This SaaS Subscription Agreement (the “Agreement”) between Altrio Inc. (“Vendor”) and (“Customer”) is expressed consideration of the mutual promises and covenants contained in this Agreement, Vendor and Customer agree as follows:

1. Order Form. “Order Form” means a written document executed by Customer and Vendor with respect to Customer’s purchase or licensing of Service as permitted herein. Each Order Form is governed by and forms a part of this Agreement
2. Services. Subject to the terms and conditions of this Agreement, including in respect of payment of the applicable Fees, Vendor will provide the following services (collectively, the “Services”) to Customer: the software-as-a-service described in the attached Schedule A (the “Platform Services”) and any other onboarding and professional services as may be set out and further described in the applicable Order Form (the “Professional Services”). The Platform Services will operate in accordance with the services levels described in Schedule A (the “Service Levels”).Vendor will provide the Services in accordance with all applicable laws and regulations. In consideration of the Fees and subject to Customer’s compliance with the terms of this Agreement, Vendor hereby grants Customer a limited, non-exclusive, non-transferable,non-sublicensable, revocable right for Customer and its Users to access and use the Platform Services solely for Customer’s and Users’ internal business purposes during the Term.
   
3. Restrictions. Customer shall use the Services solely for its internal business purposes in accordance with this Agreement. Customer will not, directly or indirectly reverse engineer,decompile, disassemble, decrypt or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform Services or any software, hardware, documentation or data related to the Platform Services; modify, translate, or create derivative works based on the Services, in whole or part; or resell or make available the Services, in whole or part, to any third-party. Without limiting the generality of the foregoing,Customer will not: (a) access or use the Services in any manner or for any purpose that infringes,misappropriates, or otherwise violates any intellectual property rights of Vendor or other right of any third party, or that violates any applicable law; (b) access or use the Services for purposes of competitive analysis of the Services, the development, provision or use of a competing software service or product, or any other purpose that is to the Vendor's detriment or commercial disadvantage: (c) disclose screenshots of the Platform Services to any individual or entity that is not a User; or (d) otherwise access or use the Services beyond the scope of the authorization granted under Section 2 of this Agreement.
4. Responsibilities. The users of the Platform Services authorized by Customer (“Users”), will be responsible for:
   1. obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Services;
   2. maintaining the security of such equipment and ancillary services and the credentials required to access the Services (whether issued by Vendor or Customer);
   3. for all uses of the Platform Services by such User (whether with or without Customer’s or Vendor’s knowledge or consent), including their compliance with the restrictions set out in Section 2; and
   4. using the Services only in accordance with applicable laws and government regulations.
5. Permitted Users. Only persons authorized by Customer as Users are permitted to access the Platform Services and then only in accordance with this Agreement.
6. Fees. Customer will pay Vendor the fees described in and in accordance with this Agreement and each Order Form (the “Fees”). Except as otherwise specified herein, Fees for the Platform Services are based on subscriptions purchased and not actual usage. Unless not permitted by law or otherwise specified herein, payment obligations of the Fees are non-cancellable and Fees paid are non-refundable. The number of subscriptions purchased cannot be decreased during the term. Fees are subject to increase on an annual basis. Customer will pay for invoices amounts issued within 30 days after the date of the invoice is issued.
7. Taxes. Fees do not include any federal or provincial sales, commodity, value-added or similar use, excise, and goods and services taxes including, for example, HST and GST, assessable on Customer’s receipt of the Services, including penalties and interest, imposed, levied, or assessed by any governmental authority (collectively, “Commodity Taxes”). Customer will be responsible for paying all Commodity Taxes. Vendor will be responsible for taxes imposed on Vendor’s income. If Vendor has a legal obligation to pay or collect Commodity Taxes for which Customer is responsible under this Section 7, Vendor will invoice Customer and Customer will pay such amount unless Customer provides Vendor with a valid Commodity Tax exemption certificate authorized by the appropriate taxation authority. Except to the extent expressly provided in this Agreement, each party will be responsible for its own costs in receiving or delivering the Services.
8. Service Level Credits. Vendor shall issue to the Customer the Service Level Credits owed in accordance with Schedule A.
9. Changes to the Services. Unless the parties otherwise agree in writing, Vendor reserves the right from time to time, in its sole discretion, to modify, change or deprecate, in whole or part, the Platform Services (but not the Service Levels) provided that any such modification, change or deprecation will not result in a material degradation of the Platform Services, and if any such modification, change or deprecation results in a material degradation of the Platform Services,Customer may terminate this Agreement and receive a refund of all amounts pre-paid by Customer for the Platform Services (pro rated as required).
10. Subcontracting. Vendor may subcontract or delegate the Services, in whole or part, to are putable provider without the prior consent of Customer, provided that Vendor will remain responsible for its obligations and liability in respect of any Services subcontracted or delegated.‍
11. LIMITED WARRANTY AND DISCLAIMER
    1. During the Term, the Platform Services will perform materially in accordance with Vendor’s documentation and the specifications set out in this Agreement.
    2. Vendor does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.Except as expressly set out in this Agreement, the Services are provided “as is” and Vendor disclaims all other representations, conditions and warranties of any kind,express or implied, including any warranties of merchantability, fitness for a particularpurpose or non-infringement and those arising by statute or otherwise in law or from a course of dealing or usage of trade.
12. LIMITATION OF LIABILITY
    1. Subject to Section 12(b), neither Vendor nor its affiliates and their officers, directors,employees, agents and suppliers (including all service, equipment and technology suppliers) will be responsible or liable with respect to this Agreement or use of the Services under any contract, tort, negligence, strict liability or other theory for:
       1. any indirect, exemplary, incidental, special or consequential damages;
       2. loss of business, profits or revenues, failure to realize expected savings, or other commercial or economic losses of any kind;
       3. error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology;
       4. or any amounts that, together with amounts in respect of all other claims, exceed the fees paid by the Customer to Vendor for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Customer has been advised of the possibility of such damages.
       5. Section 12(a) will not apply to limit the liability of Vendor for any willful misconduct, gross negligence, or fraud of Vendor or of any person for whom Vendor is responsible hereunder.
13. Third Party Claims of Infringement.
    1. Vendor will indemnify, defend and hold harmless Customer from and against all claims,legal actions, costs, liabilities, losses, and damages suffered or incurred by Customer arising from a claim that the Services infringe, violate or misappropriate the intellectual property rights of any third-party.
    2. Vendor will have no obligation to defend to the extent any allegation or determination of infringement is based on: (i) specifications, requirements, data, information or content provided by Customer or Users, including Customer Data; (ii) use, modification or combination of the Services not authorized or provided by Vendor; or (iii) failure to usenon-infringing Services provided by Vendor in accordance with Section 13(c).
    3. If all or any part of any Service becomes, or in the reasonable opinion of Vendor is likely to become, the subject of a claim of infringement described in Section 13(a), Vendor may at its own expense procure for Customer the right to use the applicable Service or modify or replace the applicable Service or remove content so that it is non-infringing; or terminate the applicable Service if Vendor refunds to Customer the amounts pre-paid by Customer for the affected Services.
14. Confidentiality
    1. Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Confidential Information”), excluding anyinformation that the Receiving Party can document is or becomes generally available to the public; or was in its possession or known by it prior to receipt from the Disclosing Party; or was rightfully disclosed to it without restriction by a third-party; or was in dependently developed without use of any Confidential Information of the Disclosing Party. Confidential Information includes non-public or proprietary information of Vendor and its subcontractors, including, without limitation, pricing and technical information about the Platform Services.
    2. The Receiving Party will take reasonable precautions to protect such Confidential information and not to use (except in performing or receiving the Services or as otherwise permitted herein) or divulge to any third-party any such Confidential Information.
    3. If the Receiving Party is required by law, regulation, court order or any governmental or regulatory body or authority to disclose all or any part of the Confidential Information of the Disclosing Party, the Receiving Party will immediately notify the Disclosing Party of the requirement, and use commercially reasonable efforts to provide the Disclosing Party with an opportunity to take the steps as it desires to challenge or contest the disclosure or seek a protective order or other remedy.
    4. This Section 14 is subject to the terms of any non-disclosure or confidentiality agreement entered into between the parties (“Other NDA”). To the extent that this Section 14 conflicts with the terms of the Other NDA, the terms of the Other NDA will govern.
15. Proprietary Rights
    1. Customer will own and retain all right, title and interest in the data provided by it to Vendor to enable the provision of the Services (“Customer Data”) and grants Vendor the limited right to access, use, copy, support, maintain, modify, sublicense and distribute Customer Data solely as necessary to deliver the Services to Customer in accordance with this Agreement. No rights or licenses are granted by Customer except as expressly set out in this Agreement. Except with the express prior written consent of Customer, Vendor will not otherwise use or exploit Customer Data or any aggregated, anonymized, analytical, statistical or other data that contains, is derived from, or other wise reflects Customer Data.
    2. Vendor will own and retain all right, title and interest in the Services and all improvements,enhancements or modifications thereto; any data (including metadata) arising or derived from or based on the provision, use and performance of various aspects of the Services (other than Customer Data or data arising or derived from or based on Customer Data); any software,applications, inventions or other technology developed by or on behalf of Vendor in connection with Services or support of the Platform Services; and all intellectual property rights related to any of the foregoing. All other rights in and to the Vendor Services, which includes for greater certainty, the Platform Services, are expressly reserved by Vendor and any respective third-party licensors.
    3. Notwithstanding anything to the contrary in this Agreement and, for a period ending 120 days after the expiration or termination of this Agreement, or at any other time during the term of this Agreement, upon request by Customer, Vendor will make the Customer Data available to Customer for export or download in native format or in industry standard comma separated value file format. After such 120 day period, Vendor will have no obligation to maintain or provide any Customer Data and will delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control unless Customer and Vendor agree otherwise, or Vendor is legally prohibited to do so.
16. Privacy and Security.
    1. If in providing the Services, Vendor accesses, receives, stores, processes or otherwise handles(collectively, “Handles”) any data that relates to an identifiable individual or that is otherwisesubject to applicable privacy or data protection laws (“Personal Information”), Vendor will Handle the Personal Information:
       1. in accordance with, and will perform its obligations under the Agreement in a manner that complies with applicable privacy or data protection laws;
       2. otherwise in accordance with this Agreement and Vendor’s privacy policy.
    2. Vendor will:
       1. without undue delay, notify Customer if it becomes aware of any a breach of security safeguards or other incident that results in the destruction, loss, alteration or unauthorized access disclosure or use of Customer Data or Personal Information in the possession or control of Vendor or that otherwise affects the confidentiality, integrity or availability of Customer Data or Personal Information in the possession or control of Vendor (each, a “Security Breach”);
       2. mitigate, to the extent practicable, any adverse effects of the Security Breach; and
       3. give all assistance reasonably required by Customer to enable it mitigate, to the extent practicable, any adverse effects of the Security Breach.
17. Term
    1. The initial term of this Agreement commences as of the Effective Date on the Order form and,unless terminated earlier in accordance with this Agreement's express provisions, will automatically renew for additional successive one (1) year terms unless earlier terminated in accordance with this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least sixty (60) days before the expiration of the then-current term (each,a "Renewal Term" and, collectively, together with the Initial Term, the "Term").
    2. The term of a Order Form will be for the period specified therein ending no later than the last day of the Term of this Agreement.
    3. Following the Initial Term, Vendor may increase Fees payable in any Order Form pursuant to Section 6, by providing written notice to Customer at least sixty (60) calendar days before the commencement of that calendar year/such Renewal Term, and Fees set out in an Order Form will be deemed amended accordingly.
18. Termination
    1. Either party may terminate this Agreement and any Order Form by written notice to the other party if the other party commits a material breach of this Agreement (other than Customer non-payment) and, if the breach is capable of being cured, fails to cure thebreach within 15 days of receipt of notice of the breach.
    2. Vendor may terminate this Agreement and any Order Form by providing notice toCustomer of such termination if Customer fails to pay undisputed Fees invoiced byVendor in accordance with this Agreement for two consecutive and regularly billed invoices and fails to cure such non-payment within 30 days of receipt by Customer of notice of the failure to make such payment in accordance with Section 21.
19. Survival. The termination of this Agreement will not release either of the parties from any obligation or liability that accrued prior to the termination. The provisions of this Agreement requiring performance or fulfilment after the termination of this Agreement, including Sections 11,12, 13, 14, 15, 16 and 25 and this Section 19, such other provisions as are necessary for theinterpretation thereof, and any other provisions hereof, the nature and intent of which is to survivetermination of this Agreement, will survive the termination of this Agreement.
20. Force Majeure. Vendor will not be in breach of this Agreement or liable for its failure to perform or the delayed performance of its obligations if such failure results from circumstances beyond its reasonable control, including, acts of God, fires, floods, wars, sabotage, civil unrest, accidents,labour disputes, labour shortages, government laws, rules and regulations, whether valid or invalid, inability to obtain material, equipment, incorrect, delayed or deficient specifications, data or services supplied by a third-party.
21. Notices
    1. Any notice contemplated by this Agreement, to be effective, must be in writing and delivered as follows: by email to the addressee’s email specified on the signature page of this Agreement, in which case it will be deemed to be received on the day sent; by hand to the addressee’s address specified on the signature page of this Agreement, in which case it will be deemed to be received on the day of its delivery; by nationally recognized overnight courier to the addressee’s address specified on the signature page of this Agreement, in which case it will be deemed to be received on the next business day after its couriering; or by prepaid post to the addressee’s address specified on the signature page of this Agreement, in which case it will be deemed to be received on the fifth business day after its mailing.
    2. Either party may from time to time give notice to the other party of a substitute address or email address, which from the date such notice is given will supersede for purposes of this Section 21 any previous address or email address specified for the party giving the notice.
22. Public Announcements. Neither party shall issue or release any announcement, statement,press release, or other publicity or marketing materials relating to this Agreement, or otherwiseuse the other party's trademarks, trade dress, brand names, logos, corporate names, and domain names, or other similar designations of source, sponsorship, association, or origin, in each case,without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, provided that Vendor may, without Customer's consent, include Customer's name and/or other indicia in its lists of Vendor's current or former customers of Vendor in promotional and marketing materials and on its website.
23. Entire Agreement. This Agreement, including the Schedules, Order Form and any Other NDA, is the entire agreement between Customer and Vendor in respect to the subject matter hereof,superseding any other agreements or discussions, oral or written, and may not be changed except by a written and fully executed agreement with Vendor. If there is a conflict between the terms and conditions of the Order Form and this SaaS Subscription Agreement the terms and conditions of this SaaS Subscription Agreement will prevail.
24. Waiver. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
25. Severability. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and this Agreement shall be reformed only to the extent necessary to make it enforceable under such circumstances.
26. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws applicable therein.
27. Counterparts and Electronic Execution. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by that party.

1. Service Description. The Platform Services are composed of a web-based database and workflow platform for commercial real estate investment.
2. Service Level
   1. The Platform Services will have Availability of > 99.9% (the “Service Level”),where “Availability” = 100 – (100 x Total Downtime / Total Possible Uptime); “Total Downtime” means the sum of all minutes the Platform Services are unavailable or subject to a material degradation of service during a given month; “Total Possible Uptime” means the sum of all minutes during a given month,excluding time accrued for Excluded Events; and “Excluded Events” means planned outages within the permitted change windows implemented in accordance with this Agreement or outages caused by Customer and its Users(other than from their usage in accordance with the terms of this Agreement).
   2. If Vendor fails to meet the Service Level in any given month (a “Service Level Failure”) then Vendor will automatically credit to Customer an amount equal to 10% of the Fees payable for the Platform Services in that month (a “Service Level Credit”) against the immediately following invoice provided under this Agreement for Platform Services in order to compensate Customer in part for the reduced value of the Platform Services actually provided by Vendor (and not as a penalty or exclusive liquidated damages). If any Service Level Credit owed has not been paid to Customer upon the termination or expiration of this Agreement,Vendor will pay all outstanding amounts of the Service Level Credit to Customer within 30 days of the termination or expiration.
   3. Customer may terminate this Agreement without further liability or obligation toVendor, if:
      1. Vendor incurs a Service Level Failure:
         1. in two consecutive months; or
         2. three times in any 12 month period; or
      2. if Availability < 95.0% in any given month
3. Customer Support. Vendor will provide the following support Service (the availability of which will be determined by Vendor and may change from time to time):
   1. one (1) support agent for technical support and User account manage ment during Support Hours (as defined below); and
   2. online User guides and training materials.
4. Support Hours. Support is available between 8 a.m. and 8 p.m. (Eastern Time)excluding weekends and statutory holidays observed in the Province of Ontario (“Support Hours”).
5. Response Times. Support response and resolution times within “Support Hours” are defined in Table 1 below.
6. Change Windows. Vendor will only be permitted to perform scheduled or preventative maintenance in respect of the Platform Services, upon providing 10 business days prior notice to Customer, daily between 10 p.m. and 6 a.m. (Eastern Time] and at any other time specified in advance by Customer in writing.

Table 1 – Response Times and Resolution Times