Master Services Agreement

1. Services & Authorized Users

1.1 Provision of Services

Subject to the terms of this Agreement, the applicable Order Form, and Customer's timely payment of all fees, Allocent grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal investor relations purposes during the Term.

1.2 Authorized Users

Customer may authorize its employees, affiliates, and contractors acting on its behalf to access and use the Services ("Users"). Customer remains responsible for all Users' compliance with this Agreement and for maintaining the confidentiality of all access credentials. Customer will designate an administrative contact responsible for managing the account.

1.3 Products

Allocent offers the following products, each licensed separately and selected in an Order Form: (a) Investor Identification, which resolves anonymous visitors on Customer's IR website to named individuals, enriches and verifies their contact detail, matches and scores contact lists Customer uploads, attributes visits to Customer's tracked campaign links, and scores and prioritizes them, and which includes a monthly allowance of phone lookups as stated in the Order Form and Shareholder Intelligence (NOBO and Transfer Agent analysis) at no additional charge; (b) Investor Intent Audiences, which delivers audiences of investors researching Customer's sector, peers, or catalysts, refreshed on the cadence stated in the Order Form; and (c) Managed Campaigns, under which Allocent plans, builds, and manages campaigns that reach investors through channels such as paid media, investor email, gifting, and events. Every engagement begins with onboarding. Customer may license any single product, and no product is bundled with another by requirement.

1.4 Service Scope

The specific products, packages, fees, and contract term applicable to Customer are defined in the applicable Order Form. The scope of services described in the Order Form cannot be reduced prior to the end of the then-current Initial Service Term or any Renewal Term, regardless of Customer's usage level or changes in Customer's business.

1.5 Package Changes

Customer may move to a higher package or add a product at any time. The resulting fee increase is prorated across the remainder of the then-current Term and invoiced when the change takes effect. Reductions in package, and removal of a product, take effect only at the start of the next Renewal Term, subject to the notice period in Section 5.1.

1.6 Service Changes

Allocent may update, improve, or modify the Services at any time. Allocent will provide reasonable advance notice of any changes that materially reduce the functionality of the Services as described in the Order Form.

1.7 Service Levels

Service level commitments, including any uptime commitment, apply only where expressly stated in an Order Form.

2. Restrictions & Customer Responsibilities

2.1 Security

Customer and its Users are responsible for (a) maintaining the security of their accounts, passwords, and credentials, and (b) all uses of their accounts, with or without Customer's knowledge or consent, except where unauthorized access results directly from Allocent's failure to secure its own systems.

2.2 Restrictions

Customer will not, directly or indirectly:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of any portion of the Services
2. Copy, modify, translate, or create derivative works based on any portion of the Services
3. Sell, rent, lease, sublicense, pledge, assign, or use the Services for the benefit of any third party
4. Remove any proprietary notices or labels contained in the Services
5. Use the Services for any fraudulent, unlawful, or deceptive purpose, or in violation of any third party's proprietary or contractual rights
6. Use the Services to build any product or service competitive with the Services, or to replicate ideas, features, or functions of the Services
7. Interfere with or disrupt the proper working of the Services or any other customer's use of the Services
8. Bypass, circumvent, or attempt to circumvent any access controls or security measures of the Services
9. Access any portion of the Services for benchmarking, comparative, or competitive intelligence purposes

2.3 Customer Data

Customer represents and warrants that it has all rights, power, and authority necessary to collect, share, and process any data, information, or materials, including personal data of investors and shareholders, that Customer provides to Allocent or that is collected through the Services on Customer's IR website ("Customer Data"). Customer is solely responsible for the accuracy, quality, and legality of all Customer Data.

Customer grants Allocent a worldwide, non-exclusive, royalty-free license to host, process, transmit, and use Customer Data solely as necessary to provide the Services. Allocent will not sell, disclose, or share Customer Data with any third party except as necessary to deliver the Services or as required by law.

2.4 NOBO and Transfer Agent Data

Customer may upload NOBO (Non-Objecting Beneficial Owner) lists and Transfer Agent documents to the platform. Customer represents and warrants that it has the right to upload and process such data and that doing so complies with all applicable laws, including any rules of the applicable securities exchange or transfer agent. Allocent will process such documents in an isolated environment, will not retain raw uploaded documents after parsing, and will not use parsed shareholder data for any purpose outside of providing the Services to Customer. Allocent will not transmit NOBO or Transfer Agent data to any Data Provider (as defined in Section 2.8).

2.5 Pixel Installation and Website Disclosures

Customer agrees to install and maintain the Allocent tracking pixel on its IR website as directed by Allocent. Before the pixel is activated, and for as long as it remains installed, Customer will clearly and conspicuously maintain on each website where the pixel is deployed a privacy notice that: (a) complies with all applicable privacy laws; (b) accurately describes how visitor data, including online behavioral data, is collected, used, and shared by Customer and its data partners to deliver the Services; and (c) gives visitors a way to opt out, including a link to https://allocent.ai/opt-out, or any replacement link Allocent designates in writing. Customer will also display a consent banner to every visitor and will configure the pixel so that it does not activate for a visitor until that visitor has affirmatively consented, unless Allocent agrees otherwise in writing, and will maintain any "Your Privacy Choices," "Do Not Sell or Share," or similar link that applicable law requires. Allocent will make a consent script available to Customer on request.

Allocent will provide suggested disclosure language. That language is advisory only and is not legal advice; Customer remains solely responsible for the sufficiency of its notices and for obtaining any consent required by law. Customer will not deploy the pixel on any website whose visitor data is subject to HIPAA, the Gramm-Leach-Bliley Act, or COPPA, or on any website directed to children.

2.6 Third-Party Platforms

The Services may operate in connection with third-party platforms, including advertising platforms (such as Meta, Google, LinkedIn, and Microsoft Advertising), CRM systems, and email infrastructure providers ("Third-Party Platforms"). Customer's use of Third-Party Platforms is governed by the respective provider's terms and policies. Allocent has no liability for the operation, availability, or policies of any Third-Party Platform. By enabling use of a Third-Party Platform in connection with the Services, Customer authorizes Allocent to access and exchange Customer Data with that platform on Customer's behalf, to the extent necessary to deliver the Services.

2.7 Intent Audience Data

Intent audiences and associated records delivered under the Services are licensed to Customer during the Term solely for activation through the Services and Third-Party Platforms in connection with Customer's own investor relations activities. Customer will not resell, redistribute, sublicense, or disclose such audiences, or any functionally equivalent version of them, to any third party other than platforms used for activation, will not access or use them on behalf of any other person or entity, will not use them to build or enrich a separate database, and will cease all use upon expiration or termination of the applicable Order Form.

2.8 Third-Party Data Providers

Certain Services, including investor identification and intent audiences, incorporate data and technology licensed to Allocent by third-party data providers ("Data Providers," and such data, "Third-Party Data"). Customer acknowledges that: (a) Third-Party Data is supplied by Data Providers on an "as is" basis, and Allocent does not warrant its accuracy, completeness, match rates, or continued availability; (b) Data Providers act as independent controllers or businesses with respect to data they collect through the pixel, as described in the Privacy Policy; and (c) Allocent may add, replace, or discontinue Data Providers at any time.

If a Data Provider becomes unavailable, Allocent will use commercially reasonable efforts to restore substantially similar functionality, and that unavailability will not constitute a breach of this Agreement by Allocent. Notwithstanding Sections 4.7 and 5.2, if Allocent does not restore substantially similar functionality within sixty (60) days, Customer may terminate the affected Service on written notice and, as its sole and exclusive remedy, receive a pro rata refund of prepaid Fees for that Service covering the period after termination.

2.9 Data Provider Terms

Customer's use of the Services and of all Third-Party Data is subject to the Data Provider Terms in Schedule A, which are incorporated into this Agreement and bind Customer and its Users. Allocent may update Schedule A by written notice where a Data Provider changes the terms on which it licenses data to Allocent; updates take effect on the date stated in the notice, which will be at least thirty (30) days after the notice unless the Data Provider requires an earlier date.

Allocent may immediately suspend Customer's access to any Third-Party Data if a Data Provider requires it or if Allocent reasonably suspects a breach of Schedule A. Following a breach, and on written demand from Allocent or a Data Provider, Customer will cease all use of the affected Third-Party Data. A suspension resulting from Customer's breach does not relieve Customer of its obligation to pay Fees. Each Data Provider is an intended third-party beneficiary of Schedule A and may enforce it directly against Customer.

2.10 Uploaded Contact Lists

Customer may upload contact lists to the platform, such as roadshow and conference meeting lists, event and webinar attendee lists, lists of people who engaged with Customer on LinkedIn, and exports from Customer's CRM. Uploaded contact lists are Customer Data. Customer represents and warrants that it has the right to upload and process each list and that doing so complies with applicable law and with any terms under which Customer obtained it. Allocent will use uploaded contact lists only to match, score, and prioritize investors within Customer's account, will not store the uploaded file, and will retain the rows only for the Term so they can be reviewed or undone. Uploaded contact lists are included in the subscription and do not count toward the Monthly Allowance of identifications.

2.11 Outreach Compliance

Customer is solely responsible for its calls, texts, emails, and other outreach to investors, including outreach using any email address or phone number obtained through the Services, and for complying with all laws that apply to it, including the US Telephone Consumer Protection Act, Do Not Call registries, the CAN-SPAM Act, and applicable data protection laws. Allocent does not scrub phone numbers against Do Not Call registries.

2.12 Confidence Levels

The Services show a confidence level and a source for contact records and may withhold email addresses that fail a deliverability check or appear to belong to a former employer. Confidence levels and source labels are Allocent's assessment of a record based on the data available to it and are not a warranty that any record is accurate or complete.

3. Confidentiality & Intellectual Property

3.1 Confidentiality

Each party ("Receiving Party") may receive non-public, proprietary, or commercially sensitive information from the other party ("Disclosing Party") in connection with this Agreement ("Confidential Information"). Allocent's Confidential Information includes non-public information about the Services, technology, scoring models, and business operations. Customer's Confidential Information includes Customer Data and business information shared in connection with the Services.

The Receiving Party agrees not to (a) use Confidential Information for any purpose outside this Agreement, or (b) disclose Confidential Information to any person other than those who need access to perform obligations under this Agreement and who are bound by confidentiality obligations at least as protective as those herein. These obligations survive for five (5) years following disclosure.

These obligations do not apply to information that: (i) is or becomes publicly available without breach by the Receiving Party; (ii) was already known to the Receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is disclosed by a third party without restriction. If compelled by law to disclose, the Receiving Party will provide reasonable prior notice to the Disclosing Party to allow it to seek a protective order.

3.2 Ownership

Customer owns and retains all right, title, and interest in and to Customer Data. Customer Data does not include Third-Party Data: identities, contact details, intent audiences, and other records supplied by Data Providers remain the property of Allocent or the applicable Data Provider and are licensed to Customer under this Agreement and Schedule A. Identification records delivered to Customer during the Term may be retained and used after the Term solely as permitted by Schedule A; intent audiences are governed by Section 2.7. Allocent owns and retains all right, title, and interest in and to: (a) the Services and all improvements, enhancements, and modifications thereto; (b) all software, algorithms, scoring models, data infrastructure, and technology developed or used by Allocent in connection with the Services; and (c) all intellectual property rights in (a) and (b). No rights or licenses are granted to Customer except as expressly set forth in this Agreement.

3.3 Usage Data

Allocent may compile statistical and aggregated information related to the performance and use of the Services ("Usage Data"), provided that such Usage Data is anonymized and cannot be reidentified to Customer or any individual. Allocent may use Usage Data during and after the Term to operate, improve, and develop the Services. Usage Data excludes all Customer Data.

3.4 Feedback

Customer may voluntarily provide Allocent with suggestions, comments, or ideas regarding the Services ("Feedback"). Customer grants Allocent an unrestricted, irrevocable, perpetual, royalty-free license to use any Feedback in connection with the Services. Customer is not obligated to provide Feedback, and no Feedback constitutes Customer Confidential Information.

4. Fees, Payment & Onboarding

4.1 Fees

Customer will pay Allocent the fees described in the applicable Order Form ("Fees"). Subscription fees for each product are invoiced annually in advance, in full upon execution of the Order Form and at the start of each Renewal Term, unless the Order Form specifies an alternative billing schedule under Section 4.2.

4.2 Billing Schedules

Annual billing in advance is the listed rate. Where stated in the Order Form, Customer may elect semi-annual billing at a five percent (5%) premium, or quarterly billing at a ten percent (10%) premium, to the annual subscription fees. An alternative billing schedule changes only the timing of invoices and does not reduce Customer's obligation to pay all Fees for the full Term.

4.3 Onboarding Fee

Each engagement begins with a one-time onboarding fee as set forth in the Order Form, invoiced alongside the first subscription invoice and due upon execution. Onboarding covers discovery and investor profile definition, script deployment and domain authorization, scoring model configuration, advertising platform integration and campaign link tracking, audience architecture, tracking validation, the initial campaign build where Managed Campaigns are licensed, and team training with a thirty (30) day tuning window. The onboarding fee is non-refundable once Allocent begins onboarding work.

4.4 Payment Terms

Full payment for undisputed invoices is due within thirty (30) days of Customer's receipt of each invoice. Overdue undisputed amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, plus all reasonable costs of collection. Customer is responsible for all applicable taxes, including sales, use, and VAT, associated with the Services, other than taxes based on Allocent's net income.

4.5 Identifications

Where Customer licenses Investor Identification, the Order Form specifies a monthly allowance of identifications ("Monthly Allowance") and a rate for identifications in excess of it ("Additional Rate"). One identification is one unique visitor resolved to a named individual during a calendar month. Repeat visits by the same individual within the same calendar month are not counted again, and traffic that Allocent cannot identify is not counted. Monthly Allowances reset at the start of each calendar month, and unused identifications do not carry forward. Identifications in excess of the Monthly Allowance are billed at the Additional Rate based on actual usage, invoiced quarterly in arrears within fifteen (15) days following the close of each calendar quarter, and payable within thirty (30) days of the invoice date. Allocent will provide a usage report with each quarterly invoice, and Customer may view usage at any time in the portal.

4.6 Media Spend & Campaign Costs

Advertising spend is billed directly to Customer's own advertising accounts. Allocent does not front, hold, invoice, or mark up media, and Managed Campaigns fees are flat fees that are not calculated as a percentage of spend. The minimum and maximum monthly advertising spend supported under the Managed Campaigns fee are stated in the Order Form, and engagements above the stated maximum will be quoted separately. Third-party costs of other campaign channels, including gifts, shipping, event venues, sponsorships, travel, and list or data fees, are not included in the Fees, require Customer's prior written approval, and are either paid directly by Customer or invoiced to Customer at cost.

4.7 No Refunds

All fees paid are non-refundable. This includes the onboarding fee, subscription fees, and any prepaid amounts. Termination of this Agreement by either party for any reason does not entitle Customer to a refund of any fees paid or relieve Customer of any unpaid fee obligations for the remainder of the then-current Term, except as expressly provided in Section 5.3.

4.8 Phone Lookups

Where Customer licenses Investor Identification, the Order Form specifies a monthly allowance of phone lookups and a rate for phone numbers found in excess of it. A phone lookup is charged, and counts toward the allowance, only when it returns a phone number that was not already on the contact's record; a lookup that returns no new number is never charged; phone numbers from Customer's uploaded lists, from investors' own form submissions, and from website identification never count. The allowance resets at the start of each calendar month and does not carry forward. Phone numbers found in excess of the allowance are billed at the stated rate based on actual usage, invoiced quarterly in arrears on the same terms as additional identifications under Section 4.5.

5. Term & Termination

5.1 Term

This Agreement begins on the Effective Date stated in the Order Form and continues until terminated in accordance with this Section. Each Order Form has an initial term as specified therein ("Initial Service Term"). Upon expiration of the Initial Service Term, the Order Form automatically renews for successive periods of the same duration ("Renewal Term," and together with the Initial Service Term, the "Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.

5.2 No Early Termination

There is no termination for convenience under this Agreement. Customer may not exit the Agreement prior to the end of the then-current Term. Customer remains fully obligated for all Fees for the entire Term regardless of usage, changes in Customer's business, personnel changes, or any other circumstance. The binding nature of the Term is a material inducement to Allocent's provision of the Services, including the non-refundable onboarding investment made at the start of the engagement.

5.3 Termination for Cause

Either party may terminate this Agreement or any Order Form for cause: (a) upon thirty (30) days' written notice if the other party materially breaches this Agreement and such breach remains uncured at the end of that notice period; or (b) immediately if the other party becomes subject to a petition in bankruptcy, insolvency proceeding, receivership, liquidation, or assignment for the benefit of creditors.

If Customer terminates for cause under (a) above and Allocent's breach is confirmed, Allocent will refund any prepaid Fees covering the unused remainder of the Term after the effective termination date, excluding the onboarding fee. If Allocent terminates for cause due to Customer's breach, all remaining Fees for the Term become immediately due and payable.

5.4 Effect of Termination

Upon termination or expiration, Customer's right to access the Services immediately ceases. Within thirty (30) days following termination, Allocent will provide Customer with a reasonable opportunity to export Customer Data. After that period, Allocent may delete Customer Data from its systems. Sections that by their nature should survive, including payment obligations, confidentiality, IP ownership, warranty disclaimers, indemnification, and limitation of liability, will survive termination.

6. Data, Privacy & Security

6.1 Privacy Policy

Allocent's collection and use of personal data in connection with the Services is governed by Allocent's Privacy Policy, available at allocent.ai/allocent-privacy, which is incorporated into this Agreement by reference. If the parties execute a separate Data Processing Addendum ("DPA"), that DPA is also incorporated herein by reference to the extent Customer provides personal data subject to applicable data protection laws.

6.2 Security Controls

Allocent will implement and maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Such safeguards will be appropriate to the nature and sensitivity of the data processed. Allocent will not process Customer Data except as necessary to perform its obligations under this Agreement.

6.3 Security Breach

If either party becomes aware of any unauthorized access to or use of Customer Data (a "Security Breach"), that party will promptly notify the other party in writing. Each party will take reasonable steps to mitigate any harm and prevent further unauthorized access, and will keep the other party reasonably informed of all material developments related to the Security Breach.

6.4 Data Return and Deletion

Upon written request at any time, or within thirty (30) days following termination or expiration of this Agreement, Allocent will return or destroy Customer Data in its possession. Upon Customer's written request, Allocent will certify such return or destruction. NOBO and Transfer Agent documents uploaded to the platform are deleted after parsing and are not retained in raw form.

7. Advertising Spend & Third-Party Platforms

7.1 Customer-Owned Ad Accounts

Advertising spend is paid directly by Customer to the applicable platforms, including Meta, Google, LinkedIn, and Microsoft Advertising, through accounts owned by or established in the name of Customer. Allocent does not receive, hold, mark up, or process ad spend on Customer's behalf. Customer is responsible for funding those accounts, maintaining valid payment methods, complying with each platform's terms and advertising policies, and granting Allocent the access it needs within five (5) business days of the Effective Date.

7.2 Spend Levels

Customer will maintain monthly advertising spend within the minimum and maximum stated in the Order Form. Spend below the minimum may limit campaign performance, does not constitute a breach by Allocent, and does not relieve Customer of its Fee obligations.

7.3 Platform Risk

Allocent has no control over the policies, algorithms, ad delivery systems, or account decisions of any third-party advertising platform. Allocent is not liable for any ad platform policy changes, account suspensions, creative rejections, delivery fluctuations, or any outcomes related to platform-level decisions. Customer acknowledges that advertising on third-party platforms inherently involves risks outside Allocent's control.

8. Campaign Materials & Approval

8.1 Collaborative Process

Allocent's campaign process is collaborative. Allocent will research Customer's company and sector, develop campaign strategy and audiences, and prepare campaign materials, which may include ad creative, landing pages, investor email copy, and gifting or event concepts. Allocent will present campaign materials to Customer for review and approval before launch. Customer acknowledges that AI-assisted production tools may be used to produce final assets after direction is approved.

8.2 Client Approval

Customer agrees to review and provide approval or feedback on campaign materials within the timelines agreed upon at onboarding or as specified in the Order Form. Delays caused by Customer's failure to provide timely approvals do not constitute a failure by Allocent to perform the Services and do not relieve Customer of any payment obligations.

8.3 Customer Content

Customer may elect to provide its own content for distribution (press releases, earnings announcements, executive posts). By providing such content, Customer represents and warrants that it has all rights necessary to distribute the content and that the content complies with all applicable laws, including securities disclosure requirements.

9. Investor Outreach & Compliance

9.1 Investor Email

Where Managed Campaigns include investor email, emails are sent on Customer's behalf and under Customer's brand, from sending domains or infrastructure approved by Customer. For all purposes under applicable law, Customer is the sender of record for all emails sent through the Services on its behalf.

9.2 Customer Compliance Obligation

Customer is solely responsible for ensuring that all investor outreach conducted through the Services, including email, gifting, and events, complies with applicable laws, including the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), applicable anti-bribery and anti-corruption laws, and any other applicable regulations. Customer represents and warrants that it has the right to contact each investor included in outreach, and that doing so complies with applicable law. Allocent will include a functional unsubscribe mechanism in all investor email.

9.3 Outreach Selection

Allocent will select investors for outreach based on scoring criteria agreed upon with Customer. Customer retains the ability to adjust selection criteria and to exclude individual contacts from outreach at any time through the platform or by written notice.

9.4 Gifting & Events

Where Managed Campaigns include gifting or events, Customer will approve recipients, items, budgets, and event formats in advance. Customer is responsible for ensuring that gifts, hospitality, and events are consistent with its own policies and, to the extent known to Customer, the gift and entertainment policies applicable to recipients. Allocent will not provide gifts or hospitality to any person Customer has identified as a government official without Customer's express written approval.

10. Securities Disclaimer

10.1 Not Investment Advice

Allocent is a technology and managed services company. Nothing provided by Allocent, including investor scoring, demand intelligence, shareholder analysis, advertising content, email copy, or any other output of the Services, constitutes investment advice, legal advice, financial advice, or a recommendation to buy, sell, or hold any security. Allocent is not a registered investment adviser, broker-dealer, financial planner, or securities professional of any kind.

10.2 Customer's Regulatory Responsibility

Customer is solely responsible for ensuring that all investor communications made through or assisted by the Services comply with applicable securities laws and regulations, including SEC Regulation FD, applicable stock exchange rules, and any other disclosure requirements. Customer's IR team and legal counsel are responsible for reviewing all content distributed through the Services before and after distribution. Allocent's assistance with investor communications does not constitute legal, compliance, or securities advice.

10.3 No Guarantee of Investment Outcomes

Allocent does not guarantee any investment outcomes, changes in share price, trading volume, analyst coverage, institutional ownership levels, meeting conversion rates, or capital raising results. Allocent builds and measures investor demand infrastructure; market conditions, investor behavior, and investment decisions are outside Allocent's control and are not within the scope of the Services.

11. Warranties & Disclaimers

11.1 Mutual Warranties

Each party represents and warrants that: (a) this Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms; (b) it has the authority to enter into this Agreement; and (c) it will comply with all applicable laws in carrying out its obligations under this Agreement.

11.2 Allocent Service Warranty

Allocent warrants that the Services will materially conform to the description set forth in the applicable Order Form when used in accordance with this Agreement. As Allocent's sole liability for breach of this warranty, Allocent will use commercially reasonable efforts to correct any non-conformance promptly after receiving written notice from Customer describing the issue in reasonable detail.

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE SERVICES ARE PROVIDED "AS IS." ALLOCENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, INCLUDING WITH RESPECT TO ANY THIRD-PARTY DATA. ALLOCENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR RESULT WILL BE ACHIEVED FROM USE OF THE SERVICES.

12. Indemnification

12.1 By Allocent

Allocent will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents ("Customer Indemnified Parties") from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from allegations that the Services, as provided by Allocent and used in accordance with this Agreement, infringe any third-party intellectual property right. If any portion of the Services is subject to an infringement claim, Allocent may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to be non-infringing; (iii) replace the Services with a non-infringing equivalent; or (iv) terminate the affected Order Form and refund any prepaid Fees for the unused remainder of the Term. Allocent has no obligation under this section for claims arising from Customer's use of the Services in a manner not authorized by this Agreement, Customer's combination of the Services with third-party products not provided by Allocent, or Customer's modification of the Services.

12.2 By Customer

Customer will indemnify, defend, and hold harmless Allocent and its officers, directors, employees, and agents ("Allocent Indemnified Parties") from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data, including any claim that Customer lacked the right to provide it; (b) Customer's breach of Sections 2.2, 2.3, 2.4, 2.5, 2.7, 2.9, or 9.2; (c) any claim that Customer's investor communications violated Regulation FD or other applicable securities disclosure requirements; (d) Customer's use of the Services in violation of applicable law; (e) any claim related to campaign materials approved by Customer; (f) Customer's breach of Schedule A or any use of Third-Party Data by or on behalf of Customer; or (g) any claim arising from Customer's website privacy notices, consents, or deployment of the pixel, including claims under wiretapping, pen register, or similar privacy laws.

12.3 Procedure

The Indemnified Party will: (a) promptly notify the Indemnifying Party in writing of any claim (failure to notify promptly affects the Indemnifying Party's obligations only to the extent of actual prejudice); (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim that requires the Indemnified Party to admit liability or take any action without the Indemnified Party's prior written consent, not to be unreasonably withheld; and (c) cooperate reasonably with the Indemnifying Party at the Indemnifying Party's expense.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL BE LIABLE TO THE OTHER FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES; OR (B) ANY DIRECT DAMAGES THAT, IN AGGREGATE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ALLOCENT FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP"). THESE LIMITATIONS APPLY REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE GENERAL CAP WILL NOT APPLY TO CLAIMS OR LIABILITIES ARISING UNDER SECTIONS 3 (CONFIDENTIALITY), 6 (DATA AND SECURITY), OR 12 (INDEMNIFICATION) (COLLECTIVELY, "EXCLUDED CLAIMS"). EACH PARTY'S AGGREGATE LIABILITY FOR EXCLUDED CLAIMS WILL NOT EXCEED THREE TIMES (3×) THE GENERAL CAP.

IN NO EVENT WILL ALLOCENT'S LIABILITY RELATED TO ADVERTISING OUTCOMES, INVESTOR IDENTIFICATION RATES, SHARE PRICE MOVEMENTS, OR ANY OTHER INVESTMENT-RELATED RESULT EXCEED THE GENERAL CAP, REGARDLESS OF THE THEORY OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO LIMITATION IN THIS SECTION 13 APPLIES TO CUSTOMER'S OBLIGATIONS UNDER SECTION 12.2(A), (F), OR (G), OR TO CUSTOMER'S BREACH OF SECTION 2.7 OR SCHEDULE A.

14. Miscellaneous

14.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

14.2 Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, consolidation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void. This Agreement binds and inures to the benefit of the parties' respective permitted successors and assigns.

14.3 Publicity

Allocent may identify Customer as a client of Allocent and may use Customer's name, logo, and other trademarks in marketing materials, case studies, and on its website. All goodwill arising from such use inures to Customer's benefit. Customer may revoke this right at any time by providing written notice to Allocent, after which Allocent will remove Customer's name and marks from its materials within a reasonable time.

14.4 Entire Agreement

This Agreement, together with all applicable Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. All amendments and modifications must be in writing signed by authorized representatives of both parties, except that Allocent may update this Agreement from time to time with thirty (30) days' written notice to Customer, and such updates will take effect at the start of the next Renewal Term.

14.5 No Agency

This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties. Allocent is an independent contractor of Customer. Neither party has authority to bind the other in any respect. Allocent is solely responsible for its own taxes, insurance, and employment obligations; no Allocent personnel are eligible for any benefits provided by Customer to its employees.

14.6 Injunctive Relief

Each party acknowledges that a breach of Sections 2.2, 3, or 10 could cause irreparable harm that cannot be adequately remedied by monetary damages. Accordingly, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy any such breach, without the requirement to post a bond or prove actual damages, in addition to any other remedies available at law or equity.

14.7 Notice

All notices under this Agreement must be in writing and will be deemed received: when personally delivered; when receipt is electronically confirmed, if transmitted by email; the next business day, if sent by recognized overnight courier; or upon receipt, if sent by certified mail, return receipt requested. Notices to Allocent should be sent to ryan@allocent.ai. Notices to Customer will be sent to the contact address stated in the most recent Order Form on file.

14.8 Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of New York, United States, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association (AAA) under the ICDR International Arbitration Rules. The seat of arbitration shall be Miami, Florida, United States. The language of arbitration shall be English. The number of arbitrators shall be one (1) for disputes involving claims under $500,000 USD, and three (3) for claims of $500,000 USD or more. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.

14.9 Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, internet or telecommunications failures, or third-party platform outages. The affected party will notify the other promptly and use reasonable efforts to resume performance. Force majeure does not excuse Customer's payment obligations.

14.10 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver will be effective unless made in writing signed by an authorized representative of the waiving party.

Schedule A: Data Provider Terms

These Data Provider Terms apply to Customer's use of the Services and all Third-Party Data, in addition to the rest of this Agreement. Capitalized terms have the meanings given in the Agreement.

A.1 Permitted Use

Customer may use Third-Party Data solely for its own internal business and investor relations purposes, relating to its own company and securities, through the interfaces Allocent provides. Only Customer's employees and service providers who are authorized by Customer, and who are of the age of majority, may access the Services. Customer may not use the Services if Customer or any User is a competitor of a Data Provider.

A.2 No Resale or Third-Party Use

Customer will not sell, lease, rent, sublicense, distribute, disclose, or otherwise make available any Third-Party Data, or any functionally equivalent version of it (for example, "J. Smith, CEO, Acme" in place of "Jane Smith, CEO and Founder, Acme Inc."), to any other person or entity. Customer will not access or use the Services or Third-Party Data on behalf of any other person or entity, or for timesharing or service bureau purposes.

A.3 No Derivative Products

Customer will not create any database, dataset, product, service, or derivative work from Third-Party Data, in aggregated or non-aggregated, identified or de-identified form; will not use the Services to develop a product that competes with a Data Provider; will not reverse engineer, decompile, or disassemble the Services; will not obtain data through scraping, crawlers, bots, or any means other than the interfaces Allocent provides; and will not remove any proprietary notices.

A.4 Prohibited Uses

Customer will not use the Services or Third-Party Data, including to send any email, mail, message, or other communication, to advertise, promote, or facilitate:

1. any investment scheme, including the promotion or sale of any "pink slip" or over-the-counter security, except to the extent the applicable Data Provider has approved that use in writing;
2. any violation of securities or commodities laws, including any "pump and dump" or market manipulation scheme;
3. any product, service, or activity that is illegal where offered or delivered;
4. tobacco, e-cigarette, or marijuana products; firearms, ammunition, or other weapons; counterfeit or infringing goods; adult content or services; unlicensed gambling, lotteries, or sweepstakes; psychic or astrology services; credit repair or payday loan services; or hate speech directed at any group; or
5. any attempt to defraud, deceive, mislead, discriminate against, harass, libel, or defame any person, or to threaten or commit violence.

A.5 FCRA

Third-Party Data is not a "consumer report" under the Fair Credit Reporting Act, and neither Allocent nor any Data Provider is a consumer reporting agency. Customer will not use Third-Party Data for any purpose covered by the FCRA, including to determine any person's eligibility for credit, insurance, employment, housing, or any license or benefit, and will not take any adverse action based on it.

A.6 Communications

Any communication sent using Third-Party Data must comply with all applicable laws, including the CAN-SPAM Act, CASL, the TCPA, the Telemarketing Sales Rule, and do-not-call rules. Every commercial email must accurately identify the sender and include a working unsubscribe mechanism that is honored. Customer will not send email from a group or role address (such as hello@ or marketing@) or under a fictitious name, pseudonym, or alias; will not send unsolicited or harassing messages in violation of law; will not transmit malicious code; and will keep bounce, spam, and complaint rates at levels acceptable to Allocent and its Data Providers.

A.7 Sensitive Data

Customer will not provide Allocent or any Data Provider with data subject to HIPAA, the Gramm-Leach-Bliley Act, COPPA, the GDPR, or the FCRA, or data about anyone under eighteen (18), and represents that any data it provides is accurate and relates to living persons.

A.8 Account Security

Customer will keep account credentials confidential and will not share them; will access the Services only over encrypted connections from devices with current operating system patches and active anti-malware protection; will revoke a departing User's access within twenty-four (24) hours; and will notify Allocent at ryan@allocent.ai within seventy-two (72) hours of any security incident that could affect the Services, including compromised credentials or lost devices. Customer is responsible for all activity under its accounts.

A.9 Website Notices

Customer will maintain the notices, opt-out links, and consents described in Section 2.5 of the Agreement on every website where the pixel is deployed.

A.10 No Data Provider Warranty or Liability

Customer's use of Third-Party Data is at its own risk. Data Providers make no representation or warranty to Customer of any kind, including as to accuracy, availability, or security, and have no liability to Customer arising from the Services or Third-Party Data.

A.11 Indemnity and Remedies

Customer will indemnify, defend, and hold harmless Allocent and each Data Provider, and their respective affiliates, officers, directors, employees, and agents, from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from Customer's use of the Services or Third-Party Data, Customer's breach of this Schedule A, Customer's website notices or consents, or Customer's violation of any law or third-party right. Customer acknowledges that a breach of Section A.2 would cause irreparable harm, and agrees that Allocent and the affected Data Provider may seek injunctive relief, specific performance, and disgorgement of profits without posting bond, together with reasonable attorneys' fees and costs if they prevail.