This Find Your Grind Platform Terms of Service (this “Agreement”) is made and entered into by and between Find Your Grind, Inc., a Delaware corporation (“FYG”), and the entity or person agreeing to these terms (“Client”).  This Agreement is effective as of the date Client accepts this Agreement (the “Effective Date”) by executing a service order application or form (the “Service Order”), which is hereby incorporated by reference.  Pursuant to the applicable Service Order, Client desires to obtain from FYG those certain Subscribed Services described in such Service Order (together with such other services as may be rendered to Client by or through the Service Software, collectively the “Services”) delivered in and through FYG’s software solutions (the “Service Software”), subject to and in accordance with the terms and conditions of this Agreement.

1. SERVICES.

1.1 Services. Subject to Client’s, and each Authorized User’s, compliance with the terms and conditions of this Agreement, FYG will use commercially reasonable efforts to make the Services available to Client and its Authorized Users (defined below) during the Term and in accordance with the specifications set forth on the Service Order (subject to the limitations set forth in the Documentation (defined below), the “Specifications”) and terms and conditions of this Agreement, solely for Client’s internal business purposes as set forth in (the “Permitted Use”), and solely within the United States, or such other narrower region as set forth in the Service Order or confirmatory acceptance by FYG (as the case may be, the “Territory”).

1.2 Authorized Users. Client’s employees and agents (“Client Personnel”), and students (“Students”), who are authorized by Client to use the Services (each, an “Authorized User”) may access and use the Services under Client’s master account. Each Authorized User must create and use its own login credentials to access the Services. Client is responsible for all actions of its Authorized Users in connection with the Services and their compliance with the terms of this Agreement. The number of Authorized Users is set forth on the Service Order, provided, further that, Client may increase the number of Authorized Users, in consideration of payment of fees for such additional Authorized Users, upon notice to FYG. Each Authorized User will have a unique user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services (“User Credentials”).

1.3 FYG Solutions. By using the Services, Client will have access to FYG’s proprietary Future Ready Students educational curricula, Future Ready Educators professional development service, Future Pro industry specific courses, Future Balance emotional measurement suite, Future Talent industry recordings and such other solutions, programs, or products as FYG may in the offer under a Service Order or through the Service Software (collectively the “FYG Solutions”), together with related data and materials.

1.4 Service and System Control.
1.4.1 FYG has and will retain sole control over the operation, provision, maintenance and management of the Service Software and FYG Materials, including the: (i) FYG Systems; (ii) selection, deployment, modification and replacement of the FYG software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that FYG provides remote access to and use of as part of the Services; and (iii) performance of Support Services and Platform Service maintenance, upgrades, corrections and repairs. “FYG Systems” means the information technology infrastructure used by or on behalf of FYG in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by FYG or through the use of third-party services.

1.4.2 Client has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Client Systems, and sole responsibility for all access to and use of the Services and FYG Materials by any individual, business entity or venture, governmental authority, unincorporated organization, trust, association or other entity (each, a “Person”) by or through the Client Systems or any other means controlled by Client or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Services or FYG; (ii) results obtained from any use of the Services or FYG Materials; and (iii) act, omissions, and undertakings based on such use. “Client Systems” means Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third-party services.

1.4.3 Notwithstanding anything to the contrary in this Agreement, all Services, including all processing of Client Data by or on behalf of FYG shall be provided solely from within, and on computers, systems, networks and other infrastructure located in, the United States. “Client Data” means data relating to Client or its Authorized Users, or otherwise generated by Client or its Authorized Users through the Services, but excluding resultant data and any information, data or other content derived from FYG’s monitoring of Client’s access to or use of the Services.

1.5 Changes. FYG reserves the right, in its sole discretion, to make any changes to the Services and FYG Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of FYG’s services to its clients, (ii) the competitive strength of or market for FYG’s services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.

1.6 Subcontractors. FYG may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

1.7 Suspension or Termination of Services. FYG may, directly or indirectly, and by use of a device or application intended to disable Client’s use of, or access to, the Services, or any other lawful means, suspend, terminate or otherwise deny Client’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Services or FYG Materials, without incurring any resulting obligation or liability, if: (a) FYG receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires FYG to do so; or (b) FYG believes, in its sole discretion, that: (i) Client or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 1.7 does not limit any of FYG’s other rights or remedies, whether at law, in equity or under this Agreement.

1.8 Service Support. The Services include FYG’s standard client support services (“Support Services”).

1.9 Privacy. Client will obtain and maintain any required consents necessary to permit the processing of Client Data under this Agreement. All Services will be rendered subject to, and all Client data will be treated in accordance with, the Privacy Policy of FYG, which is available on FYG’s website at https://findyourgrind.com/privacy/ and was last modified on March 22, 2022 (the “Privacy Policy”).

2. OWNERSHIP.

2.1 FYG Services and Data. As between the parties, FYG is the sole owner of all rights, title and interest in and to FYG Materials including without limitation, the Services, Platform console, tools, methods, know-how, inventions, features, data models, and data architecture provided or otherwise developed by FYG in connection with the provision of the Services, and any enhancements, modifications, adaptations, or improvements thereto made by FYG. This includes without limitation, all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights recognized in any jurisdiction in the world (collectively, “Intellectual Property Rights”) therein, whether or not fully matured, accrued, or registrable, as may now or in the future be recognized under any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction (collectively, such applicable law being referred to herein as “Law”).

2.1.1 “FYG Materials” means the Services, Service Software, Specifications, Documentation and FYG Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by FYG or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or FYG Systems.

2.1.2 For the avoidance of doubt, FYG Materials include resultant data and any information, data or other content derived from FYG’s monitoring of Client’s access to or use of the Services, but FYG Materials do not include Client Data. FYG may however retain anonymized or pseudonymized Client Data in accordance with the Privacy Policy, which is used to, among other things, improve and develop FYG Solutions.

2.2 Authorization of Use of Services. Subject to and conditioned on Client’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, FYG hereby authorizes Client to access and use, solely in the Territory and during the Term, the Services and such FYG Materials as FYG may supply or make available to Client solely for the use(s) permitted pursuant to the terms of this Agreement, by and through Authorized Users in accordance with the Specifications, and the conditions and limitations set forth in this Agreement. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, FYG Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, FYG Materials and the Third Party Materials are and will remain with FYG and the respective rights holders in the Third Party Materials. “Third Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to FYG.

2.3 Restrictions. Client acknowledges that FYG Materials contain trade secrets of FYG and its licensors, and, in order to protect such trade secrets and other interests that FYG has in FYG Materials (including, without limitation, the Services), and all Intellectual Property Rights therein. Client will not, may not, and will not permit any other Person to, access or use the Services or FYG Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the generality of the foregoing, Client will not, may not, and will not permit any other Person to:

2.3.1 reverse engineer, decompile or disassemble FYG Materials, adapt or otherwise attempt to derive or gain access to the source code of the Services or FYG Materials, in whole or in part, or authorize any Person to do any of the foregoing;

2.3.2 modify, distribute, sell, sublicense, create derivative works of, or otherwise transfer FYG Materials;

2.3.3 copy FYG Materials except as strictly necessary to use the Services in accordance with the terms of this Agreement;

2.3.4 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available, the Services or functionality of FYG Materials to any Person other than an Authorized User through any means, including, but not limited to, by uploading FYG Materials to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or other use or configuration whereby FYG Materials are used by, for the benefit of, or to provide a service on the computer equipment of a third party;

2.3.5 use FYG Materials, or any FYG technology or Confidential Information, to create, improve (directly or indirectly) or offer a substantially similar product or service, or build a competitive product;

2.3.6 repackage, redistribute, or sell FYG Materials as an OEM product. In addition, Client will not share FYG Solutions with any third party other than its Client Personnel and Students, and solely for the intended use. Client will reproduce all of FYG’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of FYG Materials that FYG makes available hereunder;

2.3.7 bypass or breach any security device or protection used by the Services or FYG Materials or access or use the Services or FYG Materials other than by an Authorized User through the use of his or her own then valid User Credentials;

2.3.8 input, upload, transmit or otherwise provide to or through the Services or FYG Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code;

2.3.9 damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, FYG Systems or FYG’s provision of services to any third party, in whole or in part;

2.3.10 remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or FYG Materials, including any copy thereof;

2.3.11 access or use the Services or FYG Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other FYG client), or that violates any applicable Law;

2.3.12 access or use the Services or FYG Materials for purposes of competitive analysis of the Services or FYG Materials, the development, provision or use of a competing software service or product or any other purpose that is to FYG’s detriment or commercial disadvantage;

2.3.13 access or use the Services or FYG Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or

2.3.14 otherwise access or use the Services or FYG Materials beyond the scope of the authorization granted under this Agreement.

2.4 Feedback. All feedback, comments, and suggestions for improvements that Client provides to FYG hereunder, are referred to collectively as “Client Feedback”. Client hereby irrevocably transfers and assigns to FYG and agrees to irrevocably assign and transfer to FYG all of Client’s right, title, and interest in and to all Client Feedback, and Client will execute documents and take such further acts as FYG may reasonably request to assist FYG to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Client Feedback.

3. CLIENT OBLIGATIONS.

3.1 Client Systems and Cooperation. Client shall at all times during the Term: (i) set up, maintain and operate in good repair and in accordance with the Specifications all Client Systems on or through which the Services are accessed or used; (ii) provide FYG personnel with such access to Client’s premises and Client Systems as is necessary for FYG to enable the Services in accordance with the Specifications; and (iii) provide all cooperation and assistance as FYG may reasonably request to enable FYG to exercise its rights and perform its obligations under and in connection with this Agreement.

3.2 Effect of Client Failure or Delay. FYG is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Client Failure”).

3.3 Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by Section 2.3, Client will, and will cause its Authorized Users to, immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and FYG Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (ii) notify FYG of any such actual or threatened activity.

3.4 Non-Solicitation. During the Term and for twelve (12) months following the termination or expiration of the Term, Client shall not, and shall not assist any other Person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior twelve (12) months employed or engaged by FYG or any Subcontractor or involved in any respect with the Services or the performance of this Agreement. Client acknowledges that FYG’s employees are a valuable asset of FYG. In the event of a violation of this Section 3.4, in addition to, and not in lieu of any other remedy in law or equity (including equitable relief such as an injunction), FYG will be entitled to liquidated damages equal to the compensation paid by FYG to the applicable employee or contractor during the prior twelve (12) months.

4. CONFIDENTIAL INFORMATION.

4.1 Definition. “Confidential Information” means: (i) the Services (including the existence thereof), and any features produced by, and any information, documentation, manuals, instructions or other documents or materials that FYG provides or makes available to Client in any form or medium which describe or relate to the Services or other FYG Materials (including, without limitation, Client Feedback, collectively, “Documentation”); and (ii) any business or technical information of FYG or Client, including, but not limited to, any information relating to product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or otherwise should be reasonably deemed confidential, and, if orally disclosed, is reduced to writing by the disclosing party within thirty (30) days of such disclosure.

4.2 Restrictions. Neither party will use or disclose any Confidential Information, except as necessary for the performance of this Agreement and each party will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Each party may disclose Confidential Information only to those of its employees, contractors, and service providers who have a bona fide need to know such Confidential Information for the performance of this Agreement; provided, that each such employee, contractor, or service provider first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement. To the extent there is a breach of Confidential Information or Intellectual Property Rights, each party may seek injunctive relief in any court of competent jurisdiction without the posting of a bond or other similar requirement.

4.3 Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without access to or use of any Confidential Information that can be evidenced in writing; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure. In addition, the receiving party may disclose such Confidential Information of the disclosing party that it is required to disclose pursuant to a court order or other judicial process provided, the receiving party shall first give the disclosing party prompt notice and only disclose the minimum amount of information required. FYG may further disclose the existence of this Agreement to any of its investors, shareholders, or prospective investors or acquirers.

5. PAYMENT.

5.1 Fees. Client will pay FYG the fees specified in the Service Order in accordance with the terms set forth therein and this Agreement (“Fees”) and any reasonable out-of-pocket expenses incurred or committed by FYG and approved by Client in advance in writing. Any additional services or features that may be provided by FYG shall be subject to additional fees set forth in either a mutually agreed upon amendment to this Agreement or the execution of a change order. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on FYG’s income.

5.2 Payment Terms. Unless set forth otherwise in the applicable Service Order, all Fees and other amounts set forth in the Service Order are stated in and are payable in U.S. dollars, and are due and payable at the times and frequencies stated in the applicable Service Order or otherwise in an order confirmation stating payment terms. To the extent Client does not dispute payment in good faith within thirty (30) days of the due date of payment, such obligation shall be deemed ratified by Client and to the extent Client fails to pay such obligation, FYG may in its discretion, and without limiting its termination or other rights, (i) charge interest at 1.5% per month, (ii) suspend access to FYG Materials; and (iii) to the extent Client is more than forty-five (45) days late, be immediately reimbursed for any collection fees including any reasonable attorney fees or costs.

5.3 No Deductions or Setoffs. All amounts payable to FYG under this Agreement shall be paid by Client to FYG in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.

6. WARRANTY DISCLAIMERS AND RELATED MATTERS.

6.1 Warranty Disclaimer. CLIENT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FYG MATERIALS ARE BEING PROVIDED ON AN “AS IS” BASIS. FYG DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR COLLATERAL, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, FYG DOES NOT WARRANT OR GUARANTEE: (I) THE USE OF FYG MATERIALS (INCLUDING, WITHOUT LIMITATION, THE SERVICES), OR RESULTS THEREOF OR THEREFROM, OR (II) THAT FYG MATERIALS WILL MEET CLIENT’S EXPECTATIONS. FYG DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD PARTY APPLICATIONS OR DATA INCLUDING, ANY RESULTS OR REPORTS GENERATED FROM SUCH THIRD PARTY DATA OR CLIENT DATA OR MATERIALS. IN FURTHERANCE OF THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT FYG HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR COLLATERAL, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO ANY MATTER ENUMERATED IN SUBPARTS (I)-(III) OF THIS SECTION 6.1, OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.

6.2 FYG Systems and Security Obligations. FYG will employ security measures in accordance with FYG’s Privacy Policy.

6.3 Data Breach Procedures. FYG maintains a data breach plan in accordance with the criteria set forth in FYG’s Privacy Policy and shall implement the procedures required under such data breach plan on the occurrence of a data breach.

6.4 Character of Data. Client acknowledges that the Services are not designed with security and access management for processing any data other than the Client’s Personnel’s and Students’ data generated in the ordinary course of use of the Services.

6.5 Client Control and Responsibility. Client has and will retain sole responsibility for: (i) all Client Data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (iii) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (iv) the security and use of Client’s and its Authorized Users’ User Credentials; and (v) all access to and use of the Services and FYG Materials directly or indirectly by or through the Client Systems or its or its Authorized Users’ User Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

6.6 Access and Security. Client shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution and use of all User Credentials, protect against any unauthorized access to or use of the Services, and to control the use of the Services by all Authorized Users.

6.7 Data Backup. The Services do not replace the need for Client to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CLIENT DATA.

6.8 Use of Future Balance Products or Services. FYG Solutions utilizing the Future Balance suite (“Future Balance”) are utilized in detecting and reporting on the emotional wellbeing of users and are designed to provide general insights based on patterns and analysis of emotional cues in the input received by Future Balance. However, Future Balance is not a substitute for professional psychological assessment, diagnosis, or treatment. While Future Balance strives for accuracy, the emotional wellbeing reports generated may not always fully reflect the complexities of an individual’s emotional state and may fail to correctly or completely interpret inputs received from students. Emotional health is deeply personal and influenced by a variety of factors that may not be captured in Future Balance’s analysis of input received by it. Results should be viewed as indicative rather than definitive and should not be used as the primary basis for any decisions regarding a student’s wellbeing. Future Balance may not always interpret emotions correctly or account for cultural, environmental, or contextual nuances. Future Balance is based on predefined algorithms that are continuously evolving, but it may not always adapt quickly to individual differences or changes in emotional expression. Any recommendations or reports generated by Future Balance are intended for informational purposes only and should not replace professional advice from qualified mental health professionals. The responsibility of interpreting, responding to, or taking action, based on Future Balance’s reports lies solely with the educators, caregivers, or mental health professionals involved, and neither FYG nor its affiliates, or their predecessors, successors, or assigns have or assume any responsibility to interpret or act upon any report provided by Future Balance or any input provided to Future Balance. In cases where Future Balance identifies significant emotional distress or concerns are identified, we strongly recommend seeking guidance from licensed professionals. By using Future Balance, you acknowledge and agree that its reports and assessments are subject to the limitations outlined above, and that it should be used in conjunction with other professional resources when addressing the emotional wellbeing of students.

7. LIMITATION ON LIABILITY.

7.1 EXCEPT FOR BREACH OF EACH PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 4 OF THE AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING THE USE OF OR INABILITY TO USE FYG MATERIALS OR FOR ANY ERROR OR DEFECT IN FYG MATERIALS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FYG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7.2 EXCEPT FOR EACH PARTY’S CONFIDENTIALITY OBLIGATIONS, CLIENT’S PAYMENT OBLIGATIONS, AND EACH PARTY’S INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE LESSER OF THE FEES PAID BY CLIENT IN THE PRIOR SIX (6) MONTHS AND ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000.00). THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. INDEMNITY.

8.1 FYG Indemnity. FYG will indemnify, defend, protect, and hold Client and its directors and officers and successors and assigns harmless from any and all damages, losses, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorney’s fees and costs, collectively, “Losses”) in connection with any finally adjudicated suit, action, settlement, or judgment brought by a third party (“Claims”) asserted by a third party (excluding by right of Client or its Authorized Users, or their representatives or agents) against Client to the extent that it arises from (i) the Services, as provided by FYG to Client pursuant to this Agreement, infringing any Intellectual Property Rights of any third party; (ii) any violation by FYG of applicable Law; and (iii) any gross negligence or willful misconduct of FYG in connection with the delivery of the Services to Client.

8.2 Client Indemnity. Client will indemnify, defend, protect, and hold harmless FYG and its affiliates, and their respective investors, directors, officers, members, managers, partners, employees, and agents (“FYG Parties”), and their successors and assigns from any Losses (including any regulatory investigation claims or third-party subpoena costs) arising from any Claims to the extent that it is based upon or arises from (i) any Client Data, materials, or content as provided by or on behalf of Client to FYG infringing any Intellectual Property Rights or other rights of any third party or applicable data privacy laws, rules, or regulations (including any self-regulatory rules), including, without limitation, to the extent that any such alleged infringement results or arises from Client’s combination or integration of any FYG Materials with any other materials, products, or services; (ii) Client’s products or services; (iii) use or misuse of FYG Materials, including, without limitation, (1) any breach of the rights licensed by FYG hereunder, or (2) any use of FYG Materials in any location for which Client does not have all applicable authorization; (iv) any violation by Client of any applicable federal, state or local laws, rules, or regulations; and (v) Client’s other acts or omissions.

8.3 Indemnity Procedure. The indemnifying party’s obligations under this Section 8 are contingent upon: (i) the indemnified party providing the indemnifying party with prompt written notice of such claim; (ii) the indemnified party providing reasonable cooperation to the indemnifying party, at the indemnifying party’s expense, in the defense and settlement of such claim; and (iii) the indemnifying party having sole authority to defend or settle such claim.

8.4 Exceptions and Exclusions. FYG’s obligation to indemnify Client pursuant to Section 8.1 will not apply to the extent any claim results from or is based on: (i) any combination, operation or use of the Services with any product, system, device, method or data not provided by FYG, if such claim would have been avoided but for such combination, operation or use; (ii) modification of FYG Materials by anyone other than FYG, if a claim would have been avoided but for such modification; (iii) Client’s use of FYG Materials other than in compliance with this Agreement; or (iv) any open source or third-party applications or components. If Client’s use of the Services is, or in FYG’s opinion is likely to be, enjoined due to the type of claim specified in Section 8, then FYG may at its sole option and expense: (a) replace or modify the Services to make them non-infringing and of equivalent functionality; (b) procure for Client the right to continue using the Services under the terms of this Agreement; or (c) terminate Client’s rights and FYG’s obligation under this Agreement with respect to such Services and refund to Client a pro-rata portion of the Fees paid for such Services for the time Client is unable to use the Services. THE PROVISIONS OF THIS SECTION 8 SET FORTH FYG’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO FYG’S INDEMNITY OBLIGATIONS AND/OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

9. TERM AND TERMINATION.

9.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated as provided in Section 9.2, will continue in effect for the duration set forth in the Service Order (“Initial Term”). This Agreement will automatically renew if, following the expiration or termination of the Initial Term or any Renewal Term, Client enters into any subsequent Service Order (each, a “Renewal Term”), which will act as a reinstatement of this Agreement with respect to the new Service Order (the Initial Term and the Renewal Term collectively, the “Term”). The Fees payable during any Renewal Term will be subject to adjustment according to FYG’s then-existing fee schedule as of the date of commencement of the Renewal Term.

9.2 Termination. FYG may terminate this Agreement immediately upon written notice to Client in the event that (i) FYG discontinues the Services or access to any of the Data or Reports (in which case Client will be entitled to a refund of any pre-paid fees); or (ii) Client fails to pay the Fees in a timely manner and does not cure such non-payment within ten (10) days of written notice by FYG; or (iii) Client breaches Sections 2 or 4, or infringes or otherwise violates FYG’s Intellectual Property Rights in and to FYG Materials. In addition, either party may terminate this Agreement upon notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) business days following written notice specifying the breach, to the extent such breach is reasonably curable. Further, either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (2) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (3) makes or seeks to make a general assignment for the benefit of its creditors; or (4) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

9.3 Effect of Termination. Upon any termination or expiration of this Agreement: (i) the rights, licenses, consents and authorizations granted to Client under this Agreement will automatically terminate; (ii) Client will promptly deliver to FYG any accrued but unpaid Fees and expenses incurred or committed to be incurred by FYG with Client’s prior approval; and (iii) Client will immediately cease all use of, or access to, the Services or any FYG Materials.

9.4 Survival. The provisions of Sections 2–8 (in accordance with their terms), 9.3, and 10–12 will survive any termination or expiration of this Agreement or the Term.

10. EXPORT AND FEDERAL AGENCY USERS.

10.1 Export. Client may not remove or export from the United States or allow the export or re-export of the Services, Service Software, FYG Materials, or anything related thereto, or any direct product thereof.

10.2 U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

11. REPRESENTATIONS AND WARRANTIES.

11.1 Client represents and warrants to FYG that it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement.

11.2 The entry into, and acceptance of, this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party.

11.3 When accepted by Client’s representative, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

12. GENERAL PROVISIONS.

12.1 Entire Agreement. This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. FYG may make changes to this Agreement, including, without limitation, the Fee, from time to time. Unless otherwise noted by FYG, material changes to the Agreement will become effective thirty (30) days after they are posted, except if the changes apply to updates or modifications to Services functionality in which case they will be effective immediately. FYG will provide at least ninety (90) days’ advance notice for any modification to this Agreement which FYG reasonably determines is materially adverse to Client. If Client does not agree to the revised Agreement, Client may terminate this Agreement, and cease use of the Services.

12.2 Assignment. Neither party shall assign this Agreement without the other party’s prior written consent except in the event of any merger, consolidation, or acquisition of all or substantially all of a party’s assets to which this Agreement relates.

12.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA (excluding its body of law controlling conflicts of law).

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.

12.5 Waiver. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.

12.6 Notices. All notices to Client required or permitted under this Agreement will be in writing and sent by email or by notification in the Services console, and in each instance will be deemed given upon receipt.

12.7 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

12.8 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Sections 2, 4, 8, 9.3, or 10 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.9 Force Majeure. Except for Client’s payment obligations, if either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials, governmental restrictions, regulation or controls, judicial orders, enemy or hostile governmental action, terrorist act, civil commotion, riot, fire, unicorn sighting, earthquake, or natural disaster, or other causes (except financial causes) beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such event.

12.10 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

12.11 Counterparts. Any Service Order may be executed in counterparts, including electronic or electronically signed counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Last Updated: 24th October 2025