Mobile Application Services Agreement

MOBILE APPLICATION SERVICES AGREEMENT

This Mobile Application Services Agreement (the “Agreement”) is entered into by and between the CUSTOMER set forth below (“Customer”) and HOVER INC., with principal offices located at 945 Bryant Street, Suite 300, San Francisco, CA 94103 (“Hover”) is effective on the date it is signed by Hover (“Effective Date”). This cover sheet (the “Cover Sheet”), together with the attached Standard Terms and Conditions and the schedules hereto, set forth the terms under which Hover will perform certain mobile application services for Customer (the “Hover Services”).

A. Hover has developed various software, proprietary technologies and processes (the “Hover Platform”) that includes, without limitation, a mobile application that can generate accurate digital 3D building reconstructions (“Property Models”) and measurement reports on a smartphone (the “Hover App”).

B. Customer desires to have Hover deploy a Customer-branded version of the Hover App (the “Branded App”) to its professional dealers and contractors that can be used to produce Property Models that allow for product renderings and the generation of the type of measurement reports specified below (the “Property Reports”).

SCHEDULE OF SERVICES AND FEES

1. MOBILE APP BRANDING AND CUSTOMIZATION SERVICES : Per Specifications set forth on Attachment I:

NUMBER OF BRANDED APPS: _____ INITIAL FEES (per Branded App): $ 0 (originally $100,000 - waived) SUBSEQUENT CUSTOMIZATION FEES: price to be determined

2. SET UP FEES FOR CUSTOMER APP INFORMATION:

INITIAL LOADING AND CONFIGURATION OF CUSTOMER PRODUCT DATA: $0

FUTURE UPDATES to be agreed upon based upon level of effort 3. TYPE OF PROPERTY REPORTS: Windows and Siding

4. PRICE PER PROPERTY REPORT: $ 34.00* (originally $40)

5. DOWNLOAD SITE Apple App Store

6. OPERATING SYSTEM: Compatible with iOS v. 8.0+

7. ANNUAL MAINTENANCE FEE: $5,000 per Hover App deployed. Payable annually.

* *To be paid directly to Hover by the Pro Users. This reflects promotional pricing for the Property Reports until December 31, 2015. Pricing will revert to standard pricing at the end of the promotional period unless Customer achieves mutually agreed-upon volume targets.

**Payable annually. Waived for first year.

1 THIS COVER SHEET AND THE ATTACHED STANDARD TERMS AND CONDITIONS GOVERNS THE CUSTOMER’S USE OF THE ABOVE SPECIFIED HOVER SERVICES AND CONSTITUTES A BINDING AGREEMENT BETWEEN THE CUSTOMER AND HOVER. THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE SET FORTH BELOW UNLESS OTHERWISE SPECIFIED ON THIS COVER SHEET. CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HAVE THE MEANINGS SET FORTH IN THE ATTACHED STANDARD TERMS AND CONDITIONS.

CUSTOMER INFORMATION:

Bill to: Company Name: Company Contact: ______Contact Phone Number: ______Contact Email: ______Credit Terms: Net 30 for Customer. Pro Users shall purchase Property Reports directly from Hover. Payment Method:

EFFECTIVE DATE: ______, 2015

IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind the parties by signing below

PLYGEM INDUSTRIES HOVER INC. (“CUSTOMER”) By: By:

Name: Name:

Title: Title:

2 HOVER INC. STANDARD TERMS AND CONDITIONS

1. Hover Services. The Hover Services include only those products and services identified on the Cover Sheet, as (a) Customization. Hover shall customize the Branded amended and supplemented from time to time (the “Order App in accordance with the name, logos, and branding of Documentation”). Capitalized terms used herein and not Customer and the other requested customizations set forth on otherwise defined shall have the meanings ascribed to such the Order Documentation (the “Customization Services”). terms in the Order Documentation. (b) Loading and Configuration of Customer App 2. Grant of License. Information. Hover shall input into Branded App the relevant Customer information specified on Attachment I and (a) In General. Subject to the terms and conditions of set forth on the Order Documentation (the “Customer App this Agreement and the payment of all fees set forth on the Information”). Updates and additional sets of Customer App Order Documentation, Hover hereby grants to Customer and Information will be input by Hover if agreed on and for the its Pro Users (as defined below) a limited, revocable, non- fess set forth on the Order Documentation. exclusive, non-sublicensable and non-transferable license to use the Branded App, including, without limitation, the (c) Download Services. Hover shall use ability to order and use Property Reports, in connection with commercially reasonable efforts to deploy and maintain the their own business and not for resale to or reuse by or on Branded App in the download site(s) set forth on the Order behalf of any third party other than as specifically permitted Documentation (the “Download Site”). Hover shall manage by this Agreement. For purposed hereof, “Pro Users” include all updates to and downloads of the Branded App. all employees, dealers, contractors and other persons associated or affiliated with Customer who have been (d) Property Reports. Upon successful upload of the authorized by Customer to use the Hover Services. required photos, images and other information captured or collected by the Branded App, including, without limitation, (b) Restrictions. Other than the limited license granted geospatial and other metadata embedded in therein hereby, Customer and its Pro Users have no other right, title (“Images”), Hover will build a Property Model and generate or interest in the Hover Platform, the Branded App or the Property Report containing the requested drawings, Hover Services. Any rights not expressly granted to measurements and structures set forth on the Order Customer or its Pro Users are fully reserved by Hover and no Documentation (collectively, with the Images, the “Hover such rights are conferred by estoppel, operation of law, Data”). Pro Users shall be able to purchase a copy of the implication or otherwise. Customer and its Pro Users shall Property Report for the fee set forth on the Order not (i) decompile, reverse engineer, disassemble, attempt to Documentation. A Property Report in PDF format shall be derive the source code of, or decrypt the Branded App; (ii) emailed to the applicable Pro User together with the link to make any modification, adaptation, improvement, the Property Model, which shall be made available for enhancement, translation or derivative work from the Hover viewing through the Branded App and supported web Services; or (iii) remove, alter or obscure any proprietary browsers. notice (including any notice of copyright or trademark) of Hover, or otherwise obscure or modify the manner in which the Hover Services are displayed or presented. Customer and 4. Customer Responsibilities its Pro Users may not use the Hover Services, or use any process to use or compile any information or data contained therein in a manner that it can be used by or will become (a) Customer Product Data. All Customer Product usable as a product or service for any other offering taking Data shall be in the format set forth in the Specifications. advantage of or exploiting in any way the Hover Services. (b) Marketing. Customer shall use commercially (c) Hover Terms of Use. Pro Users shall be required reasonable efforts to advertise and promote the Branded App to accept Hover’s applicable Terms and Conditions of Use in to potential Pro Users as set forth on Attachment II. connection with their download of the Branded App and the use of the Hover Services. 5. Fees.

(d) Trademarks. Neither party grants the other party (a) In General. The fees and other charges of Hover any rights to use its trademarks, service marks, or other for the Hover Services are set forth on the Order proprietary symbols or designations (“Marks”), provided that Documentation. All pricing is in U.S. dollars. during the Term, Hover is hereby granted a license to use Customer’s Marks in connection with the Hover Services to (b) Taxes. The fees set forth on the Order be provided for Customer. Documentation are exclusive of all federal, state, municipal, or other government excise, sales, use, value-added, gross 3. Hover Responsibilities. During the term of this receipts, personal property, occupational, or other taxes now Agreement, Hover shall provide the following services in in force or enacted in the future, and Customer shall pay any connection with the creation and operation of the Hover such tax (excluding taxes on Hover’s net income) that Hover Services in accordance with, subject to the ordering of such may be required to collect or pay now or at any time in the services and payment of fees set forth on the Order future with respect to such fees. Documentation: 3 (c) Payment. Payment of the amounts due to Hover (ii) Exceptions. The foregoing warranty shall be made in accordance with the payment method and shall not apply to infringement caused by (A) Customer’s credit terms set forth on the Order Documentation. Any modification or use of the Hover Services other than as amount not paid within thirty (30) days following Hover’s contemplated by the Agreement; (B) Customer’s failure to invoice shall bear a finance charge at the rate of 1½% per use corrections or enhancements made available by Hover to month. the extent that such corrections or enhancements would make the Hover Services non-infringing; or (C) the inclusion in the Customization Services or Specifications, information or Changes. Following the expiration of the Initial (d) functionality specifically requested by Customer or a third Term, Hover shall be entitled to change the pricing for the party acting for Customer. various Hover Services at any time upon at least sixty (60) days prior written notice to Customer. (e) No Other Warranties; Limitation of Liability. EXCEPT FOR THE WARRANTIES SET FORTH IN Warranties; Indemnification. 6. SECTIONS 6(c), 6(d) AND 6(e), THE HOVER SERVICES ARE PROVIDED "AS IS," AND CUSTOMER AND ITS (a) Customer Warranties. Customer represents and PRO USERS AGREE TO USE THEM AT THEIR OWN warrants to Hover that it has full power, right and authority to RISK. HOVER MAKES NO GUARANTEES, enter into and carry out its obligations and grant the rights REPRESENTATIONS OR WARRANTIES OF ANY KIND, and licenses under this Agreement and that this Agreement EXPRESS OR IMPLIED, ARISING BY LAW OR constitutes a valid and binding obligation of the Customer, OTHERWISE, INCLUDING BUT NOT LIMITED TO, enforceable against Customer in accordance with its terms. CONTENT, QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, FITNESS FOR A (b) Indemnification. Customer hereby agrees to PARTICULAR PURPOSE, USEFULNESS, USE OR defend and indemnify Hover against, and hold Hover RESULTS TO BE OBTAINED FROM THE HOVER harmless from, any loss, claim, cost, judgment, liability or SERVICES. HOVER (INCLUDING ITS LICENSEES, expense (collectively, “Claims“), including court costs and ASSIGNEES, SUBSIDIARIES, AFFILIATES, AND THE reasonable fees of attorneys and other professionals, arising RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, out of or in connection with any third party Claim arising SHAREHOLDERS AND REPRESENTATIVES) SHALL from (i) a breach of this Agreement or any of the covenants NOT BE LIABLE TO CUSTOMER OR ITS USERS IN contained herein by Customer or (ii) any of Customer’s RESPECT OF ANY CLAIM, DEMAND OR ACTION, products and services. IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION, ALLEGING ANY (c) Limited Performance Warranty. Hover warrants LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR that the Hover Services will be provided, in all material POSSESSION OF THE HOVER SERVICES, OR FOR respects, in accordance with the Specifications set forth in the ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR Order Documentation (the “Specifications”). In the event SAVINGS, OR ANY OTHER DIRECT, INDIRECT, Customer believes that Hover is in violation of this limited INCIDENTAL, SPECIAL OR CONSEQUENTIAL performance warranty, Customer shall notify Hover and DAMAGES ARISING OUT OF CUSTOMER’S OR ANY Hover shall use reasonable commercial efforts to correct any USER’S USE OF OR INABILITY TO USE THE HOVER error or defect. SERVICES, ANY DEFECT OR ERROR IN ANY HOVER SERVICES, OR ANY BREACH OF THIS AGREEMENT, (d) Warranty of Non-Infringement. WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY. IN THE EVENT OF A (i) In General. Hover warrants that use of MATERIAL ERROR IN ANY PROPERTY MODEL, the Hover Services as anticipated by this Agreement will not PROPERTY REPORT OR ESTIMATION REPORT, infringe on the rights of any third party. If a claim is made CUSTOMER’S SOLE REMEDY WILL BE A REFUND OF that the use of the Hover Services infringes on the rights of a THE FEES PAID TO OBTAIN THE PROPERTY MODEL, third party, then Hover will, at its sole expense and as PROPERTY REPORT OR ESTIMATION REPORT. Customer’s sole remedy, defend against such claim and pay any final judgment against Customer, provided that Customer 7. Confidentiality; Injunctive Relief. promptly notifies Hover of any such claim in writing and Hover is given sole control over the defense and settlement of (a) Confidentiality. such claim. Hover may, without the knowledge or consent of Customer, agree to any resolution of the dispute that does not require on the part of Customer a payment or an admission of (i) Included Information. For purposes of wrongdoing. Without limiting the preceding sentence, Hover this Agreement, the term “Confidential Information” means may (A) seek to obtain through negotiation the right of all confidential and proprietary information of a party, Customer to continue using the Hover Services; (B) rework including but not limited to (A) business and marketing the Hover Services so as to make them non-infringing; or (C) plans, and (B) all technical information and documentation replace the Hover Services, as long as the reworked or provided by Hover with respect to the Hover Platform or the replacement Hover Services does not result in a material Hover Services. adverse change in the operational characteristics of the Hover Services. If none of these alternatives is reasonably available (ii) Excluded Information. For purposes of in Hover’s sole discretion, Hover may terminate this this Agreement, the term “confidential and proprietary Agreement. information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) 4 information known to the public through no wrongful act of Data and all intellectual property rights associated therewith. the recipient. Any suggestions, ideas and other technology developed in connection with this Agreement or in connection with any (iii) Confidentiality Obligations. During the Customization Services or Specifications which is created by Term and at all times thereafter, neither party shall disclose Hover, jointly created by the parties pursuant to this Confidential Information of the other party or use such Agreement or created by Customer as a direct result of Confidential Information for any purpose other than in Customer activities relating to this Agreement, shall be furtherance of this Agreement. Without limiting the owned by Hover. Hover shall have the exclusive right to preceding sentence, each party shall use at least the same apply for or register any patents, mask work rights, degree of care in safeguarding the other party’s Confidential copyrights, and such other proprietary rights protections with Information as it uses to safeguard its own Confidential respect thereto. Customer shall execute such documents, Information. Notwithstanding the foregoing a party may render such assistance, and take such other actions as Hover disclose Confidential Information (i) if required to do by may reasonably request, at Hover’s expense, to apply for, legal process (i.e., by a subpoena), provided that such party register, perfect, confirm and protect Hover’s rights in any shall notify the other party prior to such disclosure so that intellectual property hereunder. such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental 10. Relationship of Parties. Each party will be and authority as required in the operation of such party’s act as an independent contractor and not as an agent or business. partner of, joint venturer with the other party for any purpose related to this Agreement or the transactions contemplated (b) Injunctive Relief. The parties acknowledge that a hereunder, and neither party will by virtue of this Agreement breach of this Section 7 will cause the damaged party great have any right, power or authority to act or create any and irreparable injury and damage, which cannot be obligation, expressed or implied, on behalf of the other party. reasonably or adequately compensated by money damages. Accordingly, each party acknowledges that the remedies of 11. Assignment. This Agreement and all rights and injunction and specific performance shall be available in the obligations may not be assigned in whole or in part by either event of such a breach, in addition to money damages or party without the prior written consent of the other, except other legal or equitable remedies. the rights and obligations of Hover may be assigned to an affiliate or to another entity in connection with a 8. Term. reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting (a) Duration. The initial term of this Agreement shall securities and/or assets of Hover. be one (1) year from the Effective Date set forth on the Order Documentation, unless earlier terminated by any party in 12. Notices. All notices required or permitted under accordance with the terms hereof (the “Initial Term”); this Agreement will be in writing and will be deemed provided that unless written notice of non-renewal is received when (a) delivered personally; (b) when sent by provided by Customer or Hover at least thirty (30) days prior confirmed facsimile; (c) three (3) days after having been sent to the end of the Initial Term or the end of any Renewal by registered or certified mail, return receipt requested, Term, the Agreement will automatically renew in twelve postage prepaid (or six (6) days for international mail); or (d) month increments (each a “Renewal Term”) (the Initial Term one (1) day after deposit with a commercial express courier together with any Renewal Terms, collectively the “Term”). specifying next day delivery or, for international courier Either party may terminate this Agreement (i) immediately if packages, two (2) days after deposit with a commercial the other party becomes the subject of a petition in express courier specifying 2-day delivery, with written bankruptcy or any other proceeding relating to insolvency, verification of receipt. All communications will be sent to receivership, liquidation or assignment for the benefit of the persons identified on the signature page or to such other creditors, (ii) upon thirty (30) days written notice to the other address as may be designated by a party by giving written party if a material breach occurs and if such breach remains notice to the other party in the case of Hover, to the address uncured at the expiration of such period, or (iii) upon ninety set forth on the signature page, and in the case of Customer, (90) days’ written notice for any reason. If this Agreement is to its current Billing Address, or such other address as may terminated by Hover in accordance with this Section, be provided in accordance herewith from time to time. Customer will pay any unpaid fees incurred under this Agreement. In no event will termination relieve Customer of 13. Miscellaneous. its obligation to pay any fees payable to Hover for the period prior to the effective date of termination. The sections of this Neither party will incur any liability to the other on Agreement which by their nature are intended to survive shall (a) survive any termination or expiration of this Agreement, account of any loss or damage resulting from any delay or including without limitation the provisions relating to license failure to perform all or any part of this Agreement if such and use restrictions, intellectual property rights, limitations of delay or failure is caused, in whole or in part, by events, liability and confidentiality, which shall specifically survive occurrences, or causes beyond its control and without termination of this Agreement. negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquakes, fire and (b) Effect of Termination. Upon any termination of explosions, but the ability to meet financial obligations is this Agreement, the right to use the Hover Services shall expressly excluded. terminate. (b) Any waiver of the provisions of this Agreement or 9. Intellectual Property. Hover is the exclusive of a party’s rights or remedies under this Agreement must be owner of the Hover Platform, the Hover Services, the Hover in writing to be effective. Failure, neglect or delay by a party 5 to enforce the provisions of this Agreement or its rights or Customer’s business shall be subject to the review and remedies at any time will not be construed to be deemed a consent of Customer. waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of (h) This Agreement may be executed in counterparts, this Agreement or prejudice such party’s right to take including by .pdf format, each of which so executed will be subsequent action. deemed to be an original and such counterparts together will constitute one and the same Agreement. (c) If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable (i) This Agreement will be interpreted and construed to any extent, the parties shall endeavor in good faith to agree pursuant to the laws of the State of California and the United to such amendments that will preserve, as far as possible, the States without regard to conflict of laws provisions thereof, intentions expressed in this Agreement. If the parties fail to and without regard to the United Nations Convention on the agree on such an amendment, such invalid term, condition or International Sale of Goods. Any legal action or proceeding provision will be severed from the remaining terms, relating to this Agreement shall be instituted in a state or conditions and provisions, which will continue to be valid federal court in San Francisco County California. Hover and and enforceable to the fullest extent permitted by law. Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such action or (d) This Agreement contains the entire agreement of proceeding. In the event of a dispute arising under this the parties with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover Agreement and supersedes all previous communications, reasonable attorneys fees and costs, provided that if a party proposals, representations, understandings and agreements, prevails only in part the court shall award fees and costs in either oral or written, between the parties with respect to said accordance with the relative success of each party. subject matter. No employee, agent, representative or affiliate of Hover has authority to bind Hover to any oral (j) The parties agree to waive any future challenge to representations or warranty concerning any Hover products the validity and enforceability of any document submitted or services. Any written representation or warranty not hereunder on the grounds that it was electronically expressly contained in this Agreement is unenforceable. transmitted and/or authorized.

(e) No terms, provisions or conditions of any (k) The provisions of this Agreement allocate the risks purchase order, acknowledgement or other business form that between Hover and Customer. Customer’s pricing reflects Customer may use in connection with the acquisition or this allocation of risk and the limitation of liability specified licensing of the Hover Services will have any effect on the in this Agreement. rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Hover to The language of this Agreement shall be construed object to such terms, provisions, or conditions. (l) in accordance with its fair meaning and not for or against any party. The parties acknowledge that each party and its (f) Customer agrees that Hover may use Customer’s counsel have reviewed and had the opportunity to participate name and may disclose that Customer is a Customer of in the drafting of this Agreement and, accordingly, that the Hover’s products in Hover’s standard advertising, press, rule of construction that would resolve ambiguities in favor promotion and similar public disclosure with respect to the of non-drafting parties shall not apply to the interpretation of Hover Platform; provided, however that any such public this Agreement. disclosure shall not indicate that Customer in any way endorses any of Hover’s products or services without prior This Agreement is made for the sole benefit of the written permission from Customer. (m) parties. No other persons shall have any rights or remedies by reason of this Agreement against any of the parties or shall be (g) Customer agrees to serve as the subject of a case considered to be third party beneficiaries of this Agreement study created by Hover that analyzes the implementation and in any way. results of utilization of the Hover Services. The case study will use the name of Customer and will include appropriate All section and paragraph titles and captions direct testimonials from the business and technical employees (n) of Customer who participated in implementing and using the contained in this Agreement are for convenience only and are Hover Services. The content of any case study relating to not deemed a part of the context hereof.

6 ATTACHMENT I

MOBILE APP BRANDING AND CUSTOMIZATION SERVICES

1. App customized to Customer corporate identity (colors and logos).

2. Customer siding product names/colors integrated into 3D visualization feature.

3. Customer-branded finished Property Report.

7 ATTACHMENT II CUSTOMER MARKETING SUPPORT

The following outlines the various promotional commitments to be fulfilled by Customer in marketing of the Branded App to drive downloads:

Customer Website ● Make link to Branded App Download available to PLYGEM dealers and representatives CRM ● Customer email distribution(s) to dealers and representatives.