SCELTA TERMS OF SERVICE

In these Terms:

• "Client Content" has the meaning given in Section 4.
• "Project Setup Data" has the meaning given in Section 4.
• "System Patterns" has the meaning given in Section 4.
• "Services" means all Scelta products and services listed in Section 1 and any related support we provide.
• "Agreement" means these Terms together with any service-specific agreement, proposal, or order form you sign or agree to with us.
• "Users" means any individual who accesses or uses the Services (including employees, subcontractors, consultants, or other personnel).

Other terms may be defined where they first appear.

3.1 Business Use Only

The Services are intended for use by businesses, not consumers. By using the Services, you confirm that you are using them for business purposes and that you have the authority to agree to these Terms on behalf of the Client.

3.2 Account Registration

Some Services require an account. You agree to provide accurate information, keep it up to date, and ensure that only authorized Users have access to your account.

3.3 Responsibility for Users

You are responsible for all activity that occurs under your accounts, including activity by your employees, subcontractors, and anyone else you authorize to use the Services.

3.4 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law.
• Attempt to access or interfere with systems or data that do not belong to you.
• Disassemble, decompile, or reverse engineer the Services, except to the limited extent allowed by law.
• Resell, distribute, or provide access to the Services to third parties without our written consent.

We may suspend or restrict access if we reasonably believe there is a security risk, misuse, or breach of these Terms.

Your secrets are safe with us. We appreciate that, in the age of AI, your proprietary data, processes, and workflows, your trade secrets may become the most valuable assets you own. At Scelta, our goal is to maximize the value of your data, for you.

We take customer data protection seriously. We are currently pursuing a SOC 2 certification, one of the most rigorous standards for customer data security.

No matter which Scelta services you use, we apply the same simple rules to how we handle your information.

a. Client Content

"Client Content" means all information and materials you (or anyone acting on your behalf) provide to Scelta in connection with the Services, including documents, drawings, specifications, photos, project data, and your business processes, workflows, and operational know-how (whether provided as documents or described to us so they can be reflected in how the Services are used for you). For clarity, "Client Content" does not include Scelta's platform, models, agents, automations, software, templates, reusable components, or Implementation Materials (as described in Section 6.4), or other Scelta IP, even if those items are configured or applied to support your use of the Services.

You own all Client Content. Scelta will use Client Content only to provide, maintain, support, and improve the Services for you and to meet legal or compliance obligations. We do not treat Client Content as our asset, we do not sell or resell it, and we do not use your Client Content—including your trade secrets, processes, or workflows—to build or provide services for any other client. Any learnings we carry forward are limited to de-identified, non-client-specific general patterns and improvements to the Services that do not reveal or reuse Client Content.

When a contract ends, upon written request made within 30 days of termination, we will return Client Content in a machine-readable format. We will delete all Client Content within 30 days following termination (or following data return, if requested).

b. Project Setup Data

"Project Setup Data" means the project- or client-specific internal structures we generate from your Client Content to operate a Service for you (for example, links, indexes, project configuration state, and views). For clarity, "Project Setup Data" does not include Scelta's platform, models, agents, automations, software, templates, reusable components, or Implementation Materials (as described in Section 6.4), or other Scelta IP, even if those items are configured or applied to support your use of the Services.

We use Project Setup Data only to run the services for you while your project or engagement is active. When a project or our relationship ends, we delete Project Setup Data within a reasonable period as part of our normal shutdown process. It is not reused for other clients.

c. System Patterns

"System Patterns" means the general rules and patterns we learn about how information is typically organized and how questions are typically answered across all clients and projects. System Patterns do not contain project data or client-identifiable information and cannot be used to reconstruct any specific project, workflow or business.

System Patterns are owned by Scelta and are used only to improve how our products search, rank, and display information over time.

These three rules apply to all current and future Scelta services set out in Section 1.

5.1 You Are Responsible for What You Upload

You are responsible for ensuring you have all rights, licences, and permissions needed to upload, share, or otherwise provide access to any content through the Services. This includes drawings, specifications, standards, codes, manuals, photos, notes, and all other materials.

5.2 Permission to Use Content to Provide Services

By providing any content to Scelta or connecting it to the Services, you confirm that our use of that content to provide Services to you does not infringe anyone else's rights, including copyright. This is your data, your information; we expect you to exercise the same level of responsibility to protect others' proprietary data that we do.

5.3 Third-Party Claims

If a third party (for example, an architect, publisher, or standards body) makes a claim against Scelta because of content you provided or authorized, you agree to defend, indemnify, and hold Scelta harmless from that claim, including reasonable legal fees and costs, as described in Section 15 (Indemnification).

5.4 Accuracy, Completeness, and Version Control

You are solely responsible for ensuring that any content you upload, connect, or otherwise make available through the Services is complete, accurate, and current, including ensuring that the correct governing versions of project documents are provided (including addenda, revisions, supplemental instructions, change orders, and any documents that supersede earlier versions). Scelta is not responsible for errors, omissions, or outcomes resulting from missing, incorrect, misfiled, or superseded content.

6.1 Ownership of Client Content

As between you and Scelta, you own all rights in Client Content. Nothing in these Terms transfers ownership of Client Content to Scelta.

6.2 Licence to Scelta

You grant Scelta a non-exclusive, worldwide, royalty-free licence to use Client Content only to:

• Provide, maintain, and support the Services to you;
• Create and maintain Project Setup Data for your projects and business; and
• Derive System Patterns in accordance with Section 4.

6.3 Scelta Intellectual Property

All rights in and to the Services, System Patterns, our software, tools, designs, methods, and documentation (collectively, "Scelta IP") are owned by Scelta. Except for the limited rights expressly granted in these Terms and in any service-specific agreement, no rights are transferred to you.

6.4 Ownership of Customizations

Systems-wide Platforms: Clients do not retain Scelta to write custom software or AI for the client's exclusive ownership. Scelta is in the business of providing a systems-wide platform to solve industry challenges. To do this effectively, for all of its clients, Scelta must build and retain ownership of a unified proprietary database of software, AI, and workflows.

Scelta Implementation Materials. Scelta retains all right, title, and interest in any software, scripts, templates, configurations-as-code, integration components, automations, workflows, agents, playbooks, documentation, and other materials that Scelta creates, develops, adapts, or uses in the course of providing the Services (collectively, "Implementation Materials"), whether or not created to address Client requirements. Implementation Materials are part of Scelta IP.

Client Content and Project Setup Data. Client retains ownership of Client Content. Project Setup Data is created from Client Content to operate the Services for Client and is handled at termination as described in Section 4. For clarity, Project Setup Data may reference or incorporate Implementation Materials, but no ownership in Implementation Materials transfers to Client.

Licence and cessation. Client may use Implementation Materials only as enabled through the Services during the term of the applicable subscription/engagement. Upon termination or expiry, Client must cease use of the Implementation Materials and, where any Implementation Materials have been deployed into Client-controlled systems, Client must disable and delete them within a reasonable time.

No assignment. Except for the limited licence above, no rights are granted by implication, estoppel, or otherwise.

6.5 Licence to You

Subject to these Terms and to your payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable licence, for the term of your Agreement, to access and use the Services solely for your internal business purposes. Non-payment of fees or any type of compensation owed to Scelta gives Scelta the right to immediately terminate the licence to you; any reasonable payment extensions, do not grant any additional rights.

6.6 No Copying or Competing Services

You may not copy, reproduce, or re-create Scelta IP or use the Services to build a competing product or service.

7.1 Confidential Information

Each party may receive confidential information from the other in connection with the Services, including business information, financial data, internal processes, and other non-public information ("Confidential Information").

7.2 Obligations

Each party agrees to:

• Use the other party's Confidential Information only to perform its obligations under the Agreement;
• Protect it with at least the same care it uses for its own confidential information (and no less than reasonable care); and
• Not disclose it to any third party except to employees, contractors, or professional advisors who need to know it and are bound by similar confidentiality obligations.

7.3 Exceptions

Confidential Information does not include information that:

• Is or becomes public through no fault of the receiving party;
• Was already known to the receiving party without confidentiality obligations;
• Was independently developed by the receiving party without use of the disclosing party's Confidential Information; or
• Is received from a third party who had the right to disclose it.

7.4 Legal Disclosure

A party may disclose Confidential Information if required by law, regulation, or court order, provided it (where legally permitted) gives the other party prompt notice and cooperates reasonably with any effort to limit or challenge the disclosure.

7.5 Privacy Policy

Scelta handles personal information in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

The following additional terms apply to specific Services, in addition to the rest of these Terms.

8.1 COS (Contractor Operating System)

COS is designed to help you run a more disciplined, predictable business through regular review, clear priorities, and simple routines. COS does not make decisions for you; you remain responsible for all hiring, firing, pricing, safety, legal compliance, and business decisions.

8.2 NALDO (Not Another Luxury Development Offering)

NALDO is designed to help developers at the go-to-market stage. Scelta had developed a comprehensive suite of practical systems, along with sophisticated preconstruction visualizations, to determine whether developments are likely to succeed and to help sell them.

8.3 SiteKick

SiteKick is a retrieval tool. Its role is to help Users find relevant pages, views, and clauses in your documents quickly. SiteKick uses artificial intelligence to assist with search and retrieval.

Version responsibility and reliance. SiteKick does not determine which documents or versions govern your project. You are responsible for uploading and maintaining the correct governing document set (including revisions and change orders) and for confirming that the source document being viewed is the current governing version before relying on it for any construction, safety, compliance, or contractual decision.

SiteKick may summarize or highlight information from your documents, but it does not interpret codes or standards, provide engineering, legal, or safety advice, or replace professional judgment. AI-generated summaries, highlights, and suggestions may contain errors or omissions. Users must always verify information against the original documents and escalate questions to their supervisors or appropriate professionals where needed.

8.4 360s

360s are visual tours for information and communication purposes only. They are not a substitute for on-site inspection, due diligence, or professional advice. You are responsible for ensuring that any information shown in a tour is accurate and up to date.

8.5 Branding

Branding services are based on the information and direction you provide. You are responsible for reviewing and approving all materials before using them publicly, and for ensuring that your branding does not infringe any third-party rights.

8.6 RealTime

RealTime helps you organize and communicate job information, but it does not manage your employees or subcontractors, enforce safety rules, or guarantee that work is performed correctly. You remain responsible for supervision, safety, and compliance on all projects.

8.7 Portals

Portals are a way for you to share selected information with your own clients and stakeholders. You are responsible for choosing what to share, who gets access, and for ensuring that shared information is appropriate and accurate.

9.1 Fees Set Out in Separate Agreements

Fees, billing frequency, and any minimum terms are described in the specific service Agreement, proposal, order form, or other written agreement you sign with Scelta for each Service.

9.2 Taxes

Unless stated otherwise, fees are exclusive of applicable taxes (such as HST, GST, PST, VAT, or similar). You are responsible for paying all applicable taxes, other than taxes based on Scelta's income.

9.3 Late Payment

If any undisputed amount is not paid when due, we may:

• Charge interest on the overdue amount at the rate specified in your service-specific agreement, or if not specified, at 1.5% per month (18% per year) or the maximum rate allowed by law, whichever is lower; and
• Suspend or limit access to the Services until payment is received.

We will provide notice before suspending access for non-payment.

10.1 Changes to Services

We may improve, modify, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of a paid Service during your current term without providing reasonable notice.

10.2 Availability

We aim to keep the Services available on a consistent basis but do not guarantee uninterrupted or error-free operation. The Services may be unavailable from time to time for maintenance, upgrades, or other reasons.

10.3 Support

We provide support in the form and to the extent described in your service-specific agreement or in our then-current support materials. We may change support channels and response targets over time, provided we do so reasonably.

Except as expressly stated in a separate written agreement:

• Scelta does not provide legal, engineering, architectural, accounting, or safety advice through the Services.
• All decisions about how to interpret and apply information retrieved or displayed by the Services must be made by you and your qualified professionals.
• You remain solely responsible for complying with all laws, regulations, codes, and standards that apply to your business and projects.

12.1 Term

These Terms apply from the earliest of: (a) the date you first accept them; (b) the date you first use any Service; or (c) the effective date of your first service-specific agreement with us, and continue until all your service-specific agreements have ended.

12.2 Service-Specific Terms

The term and renewal mechanics for each Service (for example, a 12-month COS term) are described in your service-specific agreements and operate together with these Terms.

12.3 Suspension

We may suspend or restrict access to the Services, in whole or in part, if:

• You fail to pay undisputed fees when due;
• We reasonably believe there is a security or fraud risk;
• We reasonably believe the Services are being misused or used unlawfully; or
• It is necessary to comply with law or the order of a court or government authority.

We will provide notice of suspension where practical and will restore access promptly once the issue is resolved.

12.4 Termination by You

You may terminate a Service at the end of its current term by giving notice as required in your service-specific agreement. Early termination rights, if any, are described in that agreement.

12.5 Termination by Scelta

We may terminate the Agreement or any Service:

• At the end of the then-current term, by giving notice as required in your service-specific agreement; or
• On written notice if you materially breach the Agreement and do not cure the breach within a reasonable cure period, where a cure is possible.

12.6 Effect of Termination

Upon termination or expiry of a Service:

• Your right to access and use that Service ends;
• You remain responsible for paying any fees accrued up to the termination date; and
• Handling and deletion of Client Content and Project Setup Data will follow the rules set out in Section 4 (How We Use Your Data).

Sections that, by their nature, should survive termination (including confidentiality, IP ownership, limitation of liability, indemnification, and dispute resolution) will continue to apply.

13.1 Limited Warranty for Paid Services

For paid Services, we warrant that we will provide the Services using reasonable skill and care and that the Services will substantially conform to any material written descriptions we provide, when used as directed.

13.2 Disclaimer

Except for the express warranty in Section 13.1 and any warranties expressly stated in a service-specific agreement, the Services are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or suitable for any particular project, contract, or outcome.

14.1 By Client

You agree to indemnify, defend, and hold harmless Scelta, its directors, officers, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Services in violation of these Terms or applicable law;
• Any content you provide or authorize us to access, including claims that such content infringes or misuses a third party's rights; or
• Your projects, worksites, employment practices, or business operations.

14.2 By Scelta

Scelta will indemnify, defend, and hold harmless the Client from and against any third-party claim that the Services, as provided by Scelta and used in accordance with the Agreement, infringe a third party's intellectual property rights, provided that: (a) Client promptly notifies Scelta in writing of such claim; (b) Scelta has sole control of the defence and any settlement; and (c) Client provides reasonable cooperation at Scelta's expense.

This indemnity does not apply to claims arising from: (i) Client Content; (ii) modifications to the Services not made by Scelta; (iii) use of the Services in combination with third-party products or services; or (iv) use of the Services in violation of these Terms.

If a claim is made or reasonably anticipated, Scelta may, at its option: (a) obtain the right for Client to continue using the Services; (b) modify or replace the infringing component; or (c) terminate the affected Service and refund any prepaid fees for the terminated portion.

15.1 Cap on Liability

To the fullest extent permitted by law, Scelta's total aggregate liability arising out of or relating to the Agreement or the Services will not exceed the total fees paid by you to Scelta for the affected Service in the twelve (12) months immediately preceding the event giving rise to the claim.

15.2 Exclusion of Certain Damages

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, consequential, incidental, special, punitive, or exemplary damages (including loss of profits, loss of revenue, loss of goodwill, or loss of opportunity), even if advised of the possibility of such damages in advance.

15.3 Exceptions

The limitations in this Section 15 do not apply to:

• Your payment obligations;
• Your indemnity obligations; or
• Liability that cannot be limited or excluded under applicable law.

16.1 Governing Law

The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

16.2 Good-Faith Resolution

If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between senior decision-makers.

16.3 Arbitration / Courts

If the dispute cannot be resolved within a reasonable time through good-faith discussions, it will be resolved by binding arbitration seated in Ontario, Canada, or by the courts of Ontario, as specified in your service-specific agreement. If no method is specified, either party may bring the dispute before the courts of Ontario, which will have exclusive jurisdiction.

We may update these Terms from time to time. When we do so, we will post the updated version and change the "Effective as of" date at the top.

If we make a change that materially affects your rights or obligations, we will take reasonable steps to notify you (for example, by email or through the Services). Your continued use of the Services after the updated Terms take effect constitutes your acceptance of the changes.

If you do not agree to the updated Terms, you must stop using the Services and, if applicable, may exercise any termination rights in your service-specific agreements.

18.1 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, government actions, power or internet failures, or pandemics. This does not excuse payment obligations.

18.2 Assignment

You may not assign or transfer the Agreement or any rights under it without our prior written consent. We may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

18.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

18.4 Waiver

A party's failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision in the future.

18.5 Notices

Notices under the Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by email to us; or (c) three business days after being sent by registered mail. Either party may update its notice address by written notice to the other.

18.6 Entire Agreement

These Terms, together with any service-specific agreements, order forms, and our Privacy Policy, constitute the entire agreement between you and Scelta regarding the Services and supersede all prior discussions, negotiations, and agreements.