R-ZERO SYSTEMS

MASTER TECHNOLOGY AND SERVICES AGREEMENT

This Master Technology and Services Agreement (this “MTSA“) is entered into as of the Effective Date (as defined below) by and between R-Zero Systems, Inc. (“R-Zero“) and the customer entering into an Order Form (as defined below) with R-Zero (“Customer“). WHEN CUSTOMER ENTERS INTO AN ORDER FORM OR OTHER FORM OF PURCHASE AGREEMENT WHETHER BETWEEN CUSTOMER AND R-ZERO OR CUSTOMER AND R-ZERO AUTHORIZED RESELLERS OR OTHER AUTHORIZED THIRD PARTIES, CUSTOMER IS AGREEING TO BE BOUND BY THIS MTSA.

This MTSA will govern all Order Forms and is hereby incorporated by reference into all Order Forms. Additionally, R-Zero may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services or Equipment (each as defined below) (“Supplemental Terms“). Any Supplemental Terms become part of Customer’s agreement with R-Zero if Customer uses the applicable Services or purchases the applicable Equipment, and if there is a conflict between this MTSA and the Supplemental Terms, the Supplemental Terms will control for that conflict.

R-Zero may make changes to this MTSA. If R-Zero makes changes, R-Zero may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless R-Zero says otherwise in its notice, the amended MTSA will be effective immediately, and Customer’s continued use of the Services or purchase of Equipment after R-Zero provides such notice will confirm Customer’s acceptance of the changes. If Customer does not agree to the amended MTSA, Customer must immediately stop using the Services and must not purchase any Equipment.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. GENERAL
   • Order Forms. Customer and R-Zero may, from time to time, enter into order forms providing for the purchase of R-Zero equipment listed thereon (“Equipment“) and the use of R-Zero’s hosted services made available in connection with the Equipment (the “Services“). When executed, each such order form is an “Order Form.”
   • This MTSA. This MTSA and all Order Forms are collectively referred to as this “Agreement.” Capitalized terms utilized but not defined in the body of this MTSA are defined in Section 13 (Certain Defined Terms) or in the Order Form and capitalized terms utilized but not defined in the body of the Order Form are defined in this MTSA. To the extent that a conflict arises between the terms and conditions of an Order Form and the terms and conditions of this MTSA, the terms and conditions of this MTSA will govern unless the Order Form specifically states otherwise.
   • • Delivery. Subject to the terms of this Agreement, including payment of all Fees, R-Zero will ship the Equipment to the Customer Site or arrange for pickup of the Equipment by Customer or its designated carrier at R-Zero’s or its designee’s U.S. facilities (the “Pickup Address“). When R-Zero fulfills its obligation to deliver the Equipment, risk of loss to the Equipment and title to the Equipment (except, for clarity, the Equipment Software and any other Technology associated with the Equipment) will pass to Customer, and delivery and acceptance of the Equipment will be deemed to have occurred, on the earlier of: (a) the date R-Zero makes the Equipment available to Customer at the Customer Site and (b) the date Customer or its designated carrier takes possession of the Equipment at the Pickup Address (such date, the “Delivery Date“).
     • Installation and License. If Equipment requires installation services (“Installation Services“), Installation Services are governed by Exhibit A (the “Installation Addendum“). On installation of the Equipment, R-Zero grants Customer a limited, non-exclusive right and license to run the Equipment Software on such Equipment. Without limiting the restrictions in Section 3.4 (Restrictions) applicable to Equipment Software, Customer will not (i) rent, lease, lend, sell, transfer, redistribute, or sublicense any Equipment (or associated Equipment Software), (ii) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any Equipment (or associated Equipment Software), (iii) remove any proprietary rights notices or legends associated with any Equipment (or associated Equipment Software), or (iv) access or use any Equipment (or associated Equipment Software) to design, develop, or create a competitive or similar application or offering.
     • Gateway and BMS Integration. In addition to the other terms of this Section 1.3 (Equipment), the following terms apply to any R-Zero gateway device identified on an Order Form (“Gateway”): (i) the Gateway connects to Customer’s existing building management system (“BMS”) via BACnet/IP or other supported protocols to collect, transmit, and facilitate analysis of BMS Data in connection with the Services; (ii) subject to Customer’s prior approval of the applicable Sequence of Operations, R-Zero may use the Gateway to autonomously write Setpoint Corrections to Customer’s BMS in accordance with such Sequence of Operations; (iii) all Setpoint Corrections will operate within the commissioned design envelope of Customer’s BMS, will be positioned below operator and life-safety priority levels in the BACnet priority array, and will auto-relinquish upon loss of communication between the Gateway and the BMS; (iv) R-Zero will not modify any life-safety sequences or reduce ventilation rates below the minimum rates required by applicable codes and standards (including ASHRAE Standards 62.1 and 170, as applicable); and (v) Customer may override or disable any Setpoint Corrections at any time through the BMS or by requesting that R-Zero cease such Setpoint Corrections.
   • Services.
     • General. Subject to the terms of this Agreement, including payment of all Fees, during the Term, R-Zero grants Customer a limited, non-exclusive, revocable right to access and use the Services and Documentation solely in accordance with this Agreement and for Customer’s own internal business use. Without limiting the restrictions in Section 3.4 (Restrictions) applicable to the Services, Customer may not resell, transfer, assign, or sublicense Customer’s rights under this Agreement to any third party or use the Services to run an outsourcing business or provide services for the benefit of any third party.
     • Beta Features. R-Zero may provide Customer with access to Beta Features. WITHOUT LIMITING THE OTHER DISCLAIMERS OR LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THOSE IN SECTIONS 10.4 (DISCLAIMER OF WARRANTY) AND 11 (LIMITATION OF LIABILITY), (I) ALL BETA FEATURES ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND, (II) NEITHER R-ZERO’S DEFENSE NOR INDEMNIFICATION OBLIGATIONS IN SECTION 9 (INDEMNIFICATION) WILL APPLY, AND (III) R-ZERO ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS, DAMAGE, HARM, OR OTHER CONSEQUENCES ARISING FROM R-ZERO’S PROVISION OR CUSTOMER’S USE OF ANY BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CUSTOMER DATA.
   • Updates. R-Zero may, in its sole discretion, make updates, modifications, enhancements, or changes to the Services from time to time, including adding or removing features or functionality. R-Zero may provide Customer with notice of any update, such as by sending an email, providing a notice through the Services, or updating its website or Documentation. Unless R-Zero says otherwise, any update will be effective immediately, and Customer’s continued use of the Services following any update constitutes Customer’s acceptance of such update. If Customer does not agree to any update, Customer must immediately stop using the Services. R-Zero will have no liability for any update made in accordance with this Section.
   • Service Providers. Customer acknowledges that R-Zero may use the services of third-party contractors, including third-party data centers, cloud providers, and software implementation consultants, in providing the Services (collectively, “Service Providers“) and that the Services (including Customer Data) may be hosted and processed on a network owned and maintained by a Service Provider. Except to the extent expressly agreed in writing between the parties, R-Zero will not be responsible or liable for the performance of Service Providers.
2. CUSTOMER ACCOUNT
   • Authorized Users. R-Zero will provide or make available to Customer Access Credentials to access Customer’s account for the Services. Only Authorized Users appointed by Customer are entitled to access Customer’s account and use the Services under the terms of this Agreement.
   • Access Credentials. Customer is responsible for the access of the Customer account and use of the Services by any Authorized User, as well as for Customer account access and use of the Services by any third party through Customer’s Access Credentials, whether authorized or not. Customer is responsible for implementing security measures to safeguard Customer’s Access Credentials and to prevent use and disclosure by unauthorized third parties. Customer will promptly notify R-Zero in writing of any unauthorized use of the Services or Access Credentials that comes to Customer’s attention. Neither R-Zero nor any of its service providers has any obligation to inquire about the authority of anyone using Customer’s R-Zero Equipment or Customer’s personally identifiable information that can be used to identify Customer’s account to request services for Customer’s R-Zero Equipment. R-ZERO WILL NOT BE LIABLE FOR, AND R-ZERO EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES CAUSED BY ANY UNAUTHORIZED USE OF THE SERVICES THROUGH CUSTOMER’S ACCOUNT.
3. CUSTOMER OBLIGATIONS
   • Equipment. The Services may be provided in connection with Customer’s use of certain Equipment, which may send and receive information via communications networks. Customer acknowledges and agrees that the availability and use of the Services is subject to a number of limitations, including, without limitation, (a) Customer’s compliance with the Installation Addendum (if applicable), (b) Customer obtaining and properly maintaining all Equipment and any other computer hardware, equipment, third-party software, and all Internet, cellular, or network connections required to access or use the Services, (c) adequate power and connectivity at, and other suitability of, the Customer Site, (d) Customer refraining from any handling of or tampering with any Equipment (including, without limitation, taking any actions described in Section 1.3 (Equipment)), and (e) the Warranty Exclusions. EACH OF THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE RESPONSIBILITY AND R-ZERO WILL NOT BE LIABLE OR RESPONSIBLE FOR CUSTOMER’S INABILITY TO ACCESS OR USE THE SERVICES OR CUSTOMER DATA DUE TO ANY OF THE FOREGOING.
   • Security. Customer will use reasonable security precautions and employ administrative, physical, and technical safeguards in connection with Customer’s use of the Services. Customer will reasonably cooperate with R-Zero’s investigations into Services outages, security problems, and/or suspected breaches of this Agreement. If R-Zero elects to make portions of any Customer Data available through an application programming interface (“API“), Customer may be required at R-Zero’s discretion to use one or more unique digital “keys” to access the API, which will be provided by or on behalf of R-Zero, and other portions of the Services may not be available to Customer (in which case the portions of this Agreement applicable to such Services will be deemed inapplicable). Customer agrees to use any such keys solely for Customer’s own internal business use and not to share any such keys with any third party without the express written consent of R-Zero.
   • Malicious Code. Customer will prevent the introduction and proliferation of Malicious Code into the Services, and Customer will neither insert nor permit the insertion or introduction of any Malicious Code into the Services. R-Zero may immediately suspend Customer’s access to the Services if R-Zero detects Malicious Code or reasonably suspects that Malicious Code was introduced by Customer or through the use of Customer’s Access Credentials.
   • Restrictions. Customer agrees that the R-Zero Technology contains trade secrets and other valuable proprietary information belonging to R-Zero. Customer will not, in whole or in part: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, any R-Zero Technology; (b) attempt to derive the source code or object code for any R-Zero Technology, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to any R-Zero Technology; (d) license, offer, sell, transfer, or lease any R-Zero Technology or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with any R-Zero Technology; (f) access any R-Zero Technology in order to design, develop, or build a similar product or competitive product; (g) enable access to any R-Zero Technology by anyone other than an Authorized User; (h) develop any scripts or software applications that interact with or integrate with any R-Zero Technology unless first authorized in writing by R-Zero; or (i) circumvent or modify any security technologies designed to prevent unauthorized access to any R-Zero Technology.
   • Acceptable Use. Customer will not use the Services or any other R-Zero Technology, and will ensure that Authorized Users do not use the Services or any other R-Zero Technology, to: (a)  infringe on, violate, dilute, or misappropriate the Intellectual Property Rights of any third party or any rights of publicity or privacy of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) store, send, or post defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, or indecent content or data; (d) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or any other R-Zero Technology or R-Zero’s provision of services to other customers; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with any R-Zero Technology; or (f) upload or transmit any content that constitutes unsolicited or unauthorized advertising promotional materials, commercial activities, or any other form of solicitation.
   • BMS and Gateway Obligations. To the extent Customer’s Order Form includes a Gateway, Customer will: (a) provide and maintain network access to Customer’s BMS as reasonably required for the Gateway to operate, including BACnet/IP connectivity and appropriate firewall configurations permitting the Gateway’s outbound connections; (b) provide R-Zero with accurate and current building information reasonably requested by R-Zero, which may include floor plans, gross square footage, utility rate data, occupancy schedules, and any lease-required or code-required temperature limits or ventilation rates; (c) ensure that the minimum BACnet points required for the applicable Services are exposed and accessible on Customer’s BMS; (d) not modify BMS configurations in a manner that materially conflicts with the Gateway’s operation or any applicable Sequence of Operations without prior written notice to R-Zero; (e) obtain and maintain all necessary authorizations, licenses, and consents required to grant R-Zero access to Customer’s BMS and to authorize the collection and transmission of BMS Data; and (f) be solely responsible for the operation, maintenance, condition, and security of Customer’s BMS and all other third-party building equipment connected thereto. R-ZERO WILL NOT BE LIABLE FOR ANY DAMAGES, LIABILITIES, OR LOSSES ARISING FROM (I) THE CONDITION, CONFIGURATION, MALFUNCTION, OR FAILURE OF CUSTOMER’S BMS OR ANY THIRD-PARTY BUILDING EQUIPMENT, (II) CUSTOMER’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS SECTION, OR (III) ANY INACCURACY OR INCOMPLETENESS IN BUILDING INFORMATION PROVIDED BY CUSTOMER TO R-ZERO.
4. CUSTOMER DATA
   • Ownership. Customer owns and retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. Customer acknowledges and agrees that Customer (not R-Zero) has control over Customer Data stored by operation of the Services. Customer further acknowledges and agrees that R-Zero will collect, store, analyze, and use anonymized and aggregated Customer Data to generate insights, improve Services, and develop R-Zero’s products and technologies.
   • Use of Customer Data. Customer agrees that R-Zero may collect technical data and related information transmitted by the Equipment as part of Customer Data (“Technical Data“). Technical Data does not include Customer Personal Data. Customer hereby grants R-Zero and its Affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, disclose, delete, and otherwise process any (a) Customer Data to (i) provide the Services, (ii) communicate with Customer about Customer’s account, (iii) comply with the law and any legal and regulatory requirements, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (iv) prevent fraud or misuse of the Services, (v) support the Services or check, service, or maintain the Equipment (including sharing that information with Service Providers and/or others as needed) and (b) Technical Data for any lawful purpose. R-Zero will not be required to transmit or provide Customer or any third party with Technical Data in any format except as required by applicable law. Customer further acknowledges and agrees that R-Zero may use Technical Data and Usage Data (but not Customer Personal Data in identifiable form) to train, develop, improve, and enhance R-Zero’s artificial intelligence and machine learning models, algorithms, and related technologies (“AI/ML Systems”). Such use may include, without limitation, training AI/ML Systems to improve the accuracy, performance, and functionality of R-Zero’s products and services, including for the benefit of R-Zero’s other customers. R-Zero will ensure that any Customer Data used for AI/ML purposes is aggregated and/or de-identified such that it cannot reasonably be used to identify Customer or any individual. R-Zero owns all AI/ML Systems and any improvements, outputs, or derivative works thereof, and no rights in or to any AI/ML Systems are granted to Customer, whether by implication, estoppel, waiver, or otherwise. R-Zero agrees to maintain and protect all Customer Data in accordance with SOC 2 Type II standards (or successor standards), ensuring that such data is securely stored, processed, and managed to meet industry-recognized security, availability, processing integrity, confidentiality, and privacy requirements. R-Zero shall implement and maintain appropriate safeguards to protect Customer Data from unauthorized access, disclosure, or alteration.
   • Rights in Customer Data. Customer represents and warrants to R-Zero that it has all rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 (Use of Customer Data) and to otherwise provide Customer Data to R-Zero or allow the collection of Customer Data by R-Zero or Service Providers in connection with Customer’s use of the Services and/or Equipment. Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer’s use of the Services, including those laws related to data privacy and the transmission of Customer Personal Data. Customer will be solely responsible for ensuring that any processing of Customer Data by R-Zero, Service Providers, and/or Customer via the Services does not violate any applicable laws. Customer acknowledges that R-Zero exercises no control over the content of Customer Data. Customer will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other Intellectual Property Rights without first obtaining the permission of the owner of such rights. Without limiting the generality of the foregoing, Customer will be solely responsible for: (a) ensuring that Customer and R-Zero or Service Providers, to the extent acting on Customer’s behalf, have the right to collect, store, use, process, and share the Customer Data via the Services; and (b) providing adequate notice to, and obtaining any necessary consents from, any individuals as required under applicable laws with respect to the Customer Data collected, stored, used, processed, and shared in connection with the Services.
   • Compliance with Laws. Customer will comply with all applicable local, state, national, and foreign laws in connection with Customer’s use of the Services and the Equipment. Customer acknowledges that all System hardware, System software, proprietary data, know-how, or other data or information obtained from R-Zero may be subject to the import and/or export control laws of one or more countries and, accordingly, their import, export, re-export, and transfer may be restricted or prohibited. Customer agrees not to, directly or indirectly, import, export, re-export, transfer, or cause to be imported, exported, re-exported, or transferred, any of the foregoing to any destination, entity, or persons prohibited or restricted under any law or regulation, unless Customer has first obtained prior written consent of R-Zero and any applicable governmental entity, either in writing or as provided by applicable regulation, as the same may be amended from time to time.
   • Data Processing Addendum. To the extent required under applicable privacy and data protection laws, the parties will enter into a data processing addendum (a “DPA“). EXCEPT AS EXPRESSLY SET FORTH IN A DPA, R-ZERO DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR RELEASE OF ANY CUSTOMER DATA.
5. INTELLECTUAL PROPERTY RIGHTS
   • Ownership by R-Zero. Subject to the use rights granted under this Agreement, as between the parties, R-Zero owns and retains all right, title, and interest in and to all R-Zero Technology and any improvements, modifications, enhancements, or derivatives of the foregoing and all Intellectual Property Rights relating to any of the foregoing. This Agreement does not convey to Customer any rights of ownership in or related to any R-Zero Technology, except for the transfer of title to the Equipment (exclusive of the Equipment Software and other associated R-Zero Technology, ownership of which is retained by R-Zero). Except for the rights expressly granted in this Agreement, no other rights are granted to Customer in, to, or under R-Zero’s Intellectual Property Rights, whether by implication, estoppel, waiver, or otherwise.
   • Usage Data. Notwithstanding anything to the contrary in this Agreement, Customer agrees that R-Zero may generate, collect, store, use, transfer, and/or disclose to third parties Usage Data: (a) to perform data analytics; (b) to monitor, improve, and support the Services; (c) to design, develop, and offer R-Zero products and services; and (d) for any other lawful purpose. R-Zero owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. R-Zero has no obligation to provide or make any Usage Data available to Customer.
6. FEES AND PAYMENT TERMS
   • General. As applicable, Customer will pay R-Zero all Fees in accordance with the payment terms specified in this MTSA as reflected in an applicable Order Form.
   • Payment to R-Zero. Customer will pay all Fees by (a) check, (b) bank wire transfer in immediately available funds to an account designated by R-Zero, or (c) credit or debit card via an authorized payment processor. If by credit or debit card, Customer authorizes R-Zero (or its payment processor) to charge Customer’s credit or debit card number provided to R-Zero and represents and warrants that Customer is authorized to use and have Fees charged to such credit or debit card. Unless otherwise communicated in writing by R-Zero, all payments pursuant to this Agreement: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on R-Zero’s net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by R-Zero under this Agreement, applicable law, or otherwise. The terms of payment specified herein may be subject to R-Zero’s approval of Customer’s credit, and R-Zero may at any time revise the specified terms of payment to require payment in advance. R-Zero may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under applicable law for all late payments. Customer will reimburse R-Zero for all costs and expenses (including reasonable attorneys’ fees) incurred by R-Zero in collecting any past due amounts.
   • Increases. R-Zero may increase the Services Fees (a) at the conclusion of the Initial Term (as defined below), with such increases applying to the first Renewal Term (as defined below) and/or (b) at the conclusion of each Renewal Term, with such increases applying to the immediately-subsequent Renewal Term. R-Zero will notify Customer at least 30 days in advance of any increase in Services Fees.
7. TERM, TERMINATION, AND SUSPENSION
   • Term. The term of this Agreement commences on the effective date set forth on the Order Form (the “Effective Date“) and, as applicable to the Services, continues until the stated term in the Order Form has expired or has otherwise been earlier terminated as set forth in this Agreement (the “Initial Term“). Except as otherwise specified in an Order Form, subscription to the Services will automatically renew for the term specified on the Order Form (each, a “Renewal Term“), unless and until either party gives the other party notice of non-renewal at least 60 days before the end of the Initial Term or then-current Renewal Term, at which time such Order Form will terminate.  
   • Termination for Cause. Either Customer or R-Zero may terminate this Agreement upon written notice to the other party (a) if such other party commits a material breach of this Agreement and fails to cure such breach within 30 days of having received notice of the breach or (b) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party’s business.
   • Additional Termination Rights. An Order Form or the Installation Addendum may specify additional termination rights.
   • Suspension of Services. R-Zero may suspend or limit access to the Services at any time: (a) if R-Zero determines or reasonably suspects that Customer is using the Services in violation of applicable law or in connection with any fraudulent activity; (b) if R-Zero reasonably determines that Customer’s use of the Services adversely affects or interferes with the normal operation of the System or any service to others; (c) if R-Zero is prohibited by an order of a court or other governmental agency from providing the Services; (d) for Customer’s non-payment of any Fees due and payable to R-Zero hereunder within 10 days of the date on which payment is due under Section 6 (Fees and Payment Terms); or (e) if R-Zero reasonably believes there exists a security incident that threatens the security of the Services, Customer Data, or any data of others. R-ZERO WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION OR LIMITATION OF CUSTOMER’S USE OF THE SERVICES IN ACCORDANCE WITH THIS PARAGRAPH.
   • Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, all Fees incurred but unpaid by Customer up to and including the effective date of expiration or termination will become immediately due and payable. All rights granted to Customer under this Agreement and R-Zero’s obligations will immediately cease, and Customer will stop accessing or using the Services, except the following provisions will survive: Sections 4 (Restrictions), 4.1 (Ownership), 4.2 (Use of Customer Data), 5 (Intellectual Property Rights), 6 (Fees and Payment Terms), 7.5 (Effect of Expiration or Termination), 8 (Confidentiality), 9 (Indemnification), 10.4 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (General Provisions), and 13 (Certain Defined Terms).
8. CONFIDENTIALITY
   • Protection. The parties acknowledge that each party may be exposed to or receive certain information that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential by the receiving party (“Confidential Information“). Confidential Information excludes Customer Data, which is only subject to the protections and limitations in Section 4.5 (Data Processing Addendum), if and to the extent applicable. Each party agrees that if a party is exposed to or receives the other party’s Confidential Information, the receiving party: (a) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (b) will not disclose Confidential Information to any third party (provided that R-Zero may disclose Customer’s Confidential Information to any of its Affiliates or to any Service Provider bound by confidentiality obligations at least as protective as those contained in this Section 8 (Confidentiality) as is necessary for the provision of Services); and (c) will use the Confidential Information solely for the purpose of performing or exercising its rights under this Agreement. Customer will not disclose the terms or conditions of this Agreement, including any Fees, to any third party.
   • Exceptions. A party will not be liable for disclosure or use of any information which: (a) rightfully becomes publicly available other than by a breach of a duty owed to the disclosing party; (b) is rightfully received from a third party without any obligation of confidentiality; or (c) is independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information. A party may disclose Confidential Information of the disclosing party if required by law or court order, on the condition that the receiving party promptly notifies the disclosing party of such law or court order and upon request, reasonably cooperates with the disclosing party to limit the scope of disclosure and/or obtain a protective order.
   • Return. After any expiration or termination of this Agreement, upon request from the disclosing party, the receiving party will, within 30 days of such request, return or destroy (at disclosing party’s reasonable direction) all materials or media containing any Confidential Information of the disclosing party, including all copies thereof, and will certify in writing to the disclosing party that all such Confidential Information has been returned or destroyed. The preceding return or destruction provision will not apply to automatic back-up copies of Customer’s Confidential Information made by R-Zero in the ordinary course of providing the Services, provided that R-Zero will remain bound by its confidentiality obligations hereunder with respect to such Confidential Information for so long as it retains such back-up copies.
   • Injunctive Relief. R-Zero and Customer expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section 8 (Confidential Information) and that in such event the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
   • Survival. The obligations set forth in this Section 8 (Confidential Information) will survive until five years from the date of the disclosure of such Confidential Information, except that the obligations set forth in this Section 8 (Confidential Information) with respect to Confidential Information that constitutes a trade secret will survive indefinitely.
   • Feedback. Customer may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback (“Feedback“) to R-Zero regarding the System or other R-Zero Technology. Feedback, even if designated as “confidential” or “proprietary” by Customer, will not create any confidentiality or other obligation for R-Zero, and Customer hereby grants R-Zero a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to copy, disclose, use, or otherwise exploit such Feedback for any purpose.
9. INDEMNIFICATION
   • R-Zero Indemnification. R-Zero will defend Customer against any Claim alleging that the Services, as provided to Customer, infringe any Intellectual Property Rights of any third party and will pay all resulting damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved by R-Zero in accordance with this Section 9 (Indemnification). R-Zero’s obligations in this Section 9.1 (R-Zero Indemnification) will not apply to the extent the Claim results from or arises in connection with (a) any combination of any R-Zero Technology (or any portion thereof) with any equipment, software, data, or any other materials not provided by R-Zero, (b) any modification to any R-Zero Technology by any party other than R-Zero or its authorized personnel, (c) the use of any R-Zero Technology in a manner contrary to the terms of this Agreement, and/or (d) the continued use of the Services after R-Zero has provided substantially equivalent non-infringing software or services. In the event of a Claim pursuant to this Section 9.1 (R-Zero Indemnification), or if R-Zero believes that such Claim may be brought, R-Zero may, at its option and expense, (i) replace the Services with a non-infringing equivalent, (ii) modify the Services so they are non-infringing, (iii) procure for Customer the right to continue using the Services, or (iv) terminate this Agreement upon 30 days written notice to Customer. THIS SECTION 9.1 (R-ZERO INDEMNIFICATION) SETS FORTH R-ZERO’S SOLE OBLIGATION AND LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM (AS DEFINED HEREIN) ARISING FROM THE ACTUAL OR ALLEGED INFRINGEMENT, MISAPPROPRIATION, OR OTHER VIOLATION OF INTELLECTUAL PROPERTY RIGHTS BY ANY R-ZERO TECHNOLOGY.
   • Customer Indemnification. Customer will indemnify, defend, and hold harmless R-Zero and its Affiliates, and its and their officers, directors, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) based upon any Claim: (a) alleging that any Customer Data infringes or violates any third-party right, including but not limited to Intellectual Property Rights, right to privacy, or publicity rights; (b) arising from Customer’s breach of any of its obligations under Section 3 (Customer Obligations) or Section 4.3 (Rights in Customer Data); (c) arising in connection with the operation or conduct of Customer’s business, including any personal injury to or death of any person or persons, damage of any property, financial loss, or interruption of any services that are caused or claimed to have been caused directly or indirectly from Customer’s use, intentional misuse, or inability to use the Services or any Equipment; (d) use of any hardware, equipment, or software or other Technology not provided or approved for use with the Services or Equipment by R-Zero; (e) arising in connection with any Warranty Exclusions; or (f) arising from Customer’s actual or alleged violation of any applicable data protection, privacy, or security laws or regulations, including but not limited to Customer’s failure to provide required notices to, or obtain required consents from, data subjects or other third parties, or Customer’s instructions to R-Zero that cause R-Zero to violate any applicable law.
   • The indemnifying party’s indemnification obligations under this Section 9 (Indemnification) are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying party will not alleviate an indemnifying party’s obligations under this Section 9 (Indemnification) to the extent any associated delay does not materially prejudice or impair the defense of the related Claims), (b) granting the indemnifying party the option to take sole control of the defense (including granting the indemnifying party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party, and at the indemnifying party’s request and expense, assistance in the defense or settlement of the Claim.
10. WARRANTIES AND DISCLAIMERS
    • Limited Warranty. Subject to the Warranty Exclusions (as defined below), R-Zero warrants to Customer that the Equipment will conform in all material respects to its then-current Documentation for the Initial Term. The Limited Warranty applies only to Customer as the original recipient of the Equipment and is void to the extent that any failure of the Equipment results from any Warranty Exclusion.   
    • Warranty Process; Remedies. Customer must follow all R-Zero warranty verification procedures and provide all necessary cooperation to R-Zero in connection with evaluating its warranty claim, including, without limitation, submitting warranty claims through R-Zero-specified channels (which may include, without limitation, submission of such warranty claim to an authorized reseller or other authorized third party) (the “Warranty Submission Process“). If, subject to Customer’s compliance with the Warranty Submission Process, R-Zero verifies that any Equipment (a) does not meet the Limited Warranty within the Initial Term and (b) no Warranty Exclusions apply, R-Zero’s sole obligation and liability, and Customer’s sole and exclusive remedy, will be for R-Zero to use commercially reasonable efforts to adjust, repair, or replace such Equipment.
    • Additional Warranties. R-Zero may from time to time offer Customer additional warranties that apply to the Equipment and exceed the Limited Warranty (each, an “Additional Warranty“). To the extent (a) R-Zero offers, and Customer accepts, an Additional Warranty and (b) such Additional Warranty conflicts with the Limited Warranty, then the Additional Warranty will control solely to the extent the conflict.
    • Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 (LIMITED WARRANTY) OR IN ANY ADDITIONAL WARRANTY (AS SUCH TERM IS DEFINED AND USED ABOVE): (A) THE SYSTEM (INCLUDING, WITHOUT LIMITATION, THE SERVICES AND EQUIPMENT) AND ALL R-ZERO TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, R-ZERO HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SYSTEM (INCLUDING, WITHOUT LIMITATION, THE SERVICES AND EQUIPMENT) AND ALL R-ZERO TECHNOLOGY, WHETHER STATUTORY, EXPRESS, IMPLIED, BY OPERATION OF LAW, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT R-ZERO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF SUCH PURPOSE), TITLE, AND NON-INFRINGEMENT; (B) R-ZERO DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SYSTEM (INCLUDING, WITHOUT LIMITATION, THE SERVICES AND EQUIPMENT) WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED; AND (C) R-ZERO MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SYSTEM (INCLUDING, WITHOUT LIMITATION, THE SERVICES AND EQUIPMENT). THESE DISCLAIMERS AND EXCLUSIONS WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1 (LIMITED WARRANTY) FAILS OF ITS ESSENTIAL PURPOSE.
11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL (A) R-ZERO OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, EXPECTATION, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT R-ZERO HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) R-ZERO’S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE FEES PAID TO R-ZERO BY CUSTOMER IN THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. NOTWITHSTANDING THE FOREGOING LIMITATIONS, THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT APPLY TO: (I) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2 (CUSTOMER INDEMNIFICATION); (II) CUSTOMER’S BREACH OF SECTION 3.4 (RESTRICTIONS) OR SECTION 3.5 (ACCEPTABLE USE); (III) CUSTOMER’S BREACH OF SECTION 8 (CONFIDENTIALITY); (IV) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT TERMS); (V) CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4 (CUSTOMER DATA), INCLUDING ANY VIOLATION OF APPLICABLE DATA PROTECTION LAWS; OR (VI) ANY LIABILITY ARISING FROM CUSTOMER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT.

12. GENERAL PROVISIONS
    • Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, understandings, and agreements. If Customer provides R-Zero with any terms or conditions that appear on any purchase order, confirmation, or other document, such terms will be of no force or effect.
    • Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations under it without R-Zero’s prior written consent. R-Zero may freely assign this Agreement. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
    • Severability. If a court finds any term of this Agreement to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of this Agreement will remain in full force and effect.
    • Waiver. Either party’s delay or failure to exercise any right under this Agreement or any law does not mean a party waives that right or any other rights under this Agreement in the future. No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, will be effective except (a) pursuant to a written instrument signed by the party against whom the waiver is sought or (b) to the extent such waiver is effectuated by virtue of R-Zero’s exercise of its rights in the third introductory paragraph of this MTSA.
    • Independent Contractors. Nothing contained in this Agreement will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.
    • Force Majeure. Each party is excused from performance of this Agreement (other than for any payments due from Customer) and will not be liable for any delay in whole or in part caused by a Force Majeure Event.
    • No Third-Party Beneficiary. Nothing contained in this Agreement will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.
    • Governing Law and Venue. This Agreement will be governed in all respects in accordance with the laws of the State of California, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Customer expressly agrees that federal and state courts located in San Francisco, California will have exclusive jurisdiction over any action or claim brought by Customer arising out of or relating to this Agreement. Each party expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or inconvenient forum.
    • Waiver of Jury Trial. To the greatest extent permitted by law, each party hereby knowingly, unconditionally, and irrevocably waives any and all rights to a trial by jury in any action or claim arising out of or relating to this Agreement.
    • Interpretation. The headings of this Agreement are for reference only and will not be used to interpret the meaning of this Agreement. Any reference to “includes” or “including” will be understood to be exemplary and not limiting and followed by “but not limited to” or “without limitation.” Each Party has had the opportunity to review this Agreement with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.
    • Notices. By using the Services, Customer agrees (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting R-Zero’s notification rights in the third introductory paragraph of this MTSA, R-Zero may issue notices to the email or other address provided by Customer to R-Zero, and (d) that such notice will be effective on delivery. Notices to R-Zero, including termination notices, must be delivered to legal@rzero.com and followed with a copy delivered by certified mail to 595 Pacific Avenue, 4th Floor, San Francisco, CA 94133, Attention Legal Department. Such notice will be effective on receipt.
13. CERTAIN DEFINED TERMS
    • “AI/ML Systems” means R-Zero’s artificial intelligence and machine learning models, algorithms, neural networks, and related technologies, including any training data, training methodologies, model weights, parameters, outputs, predictions, recommendations, and derivative works thereof, whether developed, trained, improved, or enhanced using Technical Data, Usage Data, or other data, and any products, services, or features incorporating such technologies.
    • “Access Credentials” means passwords, user IDs, or other credentials and login information that have been provided by R-Zero to Customer or that are generated in connection with Customer’s use of the Services.
    • “Affiliates” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a party, but only for as long as such control exists. For the purpose of this definition, “control” means the direct or indirect ownership of more than fifty percent (50%) of the stock, shares, or interests entitled to vote for the election of directors or other governing body or otherwise having the ability to direct the management and policies of such entity, through contract or otherwise.
    • “Authorized Users” means individuals assigned by Customer to use the Services with log-in rights and Access Credentials, which may include Customer’s officers, employees, agents, and/or consultants performing services for Customer or on Customer’s behalf.
    • “Beta Features” means any version or feature of the Services that is in a “beta,” “trial,” “proof of concept,” “sandbox,” or other testing, non-production, and/or otherwise limited or incomplete feature phase or phase of development.
    • “BMS” or “Building Management System” means the building automation and control system(s) installed at a Customer Site that monitor and control the building’s mechanical, electrical, and HVAC systems.
    • “BMS Data” means the data and information collected from or transmitted by a BMS through a Gateway, including, without limitation, temperature readings, valve positions, damper positions, airflow measurements, pressure readings, equipment status, energy consumption data, setpoint values, and other operational data relating to building systems at the Customer Site. BMS Data constitutes Technical Data for purposes of this Agreement. When R-Zero uses BMS Data for purposes other than providing the Services to Customer, R-Zero will aggregate and/or de-identify such BMS Data so that it is not reasonably identifiable to Customer or Customer’s facilities.
    • “Claim” means a suit, action, proceeding, or investigation made by a non-Affiliated third party.
    • “Customer Data” means any information, data, content, and/or files (a) transmitted, uploaded, or stored in association with Customer’s use of the Services, including Customer Personal Data, (b) collected and/or transmitted from the Equipment, and/or (c) collected from Customer’s BMS through a Gateway, including BMS Data.
    • “Customer Personal Data” means any “personal data,” “personal information,” or similar terms as defined by applicable privacy or data protection laws within Customer Data.
    • “Customer Site” means the Customer location identified on an Order Form where the Equipment is installed.
    • “Documentation” means any user manuals and any other instructional, technical, or training materials that are provided to Customer in printed form or via R-Zero’s website in connection with the Services or Equipment, as may be updated by R-Zero from time to time.
    • “Equipment Software” means the software embedded on the Equipment.
    • “Equipment Price” means the applicable price payable by Customer for the Equipment as set forth in the Order Form.
    • “Fees” means, collectively, the Equipment Price, any Installation Pricing (as defined in the Installation Addendum), and the Services Fees.
    • “Force Majeure Event” means an event or circumstance beyond the reasonable control of a party, including natural catastrophes, governmental acts or orders, war, terrorism, pandemics or epidemics, labor strikes or difficulties, interruptions or failure of the Internet, failures of any public utility, third-party networks (including cellular), or third-party connections, failures or defects in third-party equipment or hardware, or service outages of third-party service providers.
    • “Gateway” means an R-Zero hardware device identified on an Order Form that is installed at a Customer Site and connects to Customer’s BMS to collect, transmit, and facilitate analysis of BMS Data, and, where authorized, to write Setpoint Corrections to Customer’s BMS.
    • “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets, and all rights associated therewith, and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.
    • “Malicious Code” means any files, scripts, agents, code, or programs that are designed, intended to, or have the effect of disrupting, damaging, or interrupting the Services or the data contained therein, including any viruses, worms, time bombs, Trojan horses, and other malicious code.
    • “R-Zero Technology” means, collectively, all Technology underlying or associated with the System (including, without limitation, the Workplace Intelligence Platform, the Services, the Equipment, and the Equipment Software).
    • “Services” means the components of the Workplace Intelligence Platform that R-Zero makes available to customers as a cloud-hosted service through a web-based application.
    • “Services Fees” means the applicable fees payable by Customer for the Services as set forth in the Order Form.
    • “Sequence of Operations” means the documented set of control logic, parameters, and operational rules, including any applicable ASHRAE guidelines, that govern how the Gateway and the Services interact with Customer’s BMS to identify, recommend, and, where authorized, implement Setpoint Corrections.
    • “Setpoint Corrections” means adjustments to BMS control setpoints (including, without limitation, temperature setpoints, static pressure setpoints, supply air temperature setpoints, and economizer settings) that are recommended or applied by R-Zero through the Gateway in accordance with the applicable Sequence of Operations, following Customer’s prior approval of such Sequence of Operations.
    • “System” means the Workplace Intelligence Platform (including the Services) and associated Equipment.
    • “Technology” means algorithms, applications, compositions of matter, confidential or proprietary information, data, databases, data compilations and collections, developments, discoveries, ideas, know-how, improvements, inventions (whether or not patentable), methodologies, processes, software and other computer programs (whether in source code or object code format) and related user interfaces and other tools, trade secrets, works of authorship and other copyrightable subject matter, know-how, and all other forms of technology, intellectual property, work product, and results, together with tangible embodiments of the foregoing.
    • “Usage Data” means information gathered, prepared, computed, originated, or stored by R-Zero or Service Providers in connection with the use or provision of the System. Usage Data may include information derived from or based on Customer Data provided that any such data is de-identified and in aggregated form.
    • “Warranty Exclusion” means any of the following: (a) alteration, repair, or reworking of any Equipment by any party other than R- Zero or its Authorized Installers without R-Zero’s written consent; (b) improper storage, mishandling, abuse, or use of any Equipment not in accordance with the Documentation; (c) use of any Equipment in conjunction with products, services, or equipment not supplied by R-Zero; provided that use of a Gateway in conjunction with Customer’s BMS in accordance with the Documentation and the applicable Sequence of Operations will not constitute a Warranty Exclusion under this clause (c); (d) damage by accident or by water, fire, explosion, power failure, or any other Force Majeure Event; (e) installation of any Equipment by any party other than an Authorized Installer (including, without limitation, Customer Installation (as defined in the Installation Addendum)); (f) a Material Modification (as defined in the Installation Addendum); or (g) other unauthorized use of any Equipment.
    • “Workplace Intelligence Platform” means the software, applications, algorithms, methodologies, processes, systems, data environment, and other Technology for R-Zero’s proprietary solution known as “R-Zero Connect” designed to collect, process, and analyze data transmitted from Equipment and, where applicable, from Customer’s BMS through a Gateway, including the analytics, recommendations, and Setpoint Corrections generated in connection therewith.

Accepted and agreed as of the Effective Date

EXHIBIT A

INSTALLATION ADDENDUM

This Installation Addendum (this “Addendum“) governs the purchase of any installed Product. Capitalized terms utilized but not defined in this Addendum are defined in the MTSA between R-Zero and the Customer.

1. Site Survey. If any Equipment purchased through an Order Form requires installation, R-Zero will cause such Equipment to be installed by its authorized installation partner (the “Authorized Installer“) at the Customer Site. After the effective date of the Order Form, but prior to installation of any Equipment by an Authorized Installer, R-Zero or its designee will conduct an inspection of Customer Site at which the Equipment will be installed (a “Site Survey“). The parties will agree on the date and time for the Site Survey and Customer will make the Customer Site fully available to R-Zero or its designee to perform the Site Survey. Customer warrants that: (a) R-Zero may capture digital imagery of and related to Customer Site as part of the Site Survey; (b) Customer will either grant R-Zero (or an Authorized Installer) or cause R-Zero (or an Authorized Installer) to be granted all necessary licenses, permissions and consents to capture digital imagery of and related to Customer Site; and (c) the Site Survey is for R-Zero’s informational purposes only and that R-Zero will have no liability or responsibility for any failures of any Equipment to comply with the Limited Warranty to the extent such failure is attributable to any material modification to the Customer Site by a party other than R-Zero or its designee after the Site Survey (a “Material Modification“).
2. Material Modification. If, after the Site Survey, a Material Modification applies, the Equipment installation pricing set forth on the Order Form (the “Installation Pricing“) may be impacted, in which case Customer agrees to execute a change order so that such Installation Pricing can accurately capture any Material Modification. Material Modification includes, but it is not limited to, any of the following: (a) Customer preference of Equipment location; (b) the Customer Site not being available timely and/or regularly; (c) the Customer Site being old and/or having special conditions in relation to electrical and/or material characteristics; (d) building upgrades (e.g. requiring more than a 20 feet cable to reach an existing circuit, insufficient panel capacity, etc.) or building drawing upgrades that were not previously communicated to R-Zero or the Authorized Installer; (e) Customer requests to patch and/or paint installation wall and/or ceiling; (f) Customer requests that increases materials during installation duration; (g) Customer requests related to particularities of the Customer Site (e.g. having to remove art work from the walls); (h) unscheduled requests to switch Customer Site access and shifts; (i) inaccurate floor plan provided; (j) un-accounted for state taxes, and/or union (when applicable) rates; or (k) indoor utilities location (A/C exit, ceiling fan, basketball hoop, etc.).
3. Termination Due to Material Modification. If a Material Modification applies and Customer refuses to agree to the change order referenced in Section 2 (Material Modification) above as presented by R-Zero, notwithstanding any terms to the contrary (whether verbal or documented), R-Zero may, by giving ten (10) days’ notice in advance to Customer, terminate the Order Form. In case of termination due to Material Modification, R-Zero will: (a) refund Customer for Equipment already paid for and not yet shipped and (b) accept shipped Equipment back, deducting shipping costs from any refunds owed to Customer for the returned Equipment; provided, that R-Zero will not reimburse Customer for any installation or labor costs incurred prior to the discovery of such Material Modification.
4. Customer Installation. If installation of Equipment is not selected on an Order Form, but such Equipment requires installation, Customer will be solely and exclusively responsible for installation of such Equipment (“Customer Installation“). Customer will, at R-Zero’s request, sign a liability release and inspection consent form granting R-Zero the right to inspect the completion of Customer Installation. Notwithstanding any terms to the contrary in the Agreement, R-Zero will have no liability or responsibility for (a) any failures of the Equipment to comply with the Limited Warranty to the extent such failure is attributable to Customer Installation or (b) any Customer or third-party acts or omissions in relation to Customer Installation.

EXHIBIT B 

DATA PROCESSING ADDENDUM

This Data Processing Addendum (this “DPA”) is incorporated into and forms part of the Master Technology and Services Agreement or Master Energy Efficiency as a Service Agreement, as applicable (in either case, the “Agreement”), between R-Zero Systems, Inc. (“R-Zero”) and the customer identified in the applicable Order Form (“Customer”). This DPA applies solely to the extent that R-Zero Processes Customer Personal Data on behalf of Customer in connection with the Services. Capitalized terms used but not defined in this DPA have the meanings ascribed to them in the Agreement.

1. DEFINITIONS

1.1 “Applicable Data Protection Laws” means all privacy and data protection laws and regulations applicable to the Processing of Customer Personal Data under the Agreement, which may include, as applicable and without limitation: (a) the California Consumer Privacy Act of 2018 and the California Privacy Rights Act of 2020, each as amended from time to time (collectively, “CCPA”); (b) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”); (c) the United Kingdom General Data Protection Regulation and the Data Protection Act 2018 (collectively, “UK GDPR”); and (d) any other applicable national, state, or local data protection or privacy laws or regulations of similar scope and effect.

1.2 “Controller” has the meaning given to it (or to the equivalent term “business” or “controller”) under Applicable Data Protection Laws, and refers to the party that determines the purposes and means of the Processing of Personal Data.

1.3 “Customer Personal Data” has the meaning ascribed to it in the Agreement, and refers to any Personal Data contained within Customer Data that R-Zero Processes on behalf of Customer as a Processor in connection with the Services.

1.4 “Data Breach” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Customer Personal Data Processed by R-Zero or its Sub-processors in connection with the provision of the Services.

1.5 “Data Subject” means an identified or identifiable natural person to whom Customer Personal Data relates.

1.6 “EEA” means the European Economic Area.

1.7 “Personal Data” has the meaning given to it (or the equivalent term “personal information”) under Applicable Data Protection Laws, and generally means any information relating to an identified or identifiable natural person.

1.8 “Processing” (and its correlatives “Process,” “Processes,” and “Processed”) means any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

1.9 “Processor” has the meaning given to it (or to the equivalent term “service provider” or “processor”) under Applicable Data Protection Laws, and refers to the party that Processes Personal Data on behalf of the Controller.

1.10 “Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of personal data to third countries approved by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914, or any successor or replacement clauses approved by the relevant supervisory authority.

1.11 “Sub-processor” means any third party engaged by R-Zero to Process Customer Personal Data on R-Zero’s behalf in connection with the Services.

1.12 “Supervisory Authority” means the applicable governmental or regulatory authority responsible for overseeing compliance with Applicable Data Protection Laws in the relevant jurisdiction.

2. SCOPE AND ROLES

2.1 Controller and Processor. The parties acknowledge and agree that, with respect to the Processing of Customer Personal Data in connection with the Services: (a) Customer is the Controller of Customer Personal Data; and (b) R-Zero is the Processor acting on behalf of Customer. Customer retains all decision-making authority over the purposes and means of Processing Customer Personal Data, except to the extent that R-Zero determines purposes and means of Processing as permitted under this DPA or the Agreement.

2.2 Scope of DPA. This DPA applies only to R-Zero’s Processing of Customer Personal Data on behalf of Customer as a Processor. This DPA does not apply to: (a) R-Zero’s Processing of Technical Data or Usage Data, which R-Zero Processes as a Controller in its own right pursuant to the Agreement and R-Zero’s Privacy Policy; (b) any data that has been de-identified or aggregated such that it can no longer be reasonably associated with an identified or identifiable natural person; or (c) any Processing R-Zero performs as a Controller for its own independent purposes, including as permitted under the Agreement.

2.3 Customer Acknowledgment. Customer acknowledges and agrees that: (a) Customer is solely responsible for ensuring that its instructions to R-Zero regarding the Processing of Customer Personal Data comply with Applicable Data Protection Laws; (b) Customer has obtained all necessary consents, authorizations, and permissions required under Applicable Data Protection Laws to provide Customer Personal Data to R-Zero and to authorize R-Zero’s Processing thereof as described in this DPA and the Agreement; and (c) R-Zero’s obligations under this DPA are limited to Processing Customer Personal Data strictly in accordance with this DPA and the Agreement.

3. PROCESSING INSTRUCTIONS

3.1 Processing on Behalf of Customer. R-Zero will Process Customer Personal Data only in accordance with Customer’s documented instructions as set forth in this DPA and the Agreement, except where R-Zero is required to Process Customer Personal Data by applicable law, in which case R-Zero will, to the extent permitted by applicable law, notify Customer of such legal requirement before Processing.

3.2 Permitted Purposes. Customer’s instructions to R-Zero regarding the Processing of Customer Personal Data are limited to the following purposes: (a) providing the Services to Customer in accordance with the Agreement; (b) communicating with Customer regarding Customer’s account and the Services; (c) complying with applicable laws and regulatory requirements, including responding to court orders, subpoenas, and requests from regulatory or investigatory entities; (d) detecting, preventing, and responding to security incidents, fraud, or misuse of the Services; (e) supporting, maintaining, and improving the Services and the Equipment; and (f) any other purposes expressly set forth in the Agreement or otherwise agreed in writing by the parties.

3.3 Unauthorized Instructions. If Customer issues instructions that, in R-Zero’s reasonable opinion, would cause R-Zero to violate Applicable Data Protection Laws or any other applicable law, R-Zero will promptly notify Customer in writing and will be entitled to decline to follow such instructions until Customer has modified them to R-Zero’s reasonable satisfaction.

3.4 Processing Details. The subject matter, nature, and purpose of Processing, the types of Customer Personal Data Processed, and the categories of Data Subjects are as described in Schedule 1 (Processing Details) to this DPA.

4. CONFIDENTIALITY OF PROCESSING

4.1 Personnel. R-Zero will ensure that all R-Zero personnel authorized to Process Customer Personal Data are subject to appropriate obligations of confidentiality with respect to such Customer Personal Data, whether by contract, professional obligation, or statutory duty.

4.2 Limitation of Access. R-Zero will limit access to Customer Personal Data to those personnel who have a need to access such data for the purposes of performing R-Zero’s obligations under the Agreement and this DPA.

5. SECURITY MEASURES

5.1 Technical and Organizational Measures. R-Zero will implement and maintain technical and organizational security measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access. Such measures will, at a minimum, be consistent with the requirements of a SOC 2 Type II certified environment, or an equivalent standard as determined by R-Zero in its discretion. R-Zero will review and update its security measures periodically and as it deems appropriate in light of evolving threats and industry practices.

5.2 R-Zero’s Discretion. R-Zero retains sole and absolute discretion over the specific technical and organizational measures it implements to fulfill its obligations under Section 5.1, provided that such measures are commercially reasonable and consistent with applicable industry standards. Customer acknowledges that no security measures can guarantee absolute security against all possible threats, and R-Zero does not warrant or represent that any security measures will prevent all unauthorized access to, or all Data Breaches involving, Customer Personal Data.

5.3 No Absolute Security Guarantee. R-Zero does not guarantee that the Services or its security measures will be free from all vulnerabilities, breaches, or security incidents. R-Zero’s obligation under this Section 5 is one of reasonable effort, not absolute result.

6. SUB-PROCESSORS

6.1 General Authorization. Customer hereby grants R-Zero a general authorization to engage Sub-processors to Process Customer Personal Data on R-Zero’s behalf in connection with the provision of the Services. Customer acknowledges that the use of Sub-processors is essential to R-Zero’s ability to provide the Services and that R-Zero will not be required to obtain Customer’s specific prior consent before engaging any individual Sub-processor.

6.2 Sub-processor List. R-Zero will maintain a list of its current Sub-processors on its website or make such list available to Customer upon written request. R-Zero will update such list prior to adding or replacing any Sub-processor.

6.3 Customer Objection. Customer may object to R-Zero’s use of a new Sub-processor by providing written notice to R-Zero within 30 days following R-Zero’s notification or update to its Sub-processor list regarding such new Sub-processor (the “Objection Period”). Any such objection must include the reasonable grounds for Customer’s objection. If Customer does not submit an objection within the Objection Period, Customer will be deemed to have accepted the new Sub-processor. If R-Zero determines in its reasonable discretion that Customer’s objection is unreasonable or that the new Sub-processor is necessary for R-Zero to continue to provide the Services, R-Zero may proceed with engaging such Sub-processor, in which case Customer’s sole remedy will be to terminate the affected portion of the Agreement in accordance with its terms.

6.4 Sub-processor Obligations. R-Zero will impose data protection obligations on each Sub-processor that are no less protective of Customer Personal Data than those set forth in this DPA, to the extent applicable to the Sub-processor’s Processing activities. R-Zero will remain responsible to Customer for the performance of any Sub-processor’s obligations under its agreement with R-Zero, to the extent set forth in this DPA.

7. DATA SUBJECT REQUESTS

7.1 R-Zero Assistance. To the extent that Customer is required under Applicable Data Protection Laws to respond to requests from Data Subjects exercising their rights with respect to Customer Personal Data (including rights of access, rectification, erasure, restriction, portability, or objection) (each, a “Data Subject Request”), R-Zero will provide such cooperation and assistance as is reasonably necessary to enable Customer to respond to such Data Subject Requests, taking into account the nature of the Processing and the information available to R-Zero.

7.2 Customer Responsibility. Customer is solely responsible for receiving, evaluating, and responding to all Data Subject Requests. R-Zero will promptly notify Customer if R-Zero receives a Data Subject Request that purports to be directed to Customer, and will not respond to such request without Customer’s prior written authorization, except as required by applicable law.

7.3 Fees for Assistance. R-Zero will use commercially reasonable efforts to provide initial assistance with Data Subject Requests as part of the Services. To the extent any assistance requested by Customer requires R-Zero to undertake material additional effort or expense beyond what is reasonably expected as part of the Services, R-Zero reserves the right to charge Customer for such additional assistance at R-Zero’s then-current professional services rates.

8. DATA BREACH NOTIFICATION

8.1 Notification. In the event R-Zero becomes aware of a confirmed Data Breach, R-Zero will notify Customer without undue delay and, to the extent practicable, within 72 hours of R-Zero’s confirmation of the Data Breach. Such notification will include, to the extent then known to R-Zero: (a) a description of the nature of the Data Breach, including the categories and approximate number of Data Subjects affected; (b) the likely consequences of the Data Breach; and (c) the measures R-Zero has taken or proposes to take to address the Data Breach.

8.2 R-Zero’s Control of Communications. R-Zero will control all communications relating to any Data Breach, including all notices to Data Subjects, regulators, and other third parties, unless Applicable Data Protection Laws expressly require Customer to make such notifications directly. Customer will not issue any public statement or third-party communication regarding any Data Breach without R-Zero’s prior written consent, except as required by applicable law or regulation, and in such case Customer will provide R-Zero with advance notice of such communication to the extent practicable.

8.3 Remediation. R-Zero will take commercially reasonable steps to investigate, contain, and remediate any confirmed Data Breach.

8.4 No Acknowledgment of Fault. Nothing in this Section 8 will be construed as an acknowledgment by R-Zero of any fault or liability with respect to any Data Breach.

9. DATA PROTECTION IMPACT ASSESSMENTS AND PRIOR CONSULTATION

9.1 Assistance. To the extent required by Applicable Data Protection Laws, R-Zero will provide reasonable assistance to Customer in carrying out data protection impact assessments (“DPIAs”) and any required prior consultations with Supervisory Authorities, in each case solely with respect to R-Zero’s Processing of Customer Personal Data under the Agreement and taking into account the nature of the Processing and the information available to R-Zero.

9.2 Customer’s Expense. Any assistance provided by R-Zero under this Section 9 that requires material additional effort or expense on R-Zero’s part will be at Customer’s reasonable expense, at R-Zero’s then-current professional services rates. R-Zero is under no obligation to conduct DPIAs on Customer’s behalf or to provide assistance that would require R-Zero to disclose its proprietary systems, security architecture, or other confidential information.

10. INTERNATIONAL DATA TRANSFERS

10.1 Authorization for Transfers. Customer acknowledges that R-Zero and its Sub-processors may be located in, and may transfer Customer Personal Data to, countries outside the EEA, the United Kingdom, Switzerland, or other jurisdictions with data transfer restrictions. Customer hereby authorizes R-Zero to make such transfers, subject to R-Zero’s compliance with this Section 10.

10.2 Transfer Mechanisms. To the extent that R-Zero transfers Customer Personal Data originating from a jurisdiction that restricts cross-border data transfers, R-Zero will ensure that such transfers are carried out pursuant to an appropriate legal transfer mechanism, which may include, without limitation: (a) the Standard Contractual Clauses (with Customer as the relevant data exporter and R-Zero as the data importer, or with R-Zero appointing Sub-processors using appropriate SCCs); (b) binding corporate rules; (c) adequacy decisions issued by the relevant Supervisory Authority; or (d) any other lawful transfer mechanism recognized under Applicable Data Protection Laws. The parties agree to execute any additional documentation reasonably required to effectuate and maintain a valid transfer mechanism.

10.3 SCCs. To the extent required for transfers of Customer Personal Data from the EEA or the United Kingdom, the applicable Standard Contractual Clauses are hereby incorporated by reference into this DPA. In the event of any conflict between this DPA and the SCCs, the SCCs will control solely with respect to such transfers.

11. AUDIT RIGHTS

11.1 Scope of Audit Rights. Customer may, no more than once per calendar year and upon no less than 30 days prior written notice to R-Zero, request an audit of R-Zero’s Processing of Customer Personal Data. Such audit rights are limited to: (a) a written security questionnaire submitted to R-Zero and completed by R-Zero in writing; or (b) a review of R-Zero’s then-current third-party audit reports, certifications, or other compliance documentation (such as SOC 2 Type II reports) to the extent R-Zero makes such materials available to Customer, subject to any applicable confidentiality obligations.

11.2 No On-Site Audits. Customer will not be entitled to conduct or commission on-site audits of R-Zero’s facilities, systems, or personnel, except in the event of a confirmed and ongoing Data Breach directly affecting Customer Personal Data that R-Zero has failed to remediate within a reasonable time, and only to the extent reasonably necessary to assess R-Zero’s response to such Data Breach.

11.3 Customer Costs. Customer will bear all costs and expenses associated with any audit conducted pursuant to this Section 11, including any reasonable out-of-pocket costs incurred by R-Zero in responding to and facilitating such audit.

11.4 Confidentiality. Any information disclosed or made available to Customer in connection with an audit under this Section 11 constitutes R-Zero’s Confidential Information and is subject to the confidentiality obligations in the Agreement.

12. RETURN AND DELETION OF CUSTOMER PERSONAL DATA

12.1 Deletion Upon Termination. Upon expiration or termination of the Agreement, R-Zero will, at Customer’s written request submitted within 30 days of the effective date of expiration or termination, either return or delete Customer Personal Data in R-Zero’s possession, except to the extent R-Zero is required by applicable law to retain such data or to the extent such data is contained in automatic backup systems maintained by R-Zero in the ordinary course of business.

12.2 Deletion Timeline. R-Zero will complete the deletion of Customer Personal Data within 90 days following Customer’s written request under Section 12.1, except as provided in Section 12.3.

12.3 Backup Copies. Customer acknowledges and agrees that Customer Personal Data contained in automatic backup copies maintained by R-Zero may persist beyond the 90-day deletion period described in Section 12.1. R-Zero will delete such backup copies in the ordinary course of its backup rotation schedule. During any period in which backup copies persist, R-Zero will continue to protect such data in accordance with this DPA.

12.4 Legal Retention. To the extent R-Zero is required by applicable law to retain any Customer Personal Data, R-Zero will notify Customer of such requirement (to the extent permitted by law) and will continue to protect such retained data in accordance with this DPA.

12.5 Certification. Upon Customer’s written request, R-Zero will provide written certification that it has completed the deletion of Customer Personal Data as required under this Section 12.

13. LIABILITY

13.1 Incorporation of Liability Limitations. This DPA is subject in all respects to the limitations of liability set forth in the Agreement, including, without limitation, the exclusions of consequential, indirect, special, punitive, and incidental damages and the aggregate liability cap set forth therein. No obligation of R-Zero under this DPA will create any additional or greater liability for R-Zero than is expressly set forth in the Agreement.

13.2 No Additional Liability. R-Zero’s total aggregate liability to Customer arising out of or relating to this DPA, whether in contract, tort, or otherwise, will be included within and subject to the aggregate liability cap set forth in the Agreement. Customer waives any right to seek damages or remedies arising from this DPA that would exceed such cap.

13.3 Mutual Indemnification. To the extent required under Applicable Data Protection Laws, each party will indemnify and hold harmless the other party from and against any claims, penalties, fines, damages, and expenses (including reasonable attorneys’ fees) arising from that party’s material breach of its obligations under this DPA or its violation of Applicable Data Protection Laws with respect to Customer Personal Data, subject in all respects to the limitations set forth in the Agreement.

14. TERM

14.1 Effectiveness. This DPA will become effective on the effective date of the Agreement and will remain in effect for the duration of the Agreement, including any renewal terms.

14.2 Survival. Upon expiration or termination of the Agreement, this DPA will terminate automatically, except that the provisions of this DPA that, by their nature, should survive termination (including Sections 12, 13, and this Section 14.2) will survive such termination.

14.3 Updates. R-Zero reserves the right to modify this DPA from time to time to reflect changes in Applicable Data Protection Laws or R-Zero’s Processing practices, provided that any such modifications will not materially reduce Customer’s rights or R-Zero’s obligations under this DPA. R-Zero will provide Customer with reasonable advance notice of any material changes to this DPA.

SCHEDULE 1

      PROCESSING DETAILS

Subject Matter of Processing: R-Zero’s Processing of Customer Personal Data in connection with the provision of the Services and Equipment as described in the Agreement.

Nature of Processing: Collection, storage, use, access, analysis, transmission, and deletion of Customer Personal Data as necessary to provide the Services and fulfill R-Zero’s obligations under the Agreement.

Purpose of Processing: To provide the Services and support the Equipment, including building management system analytics, HVAC optimization, setpoint analysis and correction, and energy consumption monitoring and related functions; to comply with applicable law; to prevent fraud and misuse; and to communicate with Customer regarding the Services and Customer’s account.

Duration of Processing: For the duration of the Agreement, plus any additional period required for backup rotation and legal retention obligations as described in Section 12 of this DPA.

Types of Personal Data: The types of Customer Personal Data Processed by R-Zero depend on the Services utilized by Customer and the data Customer provides or causes to be collected in connection therewith, which may include: (a) building occupancy and utilization data; (b) environmental and sensor data associated with Customer’s facilities; (c) contact information for Customer’s personnel and Authorized Users (including names, email addresses, phone numbers, and job titles); (d) access credentials and authentication data; and (e) any other Personal Data submitted by Customer or collected through Customer’s use of the Services or Equipment.

Categories of Data Subjects: Customer’s Authorized Users; Customer’s employees, contractors, visitors, and other individuals present at the Customer Site; and any other individuals whose Personal Data Customer submits to R-Zero or causes to be collected through the Services or Equipment.

IN WITNESS WHEREOF, the parties have executed this Data Processing Addendum as of the effective date of the Agreement.

R-ZERO SYSTEMS, INC.

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________

CUSTOMER

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________