Terms of Service

1. Agreement

These Terms of Service ("Terms") govern the use of Allocent's services by the entity that has executed a Service Order or otherwise agreed to these Terms ("Client"). By signing a Service Order or accessing the Allocent platform, Client agrees to be bound by these Terms.

These Terms are entered into between Client and Vello Industry SAS, operating as Allocent ("Allocent," "we," "us," or "our").

2. Services

Allocent provides investor relations technology and managed services, offered as separately licensed products:

Investor Identification

Resolution of anonymous visitors on Client's IR website to named individuals, contact enrichment and verification, matching and scoring of contact lists Client uploads, campaign link attribution, and investor scoring and prioritization, delivered through the Allocent investor portal. Includes a monthly allowance of phone lookups as stated in the Service Order, and Shareholder Intelligence (NOBO and Transfer Agent analysis, brokerage and geographic breakdown, and quarter-over-quarter change detection) at no additional cost.

Investor Intent Audiences

Audiences of investors actively researching Client's sector, peers, or catalysts, delivered match-ready for activation in advertising platforms and refreshed on the cadence stated in the Service Order.

Managed Campaigns

Planning, building, and managing campaigns that reach investors through channels such as paid media, investor email, gifting, and events, including creative production, audience sync, optimization, and performance reporting.

Every engagement begins with onboarding. The specific products, packages, fees, and contract term applicable to each Client are defined in the applicable Service Order. Allocent may update, improve, or modify the platform at any time, provided that material reductions in service are communicated to Clients in advance.

Third-Party Data

Investor identification and intent audiences incorporate data and technology licensed to Allocent by third-party data providers ("Data Providers"). That data is provided "as is," and Allocent does not warrant its accuracy, completeness, match rates, or continued availability. Confidence levels and source labels shown in the portal are Allocent's assessment of a record and are not a guarantee that it is correct. Allocent may add, replace, or discontinue Data Providers at any time and will use commercially reasonable efforts to restore substantially similar functionality if a Data Provider becomes unavailable. Client's use of third-party data is subject to the Data Provider Terms in Schedule A of the Master Services Agreement, which are incorporated into these Terms, and each Data Provider may enforce those terms directly against Client.

3. Fees, Payment & Setup

Onboarding Fee

A one-time onboarding fee is due upon signing. This fee covers discovery, script deployment, scoring model configuration, platform integrations, and team training. The onboarding fee is non-refundable once onboarding work begins.

Subscription Fees

Subscription fees are invoiced annually in advance, in full at signing and at the start of each renewal term, and are due within 30 days of invoice. Semi-annual or quarterly billing may be available at a premium where stated in the Service Order. Identifications beyond a package's monthly allowance are billed at the additional rate in the Service Order and invoiced quarterly in arrears. Phone lookups are charged only when they find a number not already on the record; numbers found beyond a package's monthly allowance are billed at the per-number rate in the Service Order, also quarterly in arrears. A lookup that finds nothing is never charged. Uploaded contact lists are included in the subscription and do not count toward identifications. All fees are non-refundable except as expressly stated in these Terms.

Media Spend and Campaign Costs

Media spend is not included in service fees. Client funds media spend directly to the applicable advertising platforms through its own accounts, and Allocent does not receive, front, mark up, or process media spend on Client's behalf. Minimum and maximum monthly spend levels are specified in the applicable Service Order. Third-party costs of gifting and events are approved by Client in advance and are not included in service fees.

Late Payments

Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Allocent reserves the right to suspend services for accounts more than 30 days past due.

4. Contract Term & Renewal

The initial contract term is 12 months from the effective date stated in the applicable Service Order. After the initial term, the agreement automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

5. Client Responsibilities

Client agrees to:

• Install and maintain the Allocent pixel on their IR website as directed by Allocent
• Ensure they have all necessary rights and authorizations to upload NOBO, Transfer Agent, and other shareholder data, and any contact lists (such as roadshow, conference, webinar, LinkedIn engagement, or CRM lists), to the platform
• Before the pixel is activated, clearly and conspicuously maintain a privacy notice on every website where it is deployed that describes how visitor data is collected, used, and shared to deliver the services and a link to the opt-out page at https://allocent.ai/opt-out, display a consent banner to every visitor, and configure the pixel so it does not activate for a visitor until that visitor consents, plus any "Your Privacy Choices" link applicable law requires (Allocent will provide suggested language and a consent script, which are not legal advice)
• 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
• Use investor data, intent audiences, and other third-party data only for their own investor relations purposes, and never resell, disclose, or share it, access it on behalf of anyone else, or use it for any purpose covered by the Fair Credit Reporting Act
• Comply with the Data Provider Terms in Schedule A of the Master Services Agreement
• Comply with all applicable securities laws and regulations, including Regulation FD, in connection with their use of the platform and all investor communications
• Comply with all laws that apply to contacting investors, including telemarketing, calling and texting rules (such as the US Telephone Consumer Protection Act and Do Not Call registries), email marketing laws, and data protection laws, when using any email address or phone number obtained through the platform
• Maintain their own advertising platform accounts in good standing for purposes of ad spend
• Provide timely feedback and approval on creative concepts, campaign directions, and content strategies during the agreed review windows
• Maintain accurate contact information and notify Allocent of any changes in authorized personnel

6. Data Ownership

Client retains ownership of all shareholder data, NOBO lists, Transfer Agent data, and investor contact data that Client uploads to its Allocent account. Investor identities, contact details, intent audiences, and other records supplied through the services by Allocent's Data Providers are licensed to Client, not owned by Client; they remain the property of Allocent or the applicable Data Provider and may be used only as permitted by these Terms and the Data Provider Terms.

Allocent retains ownership of all platform technology, scoring algorithms, identity resolution infrastructure, data pipelines, and aggregated and anonymized insights derived from platform usage. Allocent may use aggregated, anonymized, non-Client-identifiable data to operate, improve, and develop its services.

Allocent does not sell Client data to third parties.

7. Intellectual Property

Allocent retains all intellectual property rights in the platform and its components, including its investor identification and scoring systems and all related technology, algorithms, software, and infrastructure. Nothing in these Terms transfers any Allocent IP to Client.

Client receives a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the platform during the contract term, solely for Client's own internal IR and investor communications purposes.

8. Not Investment Advice

Allocent is a technology and managed services platform. Nothing provided by Allocent, including investor scoring, demand intelligence, shareholder analysis, advertising content, or email copy, constitutes investment advice, legal advice, or securities advice of any kind.

Client is solely responsible for ensuring that all investor communications made through or assisted by the platform comply with applicable securities laws, including Regulation FD, SEC disclosure requirements, and any applicable exchange rules. Allocent is not a registered investment adviser, broker-dealer, or securities professional.

9. No Guarantee of Outcomes

Allocent does not guarantee any investment outcomes, changes in share price, trading volume, investor meeting conversion rates, or capital raising results. Allocent builds and measures investor demand infrastructure. Market conditions, investor behavior, macroeconomic factors, and investment decisions are outside Allocent's control and are not within the scope of the services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLOCENT'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ALLOCENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL ALLOCENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ALLOCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Allocent and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client's use of the platform or any investor communications made through or assisted by it
• Client's violation of any applicable law or regulation, including securities laws and Regulation FD
• Any claim that Client's investor communications constituted selective disclosure or violated any securities regulation
• Client's breach of these Terms
• Any data uploaded to the platform by Client (including NOBO and Transfer Agent data and contact lists)
• Client's calls, texts, emails, or other outreach to investors, including claims under telemarketing, calling, texting, or email marketing laws
• Client's breach of the Data Provider Terms or any use of third-party data by or on behalf of Client
• Client's website privacy notices, consents, or deployment of the Allocent pixel, including claims under wiretapping, pen register, or similar privacy laws

Client's obligations under this Section 11 are not subject to any limitation of liability in these Terms, and extend to each Data Provider with respect to claims arising from Client's use of third-party data.

12. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party in connection with these Terms ("Confidential Information"), and to use such information only for the purposes of this agreement.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable prior notice to the disclosing party.

13. Termination

No Early Termination

Allocent's services are provided under binding 12-month agreements. There is no termination for convenience. Client may not exit the contract early. Client remains fully obligated for all fees for the entire contract term regardless of usage, personnel changes, or changes in Client's business circumstances. No refunds are provided under any circumstances.

Termination for Cause

Either party may terminate if the other materially breaches these Terms and fails to cure the breach within 30 days of written notice specifying the breach in reasonable detail.

Effect of Termination

Upon termination, Client's license to use the platform immediately ceases. Allocent will provide Client with a reasonable opportunity (not less than 30 days) to export Client data. After that period, Allocent may delete Client data from its systems. Provisions that by their nature should survive termination, including payment obligations, IP, limitation of liability, indemnification, and confidentiality, will survive.

14. Governing Law

These Terms are 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 these Terms, 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 the arbitration shall be English. The number of arbitrators shall be one (1) for disputes involving claims under $500,000 USD, and three (3) for disputes involving claims of $500,000 USD or more. The arbitral award shall be final and binding on the parties 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.

15. Entire Agreement

These Terms, together with any applicable Service Order, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and representations, whether written or oral.

Allocent may update these Terms from time to time. Material changes will be communicated to active Clients with at least 30 days' written notice. Continued use of the platform after the effective date of updated Terms constitutes acceptance of the changes.

Questions about these Terms: ryan@allocent.ai