that remain active and are receiving the applicable Service(s) as of the end of the then-current Location Subscription Term. Where a Service has been added to a Location after that Location's initial Activation Date, such added Service shall renew as part of, and for the same renewal period as, the then-current Location Subscription Term for that Location.

15.3 Permanent Location Closure. If a Force Majeure Event results in the permanent closure of a Location, or if the Customer permanently ceases operations at or divests a Location, the Customer may remove the affected Location from Schedule A by providing at least ninety (90) days’ advance written notice. A temporary shutdown, renovation, staffing shortage, or other operational interruption does not constitute a permanent closure unless the Customer confirms in writing that the Location will not resume operations. Removal of a Location under this section 15.3 applies to the Location as a whole and terminates all Location Subscription Terms for all Services at that Location as of the effective date of removal. Fees accrued or payable through the effective date of removal remain payable.

15.4 Termination for Cause. Termination for cause shall be governed exclusively by the Terms of Service.

15.5 Termination for Convenience. Neither a Location Subscription Term, nor any individual Service at any Location, may be terminated for convenience during the first twelve (12) months following that Location’s initial Activation Date. The addition of a new Service to a Location after that Location's initial Activation Date does not restart or extend this twelve (12)-month period.

Following the first anniversary of a Location's initial Activation Date:

(a) Location-Level. Either party may terminate all Services at a Location for convenience at any time by providing at least ninety (90) days' advance written notice, which shall terminate the applicable Location Subscription Term for all Services at that Location, but only for that Location.

(b) Service-Level. Where two or more Services are selected for a Location, either party may terminate an individual Service at that Location for convenience at any time by providing at least ninety (90) days' advance written notice, provided that at least one Service remains active at that Location following such termination.

Customer-initiated termination for convenience shall be taken into account in determining the Customer’s continued eligibility for any Bundled Pricing, including satisfaction of any Bundled Pricing Threshold, and where such Bundled Pricing is no longer applicable, the Subscription Fees shall revert to Standalone Pricing in accordance with section 14.4 (Bundled Pricing) and this Agreement.

16.    Effects of Expiration or Termination

16.1 Cessation of Services at a Location. Upon expiration or termination of a Location Subscription Term, or termination of an individual Service at a Location, the applicable Service(s) at such Location shall cease in accordance with the Terms of Service. BrainBox AI may deactivate integrations, connectivity, control pathways, dashboards, APIs, and related configurations associated with such Service(s) and Location, and may delete Customer Data specific to such Service(s) and Location in accordance with the Terms of Service.

16.2 Scope of Termination for Convenience. Termination of a Location Subscription Term under section 15.5(a) applies only to the affected Location and all Services for that Location, and does not terminate this Agreement. Termination for convenience of an individual Service under section 15.5(b) applies only to such Service and does not terminate the Location Subscription Term for any remaining Services at that Location or otherwise affect this Agreement.

16.3 Outstanding Fees. Upon expiration or termination of a Location Subscription Term, or termination of an individual Service at a Location, all Fees incurred or accrued with respect to the applicable Service(s) and Location(s) through the effective date of expiration or termination shall become immediately due and payable, without set-off, deduction, or withholding. Except where BrainBox AI terminates Services for convenience, no refund, credit, or rebate shall apply. In such case, the Customer's sole remedy shall be the reimbursement of the pro rata portion of any prepaid Subscription Fees attributable to the terminated Services for the period following the effective date of termination.

16.4 Equipment. Upon expiration or termination of a Location Subscription Term or this Agreement, as applicable, if Loaned Equipment is installed at the affected Location, the Customer shall, at its own cost and expense, return such Loaned Equipment to BrainBox AI or provide BrainBox AI with reasonable access to remove it within the timeframe specified by BrainBox AI, and failure to do so may result in charges in accordance with the Equipment Terms, Statement of Limited Warranty and RMA Procedures Addendum (available at https://brainboxai.com/en/equipment-terms-statement-of-limited-warranty-and-rma-procedures-addendum), which is incorporated into and forms part of this Agreement and shall govern in the event of any conflict with this section 16.4. Any Equipment sold to the Customer shall remain the Customer’s property upon transfer of title and shall not be removed by BrainBox AI upon expiration or termination of the applicable Location Subscription Term or of this Agreement.

17. Documentation. The Services are designed to operate in accordance with BrainBox AI’s applicable Documentation. Variations from the documented configurations, prerequisites, or usage parameters may affect Service availability or performance.

Part III – SERVICE MODULES

SECTION A - AI CONTROL SERVICES

(applies only if selected on the Cover Page)

If the Customer selects AI Control Services on the Cover Page, the provisions in this section A apply to and supplement the Terms of Service. In the event of a conflict between this section A (AI Control Services) and the Terms of Service with respect to the AI Control Services, this section A shall prevail.

 18.   AI Control Services

18.1 Description of AI Control Services. BrainBox AI provides a cloud-based, software subscription service that applies artificial intelligence and algorithmic optimization to provide an autonomous control layer, in accordance with its operating parameters and the applicable Documentation, over the portion of each Location to which AI Control Services apply (“AI Control” or “AI Control Services”). AI Control Services are provided for the Locations identified in Schedule A or added in accordance with section 9 (Locations).

AI Control Services do not replace building safety systems, life-safety mechanisms, or regulatory compliance controls and remain subject to Customer oversight and system-level constraints.

18.2 AI Control Service Locations. AI Control Services shall be provided at Locations listed in Schedule A when AI Control Services are selected on the Cover Page. Selecting a Location for any other Service does not entitle that Location to receive AI Control Services unless AI Control Services are also selected on the Cover Page, or otherwise authorized in accordance with Section 9 (Locations). Where multiple Services are selected for the same Location as of that Location’s initial Activation, all such Services share the same Activation Date for that Location in accordance with Section 4.1 (Activation of Services).

19.    Service Enablement and Delivery Process for AI Control Services

BrainBox AI shall deliver AI Control Services for each Location in the staged process set out in this section 19 (Service Enablement and Delivery Process for AI Control Services). Each stage must be completed before the subsequent stage may commence.

19.1 Step 1 - Information Gathering

19.1.1 Required Information. The Customer must provide the following information for each Location:

        (a) Utility invoices and other HVAC-related billing information for the previous 24 months;

        (b) Available mechanical and electrical asset registers;

        (c) Available store and mechanical as-built drawings;

        (d) An outbound internet connection suitable for secure data transmission to the BrainBox AI cloud;

        (e) Contact information for the individual(s) responsible for each Location;

        (f) One or more IP addresses associated with the Location’s BMS and HVAC systems (if applicable);

        (g) Secure remote access to the Location’s Building Systems;

        (h) A control-points list in CSV or Excel format if available;

        (i) Confirmation that any required Customer enabling work has been completed (e.g., procurement of

          virtual/physical servers, software updates, BMS or IT re-configuration, installation of submetering

          hardware); and

         (j) Reasonably requested technical details for HVAC, BMS, or other Building Systems equipment, including

          manufacturer, model, and serial number information, where required for Activation and continued delivery

          of the Services.

All such information, and any other documentation supplied to BrainBox AI by or on behalf of the Customer, including the Customer’s service providers, vendors, contractors, or utility providers, may be used by BrainBox AI solely as necessary to configure, integrate, and deliver the Services, on the same license basis applicable to Third-Party Equipment Documentation under the Terms of Service.

19.1.2 Assistance with Information Gathering. BrainBox AI may assist the Customer in gathering the information under section 19.1.1 to facilitate timely progress through Step 1. If a Location visit is required to gather or validate such information, BrainBox AI shall notify the Customer in advance and shall not proceed without written approval from the Customer's Authorized Business Contact, which may be provided by email. Such visit will be billed at BrainBox AI’s then-current standard time and materials rate, plus reasonable travel and out-of-pocket expenses. All Fees shall be invoiced and paid in the currency specified on the Cover Page.

19.2 Step 2 – Onboarding Period. Following completion of Step 1, and once a Location is in a state of readiness, Onboarding activities begin.

19.3 AI Control Command Dependencies. In addition to the general technical and connectivity requirements set out in this Agreement, the continued operation of the AI Control Services depends on the availability of the control pathways, command permissions, control points, and related system configurations required for BrainBox AI to issue and execute AI Control commands at the applicable Location. The Customer shall not disable, materially alter, or restrict such control pathways, command permissions, control points, network access, or system configurations, except as expressly permitted under Section 20 (Extreme Conditions and Control Reversion) or otherwise agreed by the parties.

20. Extreme Conditions and Control Reversion

20.1 Temporary Suspension of AI Control Commands. The AI Control Services include automated safeguards designed to protect building systems, equipment, and occupants. In anticipation of, or during, periods of extreme weather, grid instability, emergency operating conditions, or similar external circumstances, either BrainBox AI or the Customer may temporarily suspend, in whole or in part, the issuance of AI Control commands and revert operational control to the applicable Location’s BMS.

20.2 Suspension Initiated by BrainBox AI. If BrainBox AI initiates a suspension of AI Control commands under this section 20 (Extreme Conditions and Control Reversion), only BrainBox AI may restore such commands, subject to operating conditions returning within applicable parameters.

20.3 Suspension Initiated by Customer (AI Release). If the Customer initiates a suspension of AI Control commands using standard BMS controls or other non-emergency operational controls, excluding a Customer Control Override (defined below), the Customer may restore AI Control commands. BrainBox AI may also restore AI Control commands at the Customer’s request or with the Customer’s authorization.

20.4 Customer Control Override. The Customer may maintain a physical or logical control mechanism within its BMS environment (the “Customer Control Override”) that, when engaged, prevents AI control commands from being executed at the applicable Location. If the Customer engages the Customer Control Override, only the Customer may disengage it and restore the ability for AI control commands to be issued, and BrainBox AI shall have no technical ability to override the Customer Control Override.

20.5 Intended Operations; No Service Failure. Any suspension or restoration of AI Control commands in accordance with this section 20 constitutes intended operation of the AI Control Services and does not constitute a failure of the AI Control Services, nor a breach of this Agreement.

SECTION B – ARIA SERVICES

(applies only if selected on the Cover Page)

If the Customer selects ARIA Services on the Cover Page, this section B applies solely to the ARIA Services and supplements the AI Enabled Services Addendum. ARIA Services constitute an “AI Enabled Service” as defined in the AI Enabled Services Addendum. In the event of a conflict between this section B and the AI Enabled Services Addendum with respect to ARIA Services, the AI Enabled Services Addendum prevails.

21.    ARIA Services

21.1 Description of ARIA Services. BrainBox AI provides a generative AI-powered virtual building assistant designed to support conversational interaction, insights, data retrieval, and workflow assistance in connection with the Customer’s Building Systems and related operational data (“ARIA Services”). ARIA Services are delivered through a web-based interface and/or supported mobile applications (iOS and Android), where available.

21.2 Connectivity Dependencies for ARIA Services. In addition to the general technical and connectivity requirements set out in this Agreement, to enable BrainBox AI to provide the ARIA Services, the Customer will:

(a) provide and maintain appropriate access credentials, permissions, API keys, service accounts, or platform permissions required for ARIA to retrieve or interact with relevant Customer Data or Building Systems information;

(b) ensure the continued availability and stability of systems, platforms, networks, dashboards, or data sources required for ARIA integrations;

(c) provide advance notice of material changes to data sources, dashboards, Building Systems configurations, or other components that may affect ARIA performance or connectivity;

(d) manage ARIA user access, roles, and permissions, including identifying authorized administrators; and

(e) provide reasonable cooperation for setup, testing, validation, and troubleshooting of ARIA integrations.

Any instability, unavailability, misconfiguration, withdrawal of required access, or other disruption affecting the foregoing systems, integrations, credentials, or data sources may delay, limit, suspend, or degrade delivery of the ARIA Services and may constitute a Non-Routine Event in accordance with this Agreement.

21.3 Current Capabilities. The ARIA Services currently support the following features and capabilities, which may evolve over time, and are dependent on the availability, quality, and extent of Customer Data provided by the Customer and accessible through the Customer’s Building Systems:

21.4 ARIA Services Locations

21.4.1 ARIA Services Locations. ARIA Services shall be provided at Locations listed in Schedule A when ARIA Services are selected on the Cover Page. Selecting a Location for any other Service does not entitle that Location to receive ARIA Services unless ARIA Services are also selected on the Cover Page, or otherwise authorized in accordance with Section 9 (Locations). Where multiple Services are selected for the same Location as of that Location’s initial Activation, all such Services share the same Activation Date for that Location in accordance with Section 4.1 (Activation of Services).

SECTION C- CLOUD BMS SERVICES

(applies only if selected on the Cover Page)

If the Customer selects Cloud BMS Services on the Cover Page, the provisions of this Section C apply solely to the Cloud BMS Services and supplement the Terms of Service. In the event of a conflict between this Section C and the Terms of Service with respect to the Cloud BMS Services, this section C shall prevail.

22.   Cloud BMS Services

22.1 Description of Cloud BMS Services. BrainBox AI provides a cloud-native building management system that enables centralized monitoring, visualization, configuration, analytics, and management of Building Systems across one or more Locations (“Cloud BMS Services”). The Cloud BMS Services are delivered through a web-based interface and/or mobile application and may integrate with Customer’s Building Systems, equipment, controllers, and third-party platforms, subject to the terms of this Agreement.

Cloud BMS Services are provided on a subscription basis and are distinct from AI Control Services and ARIA Services, unless expressly bundled or enabled in accordance with the Cover Page.

22.2 Scope and Functional Boundaries. The Cloud BMS Services provide a cloud-based supervisory and management layer for Building Systems and are intended to support operational visibility, management, and decision-making. The Cloud BMS Services do not replace on-site control logic, safety systems, or regulatory compliance systems, and operational decisions and system configurations continue to be made by the Customer using the Cloud BMS Services. Any control functionality operates within parameters defined by the Customer’s Building Systems and applicable permissions.

22.3 Connectivity Dependencies for Cloud BMS Services. In addition to the general technical and connectivity requirements set out in this Agreement, the Cloud BMS Services rely on certain technical, access, configuration, and connectivity conditions at each Location. The Customer shall ensure that compatible Building Systems, network infrastructure, system access credentials, permissions, integrations, APIs, and connectivity required to support the Cloud BMS Services are available and maintained in accordance with this Agreement and the applicable Documentation. The Customer shall notify BrainBox AI of material changes to Building Systems, configurations, data sources, or connected platforms that may affect operation of the Cloud BMS Services.

Any instability, unavailability, misconfiguration, withdrawal of required access, or other disruption affecting the foregoing systems, integrations, credentials, or data sources may delay, limit, suspend, or degrade delivery of the Cloud BMS Services and may constitute a Non-Routine Event in accordance with this Agreement.

22.4 Current Capabilities of Cloud BMS Services. The Cloud BMS Services currently support the following capabilities, which may evolve over time and are dependent on the availability, quality, and extent of Customer Data provided by the Customer and accessible through the Customer’s Building Systems:

22.5 Cloud BMS Service Locations. Cloud BMS Services shall be provided at Locations listed in Schedule A when Cloud BMS Services are selected on the Cover Page. Selecting a Location for any other Service does not entitle that Location to receive Cloud BMS Services unless Cloud BMS Services are also selected on the Cover Page, or otherwise authorized in accordance with section 9 (Locations). Where multiple Services are selected for the same Location as of that Location’s initial Activation, all such Services share the same Activation Date for that Location in accordance with Section 4.1 (Activation of Services).

22.6 Sites and Commercial Structure. For purposes of the Cloud BMS Services, a Site may be used to describe an individual building or system instance within a Location for operational and configuration purposes. Notwithstanding the foregoing, all commercial terms under this Agreement, including Fees and applicable Location Subscription Terms, are determined, calculated, and applied exclusively at the level of each Service for each Location. For clarity, the designation, configuration, or number of Sites shall not affect the application of Fees, pricing structures, or Location Subscription Terms under this Agreement.

SECTION D – PROFESSIONAL SERVICES

(applies only where Professional Services are provided pursuant to an SOW)

The provisions of this Section D apply solely to Professional Services and supplement the Terms of Service. In the event of a conflict between this Section D and the Terms of Service and the applicable SOW with respect to the scope, deliverables, or amounts of Professional Services Fees, the applicable SOW shall prevail.

23.   Professional Services

23.1 Description. BrainBox AI provides implementation, integration, consulting, training, and other professional services to the Customer as agreed between the parties and set out in one or more Statements of Work (SOW). Each SOW shall identify the scope of work, deliverables, timeline, fees, and any other project-specific terms applicable to the engagement.

23.2 Ordering and Authorization. Professional Services are ordered by executing an SOW expressly referencing this Agreement. No Professional Services shall be provided without an executed SOW.

23.3 Performance. BrainBox AI shall perform Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards and in accordance with the applicable SOW.

23.4 Customer Obligations. The Customer shall provide BrainBox AI with timely access to relevant systems, personnel, data, and premises as reasonably required for the performance of Professional Services, and shall provide timely approvals, decisions, and information as needed. Delays caused by the Customer's failure to satisfy its obligations under this section may affect agreed timelines and may result in additional fees.

23.5 Change Orders. Any changes to the scope, deliverables, timeline, or fees set out in an existing SOW, require a written Change Order executed by both parties. BrainBox AI is not obligated to perform work outside the agreed scope without an executed Change Order.

23.6 Fees. Fees for Professional Services are as set out in the applicable SOW and are billed in accordance with section 14 (Financial Terms).

23.7 Deliverables and Intellectual Property. Unless otherwise expressly agreed in the applicable SOW, all deliverables, work product, and materials developed by BrainBox AI in connection with Professional Services shall remain the intellectual property of BrainBox AI, and BrainBox AI grants the Customer a non-exclusive, royalty-free, non-transferable (except to Affiliates), non-sublicensable licence to use such deliverables solely for the Customer's internal business purposes in connection with the Services. Such licence shall survive expiration or termination of this Agreement with respect to any deliverables for which the applicable Professional Services Fees have been paid in full prior to the effective date of such expiration or termination. For the avoidance of doubt, any Customer Data, Customer-provided materials, or pre-existing Customer intellectual property incorporated into or used in connection with any deliverable shall remain the exclusive property of the Customer, and BrainBox AI shall have no right to use such materials except as strictly necessary to perform the applicable Professional Services.

23.8 Third-Party Components. Where Professional Services involve the installation, configuration, or integration of third-party software, hardware, or services, such components are subject to the applicable third-party terms and are not warranted by BrainBox AI beyond any warranties provided by the relevant third-party supplier.

PART IV – GENERAL TERMS

(Applies to all Services)

The provisions in this Part IV apply to all Services under this Agreement.

24. Insurance. BrainBox AI agrees to maintain the following insurance during the Term with limits not less than shown below and will, upon request from Customer, provide a Certificate evidencing the following coverage:

(a) Commercial General Liability: $2,000,000 per occurrence

(b) Automobile Liability: $2,000,000 CSL

(c) Workers Compensation: Statutory Limits

If Customer has requested to be named as an additional insured under BrainBox AI’s insurance policy, BrainBox AI will do so but only subject to BrainBox AI’s manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does BrainBox AI or its insurer waive rights of subrogation.

25. Information Security. BrainBox AI shall implement and maintain an information security program designed to protect the confidentiality, integrity, and availability of Customer Data and systems accessed in connection with the Services. Such program shall include administrative, technical, and physical safeguards appropriate to the nature of the Services and consistent with generally accepted industry standards for cloud-based and AI-enabled services.

The specific security measures applicable to the Services are described in the Security Addendum (found at https://brainboxai.com/en/security-addendum), which is incorporated into and forms part of this Agreement and shall prevail in the event of any conflict with this section 25 with respect to information security and data protection matters.

26. Project Plans. The parties may prepare written deployment or project plans (“Project Plans”) for specific Services. Such plans are operational documents only and are subject to this Agreement. Project Plans do not create new Services, expand the scope of Services, or modify Fees or other commercial terms unless expressly set out in a SOW or an amendment to this Agreement. In the event of any conflict, this Agreement shall prevail.

27. Amendments and Waivers. Except as expressly permitted under this Agreement, any amendment, modification, waiver, or addition to this Agreement shall be effective only if made in writing and signed by duly authorized representatives of both parties. A failure by either party to enforce any provision shall not constitute a waiver of that provision or of any other provision. The amendment mechanism set out in the BrainBox AI Terms of Service shall apply equally to the AI Enabled Services Addendum.

28. Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed, or conditioned. The Customer may also assign this Agreement in the circumstances set out in section 19.8 of the Terms of Service. Notwithstanding the foregoing, (a) either party may assign this Agreement without consent to an Affiliate; and (b) BrainBox AI may assign this Agreement without consent to a successor in connection with a merger, consolidation, or sale of all or substantially all of its assets or business. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

29. Applicable Governing Law and Venue. This Agreement is governed by the laws specified below, without regard to conflict of laws principles, based on the BrainBox AI contracting entity identified on the Cover Page. Each party irrevocably submits to the exclusive jurisdiction of the courts specified below with respect to any dispute arising out of or relating to this Agreement.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30. Order of Precedence. Unless explicitly indicated otherwise in a Service-specific module of this Agreement, in the event of any inconsistency among the documents forming part of this Agreement, the following order of precedence shall apply:(1) the Cover Page; (2) Parts II, III and IV of this Agreement; (3) The Terms of Service; (4) all other Schedules and Addenda; (5) any SOW or Change Order; (6) any Project Plan; and (7) any end user terms of use. Notwithstanding the foregoing, nothing in a Service-specific section will modify or override the provisions relating to intellectual property ownership, confidentiality, indemnification, or limitation of liability unless such modification is expressly stated.

Any terms contained in a purchase order or similar document issued by the Customer that conflict with this Agreement are expressly rejected and shall have no force or effect.

31. Notices. All notices under this Agreement shall be in writing and deemed given upon receipt. Notices may be delivered by email. Notices to BrainBox AI shall be sent to brainbox.legal.notice@tranetechnologies.com. Notices to the Customer shall be sent to the notice email address specified on the Cover Page, unless updated in writing in accordance with this section.

32. Counterparts; Electronic Execution. This Agreement may be executed in counterparts using an electronic signature platform ( e.g. DocuSign), each of which shall be deemed an original and all of which together constitute one agreement.

33. Language. The parties have required that this Agreement and all related documents, including notices and other communications be drawn up in the English language. Les parties aux présentes ont exigé que la présente convention et tous les documents qui s’y rattachent soient rédigés en langue anglaise.

34. Survival. The provisions of this Agreement which by their nature are intended to survive termination or expiration, including without limitation those relating to payment obligations, Third-Party Equipment Documentation, confidentiality, intellectual property rights, limitations of liability, indemnification, governing law, dispute resolution, and post-termination obligations, shall survive termination or expiration of the Agreement or any Location Subscription Term.