End User License Agreement

1. DEFINITIONS

1.1 "Agreement" means this End User License Agreement, as amended from time to time.

1.2 "Platform" means the QTREN cloud-based SaaS application, including all modules, features, interfaces, APIs, documentation, and updates made available by QSource.

1.3 "User" or "Licensee" means the individual or organization that has accepted this Agreement and is authorized to access the Platform.

1.4 "Authorized Users" means employees, agents, or contractors of Licensee who are granted access credentials by Licensee to use the Platform.

1.5 "Customer Data" means all data, content, and information submitted by Licensee or its Authorized Users to the Platform.

1.6 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual and industrial property rights worldwide, whether registered or unregistered.

1.7 "Services" means the Platform access and related support services provided by QSource under this Agreement.

1.8 "Fees" means the subscription or usage charges payable by Licensee as specified in applicable order forms, proposals, or invoices.

2. LICENSE GRANT

2.1 Scope of License

Subject to the terms of this Agreement and payment of applicable Fees, QSource grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for Licensee's internal business operations related to commercial real estate management, property financial administration, compliance, and related activities.

2.2 Authorized Users

Licensee may permit its Authorized Users to access the Platform, provided that Licensee is responsible for ensuring all Authorized Users comply with this Agreement. Licensee shall not exceed the number of Authorized User seats specified in its applicable order form or subscription.

2.3 Permitted Use

Licensee may use the Platform to access the features and modules made available by QSource from time to time, which may include, without limitation:

Manage property records, lease agreements, tenant profiles, space configurations, and asset lifecycle data
Process rent billing, CAM reconciliations, expense tracking, budgeting, forecasting, and investment/ROI reporting
Track and manage Certificates of Insurance (COI), vendor credentials, W-9/1099 compliance, and regulatory obligations
Execute maintenance work orders, facility inspections, utility management, submetering, and security/access control operations
Extract, abstract, and classify lease and legal documents using AI-powered document intelligence and due diligence processing
Operate tenant engagement portals, onboarding/offboarding workflows, community management, and smart workplace amenities
Manage leasing CRM, broker collaboration, vacancy listings, deal transactions, and secure data rooms
Onboard, credential, score, and manage vendors and contractors, including PO and invoice approval workflows
Track capital projects, construction budgets, RFIs, submittals, punch lists, and CapEx/OpEx planning
Monitor energy consumption, carbon footprint, green certification compliance (LEED, BREEAM, IGBC), and generate ESG investor disclosures
Access portfolio analytics, predictive maintenance models, automated valuation models (AVM), market benchmarking, and natural language data queries via Ask QTREN
Integrate the Platform with ERP/accounting systems, IoT/BMS devices, GIS/mapping tools, and third-party applications via API
Access executive dashboards, scenario planning, portfolio optimization tools, and board-ready investor reporting packages

3. RESTRICTIONS

Licensee shall not, and shall not permit any Authorized User or third party to:

Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform
Modify, adapt, translate, or create derivative works based on the Platform
Copy, reproduce, distribute, resell, sublicense, or transfer the Platform or any rights therein
Use the Platform to provide services to third parties as a bureau, outsourcing, or managed service provider without QSource's prior written consent
Remove, alter, or obscure any proprietary notices, trademarks, or labels on the Platform
Access the Platform to build a competing product or benchmark against competitors without consent
Use the Platform in any manner that violates applicable laws or regulations
Circumvent, disable, or interfere with security features or access controls of the Platform
Upload or transmit malicious code, viruses, or unauthorized automated scripts

4. SAAS DELIVERY MODEL

The Platform is delivered in one of the following configurations as specified in Licensee's applicable Order Form or Master Services Agreement:

Cloud-Hosted (SaaS): QSource hosts and maintains all Platform infrastructure, servers, and databases. No software is installed on Licensee's devices; all access is via web browser or authorized API.
Customer-Deployed: The Platform is deployed within Licensee's own infrastructure or private cloud environment. Licensee is responsible for the underlying hosting environment, and QSource's obligations are limited to software delivery, updates, and support as defined in the applicable agreement.

Regardless of deployment model, Licensee acknowledges that:

QSource may release updates, patches, or modifications to the Platform; material reductions in functionality will be communicated in advance
Licensee's use is governed by the service availability and support terms described in the Master Services Agreement
All intellectual property in the Platform remains the exclusive property of QSource regardless of where the Platform is deployed

5. OWNERSHIP

QSource retains all right, title, and interest in and to the Platform, including all software, algorithms, interfaces, enhancements, documentation, and derivative works thereof, and all associated Intellectual Property Rights. Licensee acquires no ownership interest in the Platform.

The QTREN name, logo, and related marks are trademarks of QSource Group Inc. and may not be used without prior written consent.

Licensee retains all right, title, and interest in and to Customer Data. Licensee grants QSource a limited license to process Customer Data solely to provide the Services.

6. CONFIDENTIALITY

Licensee acknowledges that the Platform and its underlying technology, architecture, algorithms, interfaces, and business logic constitute confidential and proprietary information of QSource. Licensee agrees to maintain strict confidentiality of this information using at least the same degree of care it uses to protect its own most sensitive information, and not less than reasonable care.

Licensee may disclose confidential information only to Authorized Users who have a need to know and who are bound by obligations no less restrictive than those in this Agreement.

7. WARRANTIES AND DISCLAIMERS

QSource warrants that the Platform will perform materially in accordance with its published documentation during the term of this Agreement. QSource will use commercially reasonable efforts to correct material failures reported by Licensee within a reasonable time.

EXCEPT AS EXPRESSLY STATED ABOVE, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. QSOURCE DOES NOT WARRANT THAT THE PLATFORM WILL MEET ALL OF LICENSEE'S REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QSOURCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF QSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

QSOURCE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY.

9. INTELLECTUAL PROPERTY INDEMNIFICATION

QSource will defend Licensee against any third-party claim that the Platform, as used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded, provided that: (a) Licensee promptly notifies QSource in writing of the claim; (b) Licensee grants QSource sole control of the defense; and (c) Licensee provides reasonable cooperation.

QSource may, at its option, procure the right to continue use, modify the Platform to be non-infringing, or terminate the license and refund pre-paid Fees on a pro-rated basis.

QSource has no indemnification obligation for claims arising from: (a) modification of the Platform by Licensee; (b) combination with third-party software not supplied by QSource; (c) use contrary to this Agreement; or (d) Licensee's continued use after receiving notice of potential infringement.

10. TERM AND TERMINATION

10.1 Term

This Agreement commences on the date Licensee first accesses the Platform and continues for the subscription term specified in the applicable order form, renewing automatically unless either party provides written notice of non-renewal at least thirty (30) days prior to renewal.

10.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice.

10.3 Effect of Termination

Upon termination: (a) all licenses granted herein immediately terminate; (b) Licensee shall cease all use of the Platform; (c) QSource will make Customer Data available for export for thirty (30) days, after which QSource may delete it; and (d) all outstanding Fees become immediately due.

Sections 5, 6, 8, 9, 11, and 12 shall survive termination.

11. EXPORT COMPLIANCE

Licensee agrees to comply with all applicable export control laws and regulations, including U.S. Export Administration Regulations. Licensee shall not export or re-export the Platform or any related technical data to any country, entity, or individual for which U.S. government approval is required without first obtaining such approval.

12. GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles. Disputes shall be brought exclusively in the courts of Harris County, Texas, or the U.S. District Court for the Southern District of Texas, Houston Division.

12.2 Entire Agreement. This Agreement, together with the Master Services Agreement, Terms of Service, Privacy Policy, and any applicable order forms, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior agreements or representations.

12.3 Amendments. QSource may update this EULA with thirty (30) days' notice. Continued use after the effective date constitutes acceptance of the updated terms.

12.4 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

12.5 Assignment. Licensee may not assign this Agreement without QSource's prior written consent. QSource may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

12.6 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

12.7 Notices. Notices under this Agreement shall be in writing and delivered to the addresses specified in the applicable order form or to legal@qsourcegroupinc.com.

13. CONTACT INFORMATION

QSource Group Inc.

17302 House & Hahl Rd., Suite #310, Cypress, TX 77433

Email: legal@qsourcegroupinc.com

Website: www.QTREN.com

End User License Agreement (EULA)