Pirros Master Subscription Agreement

Last Updated Date: 09/22/2026

This Services Agreement (“Agreement”) is applicable as of the effective date of an applicable signed order form (such form an “Order Form” and such date the “Effective Date”) and is between Pirros Inc. (“Company”), and the customer set forth on the Order Form (“Customer”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control.

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Section 1. Services and Support

1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services.

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Section 2. Restrictions and Responsibilities

2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

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Section 3. Confidentiality and Proprietary Rights

3.1. Each party (the“Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as“Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

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Section 4. Payment of Fees

4.1. Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company fourteen (14) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

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Section 5. Term and Termination

5.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.

5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

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Section 6. Authorized Users and Usage

6.1 "Authorized User" means an individual who is authorized by Customer to access and use the Services, who must be (i) Employees of Customer, (ii) Employees of an Affiliate, or (iii) third party personnel contracted to operate the Services on behalf of Customer. Customer is responsible for verifying that its Authorized Users are properly authorized in accordance with applicable law, regulatory requirements, and obligations under this Agreement.

6.2 Each Authorized User is identified by an email and password which may not be shared or used by more than one person. Authorized Users are limited to the number specified in the applicable Order Form. Customer may not use or permit use of the Services or Documentation by anyone other than Customer’s Authorized Users.

6.3 Customer will not permit access to any user who is listed by any government or law enforcement agency as a party with whom doing business has been restricted or prohibited for any reason, including without limitation, companies on the U.S. embargoed list, the U.S. Denied Persons List, FBI most wanted and Interpol most wanted.

6.4 Customer may add Authorized Users during a Subscription Period. The Subscription Period for any additional Authorized User shall end with the Customer’s current Subscription Period for that Service and the Subscription Fee shall be prorated accordingly. Customer agrees to notify Pirros if the number of Authorized Users increases and to pay the additional Subscription Fees as specified in the Order Form for those additional Authorized Users. The number of Authorized Users cannot be reduced during any Subscription Period.

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Section 7. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

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Section 8. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not company has been advised of the possibility of such damages.

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Section 9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

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Section 10. Publicity and Marketing

Pirros may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Pirros on Pirros’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. Pirros may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Pirros never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.

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Section 11. Quality Management System Services

11.1 Applicability. This Section 11 applies only to Order Forms that include Pirros Quality Management System Services, however labeled on the Order Form (for example “Quality Management System,” “QMS,” or “Quality Module”), including drawing set review, content quality checks, model health, Mira chat, and Mira actions (the “QMS Services”). It has no effect on Order Forms that include only other Services. For the QMS Services, this Section 11 controls over any other provision of this Agreement, and the Order Form controls over this Section 11.

11.2 Definitions.

(a) “Customer Content” means the drawings, sheets, specifications, building information models, families, standards, project data, prompts, and other content that Customer or its Authorized Users submit to the QMS Services for processing. Customer Content is Customer Data.

(b) “Output” means the results the QMS Services generate from Customer Content, including identified issues and the reasoning behind them, scores, reports, markups, chat responses, and proposed or applied changes to Customer’s files.

(d) “Monthly Period” means each successive one-month period of a Service Term. The first Monthly Period begins on the first day of the Service Term, and each following Monthly Period begins on the same day of each following month (or the last day of that month, if shorter).

(e) “Monthly Allotment” means the number of Mira units included in Customer’s QMS Services for each Monthly Period, as stated on the Order Form.

(f) “Pilot” means QMS Services that the Order Form designates as a pilot, with a Service Term of one Monthly Period.

(g) “Expansion” means an Order Form that increases Customer’s Monthly Allotment for the remainder of a then-current Service Term, as described in Section 11.6.

11.3 Mira units.

(a) Each sheet processed by a drawing set review consumes the number of Mira units stated for that type of review in Pirros’s published product documentation. Pirros may introduce review types or settings that consume a different number of Mira units per sheet. For a review type available to Customer on the Effective Date, the Mira units consumed per sheet will not increase during the then-current paid Term. When a set is re-reviewed, sheets that Pirros’s systems identify as unchanged since the previous review of that set are skipped and consume no Mira units. Sheets that have changed, that Pirros’s systems cannot identify as unchanged, or that an Authorized User elects to re-review are processed and consume Mira units as stated above.

(b) Mira chat, and Mira actions that create or modify content (including actions initiated through “Send to Mira”), consume Mira units in proportion to the computational work performed.

(c) Content quality checks, content health scores, and model health features do not consume Mira units unless the Order Form or the product documentation states otherwise.

(d) Pirros’s records of Mira unit consumption are the basis for billing. Customer can view its consumption in the Services. Billing questions are handled under Section 4.1.

11.4 Monthly Allotment. The Monthly Allotment is available in each Monthly Period, resets at the start of each Monthly Period, and does not roll over. The Monthly Allotment is the Service Capacity for purposes of Section 4.1. The Monthly Allotment cannot be reduced during a Service Term.

11.5 Overage and Usage Cap.

(a) Mira units consumed above the Monthly Allotment in a Monthly Period are billed monthly in arrears at the overage rate stated on the Order Form or, if none is stated, at 150% of the plan’s per-unit rate. The per-unit rate is the plan’s monthly fee (or its annual fee divided by twelve) divided by the Monthly Allotment.

(b) Pirros may set a maximum number of Mira units Customer may consume in a Monthly Period (the “Usage Cap”) and will make the Usage Cap for Customer’s plan visible in the Services or its product documentation. When Customer reaches the Usage Cap, the QMS Services may stop processing new work for the remainder of the Monthly Period unless Customer signs an Expansion or Pirros agrees in writing to raise the cap. Pirros may notify Customer’s administrators as usage approaches the Monthly Allotment and the Usage Cap.

11.6 Expansions.

(a) Customer may increase its Monthly Allotment during a Service Term by signing an Expansion. From the start of its Service Term, an Expansion increases the Monthly Allotment by the number of Mira units it states, or to the plan it states.

(b) An Expansion’s Service Term covers a whole number of Monthly Periods, begins at the start of a Monthly Period, and ends on the same date as the Service Term it expands, so that both renew together. Fees for an Expansion are prorated to the number of Monthly Periods in its Service Term.

(c) An Expansion may begin at the start of the Monthly Period in which it is signed. In that case the increased Monthly Allotment applies to the whole of that Monthly Period, and the Mira units consumed in that Monthly Period are measured against the increased Monthly Allotment for purposes of Section 11.5, which may reduce or eliminate overage for that Monthly Period. An Expansion cannot begin before the start of the Monthly Period in which it is signed.

(d) Following an Expansion, the Services under the original Order Form and the Expansion renew together under the terms of those Order Forms.

11.7 Authorized Users. Unless the Order Form states a user limit for the QMS Services, Customer may provision any number of Authorized Users to use the QMS Services at no additional fee, and the user limits and additional fees in Sections 6.2 and 6.4 do not apply to the QMS Services. Each Authorized User must otherwise meet the requirements of Section 6. Where Customer also subscribes to other Services with a stated user limit, that limit continues to apply to those Services.

11.8 Nature of the QMS Services; Customer’s professional responsibility.

(a) A software tool, not professional services. The QMS Services use artificial intelligence to help Customer’s own personnel find potential quality issues in existing Customer Content and create or modify Customer Content. Pirros is a software provider. Pirros is not a licensed architect, engineer, code official, or other design professional; does not provide architectural, engineering, code-compliance, plan-review, or other professional services; and does not enter into a professional relationship with Customer or any third party through the QMS Services.

(b) Output may be wrong. Output is generated by automated systems and may be incomplete, inaccurate, out of date, or inapplicable to Customer’s project. The QMS Services may flag items that are not issues and may fail to flag items that are. Output is provided for Customer’s information and evaluation only.

(c) Customer decides. Customer is solely responsible for reviewing and verifying Output and for deciding whether and how to act on it. The licensed professionals responsible for Customer’s projects retain full and sole responsibility for the design documents, their code compliance, and all professional deliverables, including any deliverable reviewed or modified with the QMS Services. Customer will not treat the QMS Services as a substitute for its own quality assurance and quality control, professional peer review, or any review required by law, contract, or a permitting authority, and will not represent Output to any third party as a professional opinion of Pirros.

(d) No liability for design outcomes. Without limiting Sections 7 and 8, Pirros has no responsibility or liability for errors, omissions, or deficiencies in Customer’s design documents or projects, including any item the QMS Services did not identify or identified incorrectly, or for Customer’s or any third party’s reliance on Output.

(e) Early access and beta features. Features identified in the Services or on the Order Form as early access, beta, or preview are provided as is, may not work as intended, and may be changed or withdrawn. This Section 11.8 applies to them in full.

11.9 Features that modify Customer’s files. Some QMS Services features, including Mira actions initiated through “Send to Mira,” can propose or make changes to Customer’s models, drawings, families, or other files. These features act only when an Authorized User directs them. Proposed changes are presented for review, and Customer is responsible for reviewing, accepting, or rejecting them and for verifying the results in its own files. Customer is responsible for maintaining backups and version control of its files. Pirros is not liable for changes that an Authorized User directs or accepts, or for loss of work that Customer did not back up.

11.10 Customer Content and AI processing.

(a) Confidentiality. Customer Content is Customer Data and Proprietary Information of Customer under Section 3. Pirros uses Customer Content only to provide, secure, support, and improve the Services as permitted by this Agreement.

(b) AI service providers. To provide the QMS Services, Pirros processes Customer Content using third-party artificial intelligence model providers and other sub-processors listed at www.pirros.com/privacy/subprocessors. Pirros engages these providers under terms that prohibit them from using Customer Content to train or improve their models and that require them to keep Customer Content confidential. Pirros may change providers as described on that page.

(c) No training on Customer Content. Notwithstanding Section 3.2, Pirros will not use Customer Content to train or fine-tune generative artificial intelligence models. Pirros may use information about how Authorized Users interact with Output, such as whether an identified issue is accepted, dismissed, or resolved, together with aggregated or de-identified usage information, to evaluate and improve the accuracy of the QMS Services and the Services generally, as permitted by Section 3.2. Pirros will not disclose such information in a form that identifies Customer or its projects.

(d) Retention. Customer Content is retained and deleted in accordance with this Agreement and the Pirros Privacy Policy at www.pirros.com/privacy.

11.11 Codes and standards content. Building code, standards, and similar reference content made available in the QMS Services is provided for reference. Codes and standards vary by jurisdiction and change over time, and the editions and local amendments adopted for a project may differ from the content available in the QMS Services. Customer is responsible for confirming the codes, editions, and amendments that apply to each project. Firm standards that Customer submits for use as review rules are Customer Content.

11.12 Customer responsibilities. Customer represents that it has the rights and consents needed to submit Customer Content to the QMS Services, including content prepared by its consultants, clients, or other third parties, and that doing so does not breach any obligation Customer owes to them. Customer will not use the QMS Services or Output to develop a competing product or to train a machine learning model.

11.13 Security. Pirros maintains an information security program with administrative, technical, and physical safeguards designed to protect Customer Content and has completed a SOC 2 Type 2 examination. Pirros will make its current SOC 2 report available to Customer on request, subject to confidentiality obligations.

11.14 Updates to this Section. Pirros may update this Section 11 by posting a revised version of this Agreement at www.pirros.com/terms, and may update the plan parameters and Mira unit consumption stated in its product documentation. Except as provided in Section 11.3, updates apply to Customer beginning with the next Order Form Customer signs that includes QMS Services or the next renewal of such an Order Form, whichever comes first. Updates to this Section 11 do not affect Order Forms that include only other Services.