ELA Master Subscription Agreement (Enterprise Terms of Service)

Effective Date: September 1st, 2025

Provider: Elite Group Industries, a Hong Kong subsidiary fully owned by Building Solutions Limited, a company incorporated under the laws of Cayman Island with registered office at Canon Place, Suite 102, PO Box 712, George Town Grand Cayman, KY1-9006, Cayman Islands. ("ELA," "Provider," "we," "our").

This Master Subscription Agreement ("Agreement") governs Customer’s access to and use of the ELA software-as-a-service platform and related services ("Service").

Definitions

• "Customer Data" means any data, content, or materials provided or submitted by Customer to the Service.
• "Order Form" means a document executed by the parties specifying subscription term, fees, number of users, and other commercial terms.
• "Subscription Term" means the period of authorized use specified in the Order Form.

Grant of Rights

• License. Subject to payment of applicable Fees, Provider grants Customer a limited, non-exclusive, non-transferable, worldwide right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes.
• Restrictions. Customer shall not:
  • reproduce, modify, or create derivative works of the Service.
  • attempt to reverse engineer, decompile, or otherwise extract source code.
  • use the Service for competitive benchmarking or to build a competing product.
  • sublicense, resell, or share access except as expressly permitted.

Customer Responsibilities

• Maintain confidentiality of login credentials.
• Ensure that users comply with this Agreement.
• Be responsible for accuracy, quality, and legality of Customer Data.

Fees and Payment

• Fees are invoiced as set forth in the Order Form and payable in advance of invoice date.
• Late payments may accrue interest at [1.5%] per month or the maximum rate allowed by law. Plus an administrative fee of $50 for each credit card charge rejections.
• Fees are non-cancellable and non-refundable except as expressly provided.

Data and Security

• Ownership: Customer retains all rights in Customer Data.
• Use: Provider will process Customer Data only to provide and improve the Service.
• Security: Provider will implement and maintain industry-standard administrative, physical, and technical safeguards.

Confidentiality

• Each party will protect the other party’s Confidential Information with the same degree of care it uses to protect its own similar information, but no less than reasonable care.

Intellectual Property

• All rights, title, and interest in and to the Service, including any enhancements or modifications, remain with Provider and its licensors.

Warranties and Disclaimers

• Provider warrants that the Service will perform materially in accordance with its documentation.
• EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification

• Each party will indemnify and hold harmless the other from third-party claims arising from (a) breach of this Agreement, or (b) violation of law.

Limitation of Liability

• Provider’s aggregate liability is limited to the Fees paid by Customer in the twelve (12) months preceding the claim.
• Neither party is liable for indirect, consequential, or punitive damages.

Term and Termination

• Agreement continues for the Subscription Term unless terminated earlier.
• Either party may terminate for material breach not cured within 30 days of notice.
• Upon termination, Customer shall cease use, and Provider will provide data export capabilities for 30 days.

Governing Law and Dispute Resolution

• This Agreement is governed by the laws of Hong Kong.
• Any dispute shall be finally resolved by arbitration administered by HKIAC in Hong Kong under its rules. The language of arbitration shall be English.

Entire Agreement and Amendments

• This Agreement, together with all Order Forms, constitutes the entire agreement between the parties. Any amendment must be in writing and signed by authorized representatives.