These Terms and Conditions of Use (“Terms”) govern your access to and use of this application provided by Cambio Earth Systems Inc. (“Cambio Earth”, “we”, “us”, or “our”). These Terms apply to all users, including free and trial users. If you or the legal entity on whose behalf you are acting has a currently effective written agreement with Cambio Earth or Cambio Earth’s Affiliate specifically governing use of this application (“Subscription Agreement”), then that agreement governs your use of this application to the extent of any inconsistency with these Terms. Words defined in these Terms have the meanings set forth herein.

Cambio Earth reserves the right to revise these Terms from time to time by posting an updated version. We will notify you of material changes via email or through the Product. You agree to any such revisions by continuing to use this application or any Product after Cambio Earth revises these Terms.

The following words have the following meanings when capitalized in these Terms:

“Affiliate” means any Person that controls, is controlled by, or is under common control with, another Person. In this definition, “control” means (a) direct or indirect ownership of more than fifty percent (50%) of the voting rights in a company or other entity, or (b) the direct or indirect power or authority to direct or manage a Person’s business or affairs through ownership of voting securities, contract, voting trust, or any other means.

“BGC Group” means Cambio Earth, its Affiliates (including BGC Engineering Inc., BGC Technologies Inc. (both of which are British Columbia corporations), and their respective Affiliates), and its and their respective employees, representatives, directors, and officers.

“Cambio Earth” means Cambio Earth Systems Inc., a British Columbia, Canada corporation.

“Confidential Information” means any trade secrets or other confidential information of either Party, including non- public information concerning a Party’s business, operations, technologies, IP Rights, assets, strategy, systems, data, formulas, price lists, proposals, or financial information. Confidential Information may be in any form, including oral, written, or electronic form. The following information is not Confidential Information: (a) information which is or later becomes publicly available through no fault of the receiving Party or any other Person; (b) information rightfully received from a Third Party not in breach of any confidentiality duty; (c) information a Party independently developed without access to the other Party’s Confidential Information; or (d) information the receiving Party can prove it previously knew on a non-confidential basis at the time of disclosure.

“Customer” means, in the case of an individual accepting these Terms on his or her own behalf, such individual. In the case of an individual accepting these Terms on behalf of a company or other legal entity, “Customer” means the company or other legal entity for which such individual is accepting these Terms.

“Customer Data” means information that: (a) is owned by Customer; (b) pertains to Customer’s operations, land, infrastructure, or other property; and (c) is entered into a Product.

“Customer User Group” means collectively the Customer (including you), its Affiliates and each Person who accesses or uses the Product for or with permission of the Customer or its Affiliates, other than any of the BGC Group.

“IP Rights” means:

(a) any proprietary rights provided under (i) patent law, (ii) copyright law, (iii) design patent or industrial design law, (iv) semi-conductor chip or mask work law, or (v) any other statutory provision or common law principle (including trade secret law) which may provide a right in either (A) ideas, formulae, algorithms, concepts, inventions, software, or know-how generally; or (B) the expression or use of ideas, formulae, algorithms, concepts, inventions, software, or know-how; and

(b) any applications, registrations, licenses, sub-licenses, or other evidence of a right in any of the foregoing.

“Loss” means any loss, damage, injury, judgment, damages award, expense, penalty, fine, cost, claim, demand, lawsuit, cause of action, proceeding, or other liability.

“Modifications” has the meaning specified in Section 7.

“Party” means Cambio Earth or Customer, as applicable. “Parties” means both Cambio Earth and Customer.

“Person,” as applicable, means a natural person or an entity, such as a partnership, corporation, limited liability company, joint venture, trust, government entity, or other form of entity.

“Product” means a software application that Cambio Earth owns or has the right to grant access to (e.g., the CambioTM software platform), and which you access under these Terms.

“Report” means any report, alert, notice, or other output obtained from or provided by a Product.

“Site Condition” means a physical condition of a specific location. Examples of Site Conditions include geohazards, hydrotechnical hazards, landslides, ground movements, rates or accelerations of ground movement, ground elevations, water elevations, water flow rates, weather events, or other physical conditions.

“Subscription Agreement” means a currently effective written agreement with Cambio Earth or Cambio Earth’s Affiliate specifically governing Customer’s use of the Products.

“Subscription” has the meaning specified in Section 1.

“Third Party” means any Person other than you, Customer or a BGC Group member. “Third Party Liability Cap” has the meaning specified in Section 21(b).

“Third-Party Product” means any product, material, website, program, or information owned by a Third Party and provided with or accessible through a Product.

Language herein referring to Product use or Product access is used interchangeably to refer to any use of, access to, or reliance upon Products, Reports, or other Product content. The words “herein,” “hereto,” and “hereunder” refer to these Terms as a whole and not to a particular Section or portion thereof. When used herein, the words “including,” “include,” or “includes” are deemed to be followed by the phrase “without limitation.” In these Terms: (a) the singular includes the plural, and vice versa, unless the context requires otherwise; (b) words importing any gender include the masculine, feminine, and neuter gender, and vice versa; and (c) headings are used for convenience only. Grammatical variations of defined terms have similar meanings (e.g., “Losses” means any one or more forms of Loss).

1. Grant of Rights. In exchange for your acceptance of and compliance with these Terms, Cambio Earth grants you a non-exclusive, non-sublicensable, non-transferrable, limited, revocable, terminable right to access the functionality of the Products Cambio Earth permits you to access, solely for Customer’s internal business purposes (the “Subscription”). The Subscription is not a sale, transfer, conveyance, or assignment of any Product or any interest therein. The Subscription is not a perpetual right or perpetual license to use the Products.

(a) These Terms govern the Subscription, and all access to the Products by or for Customer.

(b) Trial Use. These Terms also govern any trial use period of the Products Cambio Earth may grant Customer free of charge. Access to the Products during any free trial period is provided on an “AS-IS” basis. No member of BGC Group shall have any liability whatsoever for Losses arising from any use of the Products during a free trial. Any Customer Data entered into Products during a free trial period may be permanently lost at the end of the free trial unless Customer purchases a subscription before the free trial period ends.

3. Account. You must keep your account details up to date with Cambio Earth. You must keep your devices and account secure. You are responsible for all activity that takes place on your account. You must maintain the confidentiality of Your username and password for logging in to any Product.

4. Permitted Uses. The Products may be used to monitor, process, analyze, transfer, store, or manage information related to certain kinds of Site Conditions. Cambio Earth may approve other Product uses from time to time, in Cambio Earth’s sole discretion.

5. Access Limitations. A Product or its features may be subject to certain access limitations, which Cambio Earth may establish or revise from time to time in Cambio Earth’s sole discretion.

6. Intellectual Property. Subject to the following sentence, Cambio Earth owns and retains all rights, title, and interest (including IP Rights) in and to each Product, all Modifications, and all Product content. Customer retains sole ownership of its Customer Data, and the relevant Third Parties retain ownership of their respective Third-Party Products. All information related to how a Product functions or is constituted is Cambio Earth’s trade secret.

7. Modifications. If you (alone or jointly with any member of BGC Group) create or conceive of any improvements or modifications to a Product (“Modifications”), then all rights, title, and interest (including IP Rights) in and to such Modifications shall belong solely to Cambio Earth. Modifications include: (a) products, software, programs, or derivative works based in any way on a Product; and (b) any changes to a Product or its functionality, features, forms, software, programs, or algorithms. Without further consideration, you covenant and agree to do all things and to execute any documents necessary to (i) vest all rights, title, and interest in and to all Modifications in Cambio Earth, and (ii) register or otherwise perfect IP Rights for any Modifications.

8. Reservation of Rights. Cambio Earth reserves all rights not specifically granted under these Terms.

9. Third-Party Products. Cambio Earth is not responsible for the content, accuracy, completeness, or copyright compliance of Third-Party Products. Third-Party Products are provided as-is and with no warranty of any kind from Cambio Earth. Your access or use of Third-Party Products is at your own risk. Other terms and conditions may apply to the use of Third-Party Products. Customer is solely responsible for obtaining, reviewing, and complying with any terms and conditions applicable to Third-Party Products.

10. Feedback. You agree to promptly notify Cambio Earth of any Product errors or malfunctions that you identify. If you provide Cambio Earth suggestions or feedback about a Product, then you hereby assign to Cambio Earth all of your right, title, and interest (including IP Rights) in and to such suggestions or feedback. Cambio Earth may use or implement such suggestions or feedback, without any obligation to you.

11. Usage Statistics. As part of Cambio Earth’s ongoing effort to improve the Products, Cambio Earth may collect Product usage statistics. You consent to Cambio Earth collecting such usage statistics.

12. Customer Data. As between Cambio Earth and Customer, Customer retains all right, title, and interest in and to its Customer Data. You hereby grant BGC Group a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, process, store, and display Customer Data, all as needed for the purposes of your Subscription and subject to the confidentiality requirements herein. Cambio Earth may retain one (1) confidential file copy of Customer Data after the Subscription ends in compliance with our retention policy.

13. Other Permissions. You agree that BGC Group may also use Customer Data, anonymized and aggregated usage metrics, and metadata, all on a confidential basis, for the following purposes and activities: (a) to evaluate your use of the Products; (b) to develop, modify, test, validate, calibrate, and improve the Products and other tools (including models, programs, and software); (c) to provide you with services or other offerings; and (d) for data analytics and other insight generation. Any improved Products or other tools developed in connection with such purposes or activities belong solely to Cambio Earth.

14. Data Entry. You are solely responsible for verifying the accuracy and completeness of any data you either: (a) upload to a Product, (b) provide to Cambio Earth to upload to a Product, or (c) obtain from a Product or a Report. Cambio Earth is not obligated to verify or monitor the accuracy or completeness of any Report or data in or generated by any Product. Cambio Earth may decline to enter or accept any data into any Product for any reason, in Cambio Earth’s sole discretion.

(a) The Parties each retain sole ownership of their respective Confidential Information. Except as otherwise expressly permitted herein, neither Party may publish or disclose the other Party’s Confidential Information to any Third Parties. Each Party must use reasonable care to protect all the other Party’s Confidential Information from unauthorized use or disclosure. A Party may only use the other Party’s Confidential Information to the extent permitted under these Terms. Cambio Earth may use Customer Data and disclose Customer Data to other BGC Group members to the extent such use or disclosure is necessary for the Subscription or other activities permitted hereunder. Each Party must require all its Affiliates, directors, officers, employees, and personnel to comply with the confidentiality duties in these Terms.

(b) Each Party acknowledges and agrees that its breach of this Section would cause serious and irreparable harm to the other Party, which could not adequately be compensated for in damages. Each Party consents to the other Party seeking an injunction restraining it from any further breach of this Section, in addition to any other remedy a Party may have because of such a breach.

(c) A Party may disclose the other Party’s Confidential Information to the extent needed to comply with applicable law or a binding court order. A Party compelled by law or court order to disclose the other Party’s Confidential Information must: (i) if legally permitted, promptly notify such other Party of the compelled disclosure requirement before making such disclosure; (ii) if requested, reasonably cooperate with the other Party to obtain a protective order or an assurance from all recipients that such information will be treated as confidential; and (iii) limit the disclosure to the minimum disclosure legally required.

16. Security. Use of the Products generally requires an Internet connection. Cambio Earth will make commercially reasonable efforts to maintain the cybersecurity of the Products, but you acknowledge that no Internet connection or website is absolutely secure, and data conveyed over the Internet may be intercepted. You assume all risks of cybersecurity incidents associated with use of the Products or the Internet.

17. Compliance with Law. You warrant that you have obtained all required corporate approvals to accept these Terms. While using any Product, you must comply at all times with all applicable laws and regulations, including all applicable import and export control laws and regulations of the U.S., Canada, and any other applicable jurisdictions. You warrant that you (a) are not a citizen of, and are not located in, any embargoed nation; and (b) are not prohibited under any applicable laws from using any Product.

18. Restrictions. You shall not:

(a) decompile, disassemble, decrypt, reverse-engineer, translate, encode, decode, modify, download, copy, web scrape, or reproduce all or any part of any Product;

(b) attempt to derive or extract the source code of any Product;

(c) attempt to defeat, bypass, or deactivate any protection mechanism for any Product;

(d) introduce or upload to any Product any virus, Trojan horse, worm, back-door, or other malicious or deleterious program or material;

(e) modify, distort, block, burden, disrupt, impair, or hinder any Product’s functionality;

(f) create derivative works based in whole or in part on any Product;

(g) rent, lease, lend, sell, distribute or sub-license the Subscription, any Product, or any Report;

(h) access or use any “restricted access” portion of any Product;

(i) remove, alter, or disable any IP Rights notice in any Product;

(j) use any Product for an illegal purpose, or in a manner that does not comply with these Terms;

(k) upload to any Product any information you are not authorized to upload, or which you know (or should know) to be inaccurate, unreliable, outdated, obscene, or defamatory; or

(l) permit or request any Person to do any of the foregoing.

If you violate any restriction listed in this Section, then Cambio Earth may terminate the Subscription, effective immediately upon written notice to Customer. Cambio Earth is entitled to immediate injunctive relief to stop or prevent any violation of this Section.

Cambio Earth may immediately limit, suspend or revoke your Product access, without notice, if you violate these terms, engage in fraudulent activity, or for any other reason at our sole discretion.

(b) The Products are risk management tools that are provided for general informational purposes to help Customer evaluate certain risks, but not fully mitigate or eliminate such risks. Cambio Earth is not responsible or liable for the identification or mitigation of such risks. You must exercise reasonable care when using the Products. You are solely responsible for all decisions you make based on Reports or other Product content. You use the Products and Reports at your own risk.

23. Acknowledgement. The Parties agreed to the limitations of liability, exclusions of liability, indemnities, and warranty disclaimers in these Terms in consideration of the relative risks and benefits of the subject matter of these Terms to each Party. Each BGC Group member is entitled to enforce the limitations of liability, exclusions of liability, indemnities, and warranty disclaimers in these Terms. Additionally, Cambio Earth holds, as trustee for the benefit of other BGC Group members, every exemption, limitation, immunity, indemnity, and other benefit contained in these Terms to which other BGC Group members are entitled.

24. U.S. Government End Users. The Products are “Commercial Products,” as defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as defined in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Products and related documentation are licensed to U.S. Government end users:

(a) only as Commercial Products, and (b) with only the rights Cambio Earth grants hereunder. All unpublished rights are reserved under applicable copyright laws.

25. Privacy. To the extent necessary for the Subscription or Product use, Cambio Earth may obtain, process, or use certain data which may be considered personally identifiable or sensitive information under applicable law, such as individuals’ names or location data, and the individual accepting these Terms hereby ensures that consent is first received from the individuals whose personal information is being collected, prior to such collection, processing and use. Customer is solely responsible for obtaining required consents, providing required notices, and otherwise ensuring Customer has the right to use and disclose such personal data to Cambio Earth under applicable data privacy laws. Cambio Earth is committed to safe and secure processing of personal data and compliance with applicable data protection law and privacy law. Cambio Earth will take commercially reasonable technical, administrative, and physical measures to help protect such personal data from unlawful access. Cambio Earth collects, uses, and discloses personal data through the Cambio software platform in accordance with the Cambio Privacy Policy, located at Legal - Cambio Earth.

26. Entire Agreement. These Terms, together with any applicable Subscription Agreement and our privacy policy, contain the Parties’ entire agreement related to the subject matter addressed herein.

27. Assignment. You may not assign any of Customer’s rights or obligations hereunder without Cambio Earth’s prior written consent. Cambio Earth may assign its rights or obligations hereunder without restriction.

These Terms are binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns.

28. Governing Law. These Terms, and any claims arising from these Terms or their subject matter, shall be governed by the law of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to any conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

29. Notices. Notices given under these Terms must be in writing. Cambio Earth may provide notices to you via email, through the Product, or by posting on our website. You consent to receive electronic communications from Cambio Earth. Notices to Cambio Earth under or related to these Terms must be delivered to the following address (or to such other address as Cambio Earth may later designate as its address for notices): Cambio Earth Systems Inc., Suite 500 – 980 Howe Street, Vancouver, BC, Canada V6Z 0C8. Notices are effective upon the intended recipient’s receipt of the notice (or on the next business day if received after 5:00 P.M. local time or on a weekend, local federal holiday, or local Provincial or state holiday). Notices given by email are not effective if the sending Party receives a notification that the email failed to transmit.

30. Severability. The illegality, invalidity, or unenforceability of any provision in these Terms will not affect any other provision of these Terms. If a duly appointed arbitrator or court of competent jurisdiction declares any provision of these Terms illegal, invalid, or unenforceable, then any such provision shall be limited or modified to the minimum extent necessary to make it legal, valid, and enforceable, and these Terms as so amended shall remain in full force and effect. If such a revision is not possible, then: (a) only the illegal, invalid, or unenforceable provision will be severed from these Terms; (b) the rest of these Terms will remain in full force and effect; and (c) the Parties must negotiate in good faith to agree on and execute a replacement provision as near as possible to the severed provision’s intent.

31. Miscellaneous. No failure or delay to exercise any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy, nor shall it preclude any future exercise of that or any other right or remedy. All of Cambio Earth’s rights and remedies under these Terms are cumulative. No rule of construction will apply to the disadvantage of either Party because such Party drafted all or any part of these Terms. There are no Third Party beneficiaries under these Terms. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Time is of the essence in these Terms.