Abound Field Trial Agreement

This agreement (hereinafter, the “Agreement”), effective this __ day of _________ (the “Effective Date”), between Carrier Corporation, a Delaware corporation having its place of business at 13995 Pasteur Blvd., Palm Beach Gardens, FL 33418 (“Carrier”), and ___________, having a principal place of business at _____________________________ (hereinafter “Customer”), sets forth the terms and conditions under which Customer agrees to participate in a field trial of the ABOUND® platform, Carrier’s suite of digitally connected lifecycle solutions and services that help make diverse building portfolios more efficient and responsive. which includes but is not limited to data collection and transmission hardware, data transmission, collection and processing services, and an internet-based portal to access the data services that is planned for eventual commercial sale by Carrier in building management applications (the "Service"). The data collection and transmission from any hardware to the Service, including but not limited to: sensors, controllers, etc. (the “Equipment”) will be installed or may already be installed in the Customer’s building described on Attachment A (hereinafter, collectively the “Premises”).

In consideration of the promises and mutual agreements contained herein, and for other good and valuable consideration agreed upon by the parties as sufficient and adequate, the parties agree as follows:

1. Customer to Make Premises Available to Carrier

Customer agrees that it will make available and accessible to the Carrier, upon Carrier’s request, the Premises upon which said Equipment is or will be installed, and Service may be provided on a periodic basis during the course of this Agreement at Carrier’s expense. At the end of the test period set forth on Attachment A, or at such earlier time as may be determined by Carrier, will discontinue the Service.

2. Carrier to Provide System; Customer Bears Responsibility for Costs of Operation and Use

Carrier shall provide the Service to Customer without cost. Customer agrees that all other costs relating to the operation and its use of the Service shall be the sole responsibility of Customer. Carrier shall be responsible, at their expense for maintenance of the Service during Term.

3. Customer Data

Customer understands and acknowledges that the Equipment will capture, record, and transmit any data of any type that is submitted, uploaded or imported to the Service by or on behalf of Customer (including from Third Party Platforms) (the “Customer Data”). As between Carrier and Customer, Customer is the exclusive owner of all right, title, and interest in and to the information Customer provides or makes available to Carrier for provision of the Service or that the Service create on behalf of Customer (“Customer Data”). Customer is responsible for any Customer Data submitted or contributed to the Service by any of its an employee or contractor of Customer or its Affiliate(s) who is authorized to access the Service (“Authorized Users”), and Carrier is fully authorized to collect Customer Data on behalf of Customer and any of its Authorized Users. Customer certifies that it will obtain explicit authorization to permit Carrier to access and use the Customer Data to provide the Service, and for other purposes permitted by law. Customer recognizes that failure to obtain such authorization may result in irreparable harm to Carrier and, notwithstanding anything else in this Agreement to the contrary, shall be liable for any losses, costs, or expenses that Carrier may suffer from its failure to obtain such authorization. Customer is fully responsible for such content and Customer’s and its Authorized Users’ use of such content, including without limitation its legality, reliability, accuracy, and appropriateness. The Service contains features that allow for the collection and submission of building information at Customer Premises that allow Carrier to deliver the Service back to Customer and its Authorized Users. Except as. Customer hereby grants to Carrier Affiliates a global, non-exclusive, perpetual, irrevocable and fully-paid license to copy, use distribute, display, modify, create derivative works of, incorporate into products or services and otherwise fully exploit the Customer Data for all purposes including and not limited to: assessing, revising, improving or expanding the function and performance of the Service, including sharing the Customer Data with its suppliers and service providers in connection with such purpose, and benchmarking, improving existing or developing new products, services or processes, assisting customers, including Customer (proactively or in response to customer requests) with the use, maintenance and care of the Service, or other equipment or services supplied by Carrier.

4. Carrier Proprietary Information

Customer acknowledges that, Carrier is the owner and possessor of information, knowledge, technical or non-technical data, formulas, patterns, compilations, prototypes, models, sample products, equipment, tooling, dies, models, concepts, ideas, programs, software, devices, methods, techniques, drawings, plans, designs, functional specifications, processes, financial data, financial plans, product or service plans, business plans, manuals, manufacturing methods and information, customer and supplier information, other items including subsequent developments and improvements, and information obtained from or derived from the foregoing information, which shall include but not be limited to the Service, the Test Services and all details and results from or in connection with all Test Services, use and testing conducted pursuant to this Agreement, whether in oral, visual, written or any other tangible form thereof (hereinafter collectively referred to as “Carrier Proprietary Information”) excluding the Customer Data of Section 3.

5. Customer Feedback

Customer will provide feedback on use and operation of the Service from time to time as requested by Carrier. Customer may be interviewed at the conclusion of the test to collect feedback related to the Service. Customer acknowledges and expressly accepts that all feedback, ideas, suggestions from the Customer can be used free of charge by Carrier in order to develop the Service.

6. Protection of Carrier Proprietary Information and Term of Confidentiality Obligations

Carrier Proprietary Information shall be used by the Customer solely for the benefit of Carrier and is provided AS IS. The Customer agrees to safeguard the Carrier Proprietary Information by using reasonable efforts, consistent with those used in the protection of its own proprietary information of a similar nature, to prevent its disclosure to or use by third parties, provided that it uses a standard of care that is no less than a reasonable standard of care. Carrier Proprietary Information shall not be disclosed to any third party without Carrier’s prior express written consent. Customer shall not reverse engineer, reverse assemble, or decompile Carrier Proprietary Information. The Customer represents that its officers, employees, and contract workers who will have access to the Carrier Proprietary Information have executed agreements with the Customer obligating them to treat Carrier Proprietary Information in a manner consistent with the terms of this Agreement. All materials containing Carrier Proprietary Information shall remain Carrier’s property and Customer shall have no property rights in the Carrier Proprietary Information, except for the limited right to use the Apparatus described herein, no right or license, either express or implied, to Carrier Proprietary Information is granted hereunder.

The obligations of the Customer as to the Carrier Proprietary Information set forth herein shall expire five (5) years after the expiration of this Agreement. However, if Carrier notifies the Customer that any Carrier Proprietary Information is a Carrier trade secret, then the confidentiality obligations regarding that trade secret information shall not expire.

7. Customer Obligations

7.1 Customer shall (i) be responsible for Customer’s and Authorized Users’ compliance with this Agreement, Carrier’s Privacy Notice and Terms and Conditions of Use that govern use of the Service and all applicable laws and regulations, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Carrier promptly of any such unauthorized access or use, (iii) be responsible for Customer’s and Authorized Users’ use of the Service, including responsibility for any use of the Service that is in violation of this Agreement, applicable laws, regulations, Customer’s policies and/or Carrier’s Privacy Notice and Terms and Conditions of Use for the Service. Prior to enabling access to the Service for Authorized Users Customer shall be solely responsible for obtaining and documenting valid consents required for Authorized Users to access or use the Service.

7.2 If Customer is given API keys or passwords to access the Service, Customer will require that all Authorized Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person.

7.3 User IDs are granted to individual, named persons and may not be shared. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Authorized User who has access to a user ID is no longer an employee or contractor of Customer, then Customer will immediately delete such user ID and otherwise terminate such Authorized User’s access to the Service.

7.4 Customer shall not (and will not permit any third party including its Authorized Users to): (a) make the Service available to anyone other than Authorized Users, (b) sell, resell, license, rent, lease, provide access to or sublicense the Service to a third party without Carrier’s written consent; (c) interfere with or disrupt the integrity or performance of the Service or any content contained therein; (d) attempt to gain unauthorized access to the Service or the underlying systems or networks; (e) use the Service or data derived therefrom to provide, or incorporate the Service into, any unauthorized product or service provided to a third party, or to create a competing offering or create a product or service using similar ideas, feature, functions, or graphics; (f) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Carrier); (g) circumvent any technical limitations in the Service that limit or restrict access to or use of Service or any content, file, or other work, except as expressly permitted by applicable law notwithstanding this limitation; (h) degrade, impede access, copy or modify the Service or any Documentation, or create any derivative work from any of the foregoing; (i) remove or obscure any proprietary or other notices contained in the Service; (j) publicly disseminate information regarding the performance of the Service; (k) use any Carrier or other third party name or trademarks referenced in the provision of the Service in any manner without Carrier’s written consent; (l) use any Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (m) attempt to gain unauthorized access to any Services or the Platform or (n) use the Service in a manner outside of its intended purpose.

8. Term of Agreement

The term of this Agreement shall commence on the Effective Date and shall continue for a period set out on Attachment A unless extended by mutual written agreement of both parties. However, the rights and obligations of the parties pursuant to Sections 4, 6, 9, 10 and 11 of this Agreement shall survive the expiration or earlier termination of this Agreement.

9. No Warranties or Representations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AND ANY TEST SERVICES THAT MAY BE PROVIDED HEREUNDER ARE PROVIDED “AS-IS” AND “WITH ALL FAULTS”. CARRIER AND THE CARRIER PARTIES MAKE NO WARRANTY, REPRESENTATION, OR GUARANTEE, OF ANY KIND, WITH RESPECT TO THE SERVICE, THEIR OPERATION OR USE, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, LACK OF VIRUSES OR BUGS, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS WITH REGARD TO THE SERVICE. THE PARTIES ACKNOWLEDGE THAT THE SERVICE MAY NOT BE ERROR FREE OR OPERATE UNINTERRUPTED, MAY CONTAIN BUGS, AND MAY NOT PERFORM AS INTENDED. IN NO EVENT WILL CARRIER OR THE CARRIER PARTIES BE LIABLE FOR ANY DAMAGES AS A RESULT OF PROVIDING THE SERVICE AND/OR THE TEST SERVICES HEREUNDER, INCLUDING WITHOUT LIMITATION, LOAD LOSS, IMPROPER OR UNINTENDED USE OF REMOTE CONTROLS OR COMMANDS, LOST OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY CUSTOMER BASED ON A THIRD PARTY CLAIM.

10. Disclaimer of Liability

CARRIER, CARRIER AFFILIATES AND CUSTOMER EXPRESSLY DISCLAIM AND DENY ALL LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND FOR OTHER LOSSES OR DAMAGES ARISING FROM OR OUT OF THE OPERATION OR USE OF THE SERVICE, OR THE MALFUNCTION OF THE SERVICE, ITS PARTS OR COMPONENTS, AND FOR THE LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE, WITH THE EXCEPTION OF SUCH DAMAGES FOR PERSONAL INJURY OR DEATH ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CARRIER, CARRIER AFFILIATES OR CUSTOMER, AS APPLICABLE.

11. Choice of Law

This Agreement shall be interpreted in accordance with the plain English meaning of its terms and the construction thereof shall be governed by the laws in force in the State of New York, USA without regard to conflicts of law principles, except that Sections 5-1401 and 5-1402 of the New York General Obligations law will apply and except that the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, as amended to date, will not apply. The state and federal courts located in New York City, New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

12. Entire Agreement

This document contains the entire Agreement between the parties and supersedes any previous oral or written understandings, commitments or agreements pertaining to the subject matter hereof. This Agreement shall not be modified or changed in any manner except in a writing signed by both parties. If a court of competent jurisdiction finds any of the provisions hereto so overly broad as to be unenforceable, such provisions may be reduced in scope by the court to the extent necessary to render this Agreement enforceable.

IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed on their behalf by a duly authorized representative.