PURSUIT MARKETS INC. (“PURSUIT”) PROVIDES THE SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS MASTER SERVICES AGREEMENT (THIS “AGREEMENT”) AND ON THE CONDITION THAT CUSTOMER (“YOU” OR “CUSTOMER”) ACCEPTS AND COMPLIES WITH SUCH TERMS AND CONDITIONS. PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT ON PURSUIT.US, EXECUTING, SUBMITTING, CLICKING “SUBSCRIBE,” OR E-SIGNING AN ORDER FORM (AS DEFINED BELOW), OR ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ANY SUCH ORDER FORM, BY THIS AGREEMENT AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.

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1. Order Forms. This Agreement will be implemented through one or more written order forms, including but not limited to any online order forms or payment pages submitted or accepted by Customer, that reference this Agreement (each, an “Order Form”) and setting forth the Pursuit product(s) and service(s) to be provided to Customer under this Agreement (collectively, the “Services”). Upon mutual execution or acceptance by Pursuit, each Order Form shall be incorporated into and form a part of this Agreement.

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2. Customer Account. Customer may be required to provide Pursuit with certain information or data, including but not limited to contact information and password (“Account Data”), in order to create an account (“Customer Account”),  to access the Services. Customer may be required to identify at least one administrative Customer Account used to manage Customer and any of Customer user’s access to the Services. Customer shall (i) provide accurate and complete Account Data, (ii) keep all Account Data updated, and (iii) not use the Services with the intent to deceive Pursuit or any third party, including by impersonating another person or entity. Customer may never use another person’s Customer Account or Account Data to access the Services without permission. Customer must notify Pursuit immediately of any discovered or otherwise suspected breach of security or unauthorized use of a Customer Account or Account Data. Customer is solely responsible for the activity that occurs on a Customer Account, for the acts or omissions of any person who accesses the Platform using Account Data or other access procedures provided to or created by Customer (even if Customer did not authorize such use), and for keeping all Customer Accounts and Account Data secure. Pursuit shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data (as defined below), but Pursuit is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services.

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3. Intellectual Property Rights.

a. Access to the Services. Subject to a valid Order Form and Customer’s compliance with the terms and conditions of this Agreement (including any limitations, restrictions, and payment obligations set forth on the applicable Order Form), Pursuit grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to internally access and use the Services during the applicable Order Form Term (as defined below) solely for the internal business purposes of Customer and only in accordance with Pursuit’s applicable official user documentation for such Services (the “Documentation”).

b. Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information, thought, idea, request or other material provided, uploaded, or submitted by Customer to the Services. Customer, not Pursuit, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Customer acknowledges and agrees that Pursuit shall have no liability with respect to the foregoing. Customer shall, and hereby does, grant to Pursuit (1) a non-exclusive, fully paid-up, royalty-free, transferable, sublicensable, worldwide right and license to use, display, modify, copy, translate, transcribe, reproduce, distribute, create derivative works, and process Customer Data for the purposes of providing the Services to Customer and (2) a non-exclusive, fully paid-up, royalty-free, worldwide, irrevocable right and license to create Pursuit Proprietary Insights (as defined below) derived from Customer Data; provided that, except as otherwise set forth herein, Pursuit shall not disclose any Pursuit Proprietary Insights that (a) contain Customer Data and/or (b) can specifically identify Customer. For the avoidance of doubt, to the extent Customer Data is or becomes publicly available (except if disclosed publicly by Pursuit in violation of this Agreement), nothing contained herein shall restrict Pursuit from using, disclosing, and fully exploiting data obtained from publicly available sources.

c. Output. The parties acknowledge and agree that certain output from the Services will be generated by artificial intelligence or machine learning (“AI Output”) and that AI Output contains information that is proprietary to Pursuit or that is generally provided by Pursuit through the Services to other customers, including but not limited to any curated, processed or proprietary data sets, scoring, prompt, evaluation framework, business rules, algorithm, pipeline, rating, confidence, or other metrics (such AI Output, “Pursuit Proprietary Insights”). Notwithstanding the foregoing, “Customer Output” is AI Output generated through the Services in response to Customer Data input into the Services, except for any Pursuit Proprietary Insights included in such AI Output. Customer acknowledges and agrees that (i) Customer will not include any unnecessary or deceptive Customer Data in connection with its use of the Services (including in an attempt to steer the Services to generate inaccurate results); (ii) due to the nature of artificial intelligence and machine learning, use of the Services may in some situations result in incorrect or inaccurate AI Output, including but not limited to Customer Output; (iii) Customer must verify the accuracy and appropriateness of any AI Output before relying on any such AI Output; (iv) relying upon any AI Output without first verifying accuracy with a qualified human could cause harm, including but not limited to legal, financial, and physical harm; and (v) Customer has no rights to any information, including AI Output, that is generated from the Services by or for other Pursuit users, regardless of any level of similarity to Customer Output or other AI Output provided to Customer. Pursuit cannot control, and has no duty to take any action, regarding how Customer may interpret, rely on, or use any AI Output or what actions Customer may take as a result of having been exposed to AI Output, and Customer hereby releases Pursuit from all liability for Customer having acquired or not acquired AI Output through the Services.

d. Ownership. As between the parties and except as otherwise set forth herein, Pursuit owns and retains all right, title, and interest in and to the Services, including any software which is distributed or otherwise provided to Customer hereunder (including but not limited to any software identified on an Order Form), Documentation, Pursuit Proprietary Insights, and all data, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Pursuit for the purposes of this Agreement, including any copies and derivative works of the foregoing. Customer shall own and retain all right, title, and interest in and to the Customer Data and, subject to the restrictions set forth in this Agreement, including in Section 5.b below, Customer Output. The parties acknowledge and agree that, except as expressly and unambiguously set forth herein, no other rights or licenses are granted under this Agreement.

e. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Pursuit with respect to the Services (“Feedback”). Customer shall, and hereby does, grant to Pursuit a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to fully use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Pursuit’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

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4. Third Party Services. Customer may access third-party websites or services through Customer’s use of the Services. Pursuit has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, practices of or opinions expressed in any third-party websites or by any third party that you integrate with through the Services. Pursuit will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of or integration with any third-party website or service.

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5. Restrictions.

a. General. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, download content from, rent, lease, distribute, pledge, assign, or transfer the Services, including any AI Output, except as set forth in Section 5.b below; (iv) use the Services or AI Output for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services, AI Output, or a Data Export (as defined below) to (a) build an application or product that is competitive with any Pursuit product or Services or (b) train artificial intelligence or machine learning models without Pursuit’s express written consent; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (ix) use any tool that “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services, including but not limited to any AI Output (through use of manual or automated means); (x) represent that AI Output is human-generated when it is not; or (xi) bypass any measures Pursuit may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data onto the Services. Customer (A) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (B) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.

b. Data Exports. Subject to the terms of this Agreement, including but not limited to the restrictions set forth in Section 5 (Restrictions), Pursuit grants Customer a limited right to export Customer Data and Customer Output (each such export, a “Data Export”), solely for the purposes of uploading to, or integrating the Services with, Customer’s customer relationship management system (“CRM Integration”). Notwithstanding the foregoing, Customer shall not upload or disclose any Customer Output, whether through a Data Export, CRM Integration, or other method, to any product or service provided by a third party (each, a “Data Service Provider”) under terms that provide any rights (including but not limited to rights to product improvement or training artificial intelligence or machine learning models) to use such Customer Output, and any derivatives thereof, whether or not aggregated or anonymized, for any purpose other than as necessary for the Data Service Provider to provide its products and services to Customer. For the avoidance of doubt and except as set forth in this Section 5.b, Customer is not permitted to export or otherwise disclose any other AI Output, including but not limited to Pursuit Proprietary Insights, in any manner. Upon Pursuit’s request, Customer shall cause any Data Service Providers to irretrievably delete and fully destroy such Data Export. Customer shall be fully liable for any damages arising out of any disclosure or integration under this Section b.

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6. Confidentiality. Each party agrees that the business, technical and financial information, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors (“Confidential Information”). Confidential Information does not include information that (i) is previously rightfully known to the receiving party without restriction on disclosure, (ii) is or becomes known to the general public, through no act or omission on the part of the receiving party, (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (iv) is independently developed by the receiving party. Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees, consultants, and independent contractors. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party (to the extent legally permissible) to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. For the avoidance of doubt, Pursuit Proprietary Insights are considered Pursuit Confidential Information.

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7. Fees; Payment.

a. Customer shall pay Pursuit fees as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced in advance at the beginning of each Order Form Term (as defined below) and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from the date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Pursuit’s net income). All Fees paid are non-refundable and are not subject to set-off. Pursuit shall have the option, in its sole discretion, to increase the Fees at the start of each Order Form Term (as defined below) or solely as necessary to cover any increase in the costs of an applicable third-party service required to provide the Services hereunder, at any point during the Order Form Term.

b. Notwithstanding the foregoing, in the event Customer instructs Pursuit to submit a request for information or records, including but not limited to requests for records under the Freedom of Information Act, Customer acknowledges and agrees that Customer shall be responsible for all costs associated with such request and shall pay any such costs invoiced by Pursuit in accordance with this Section 7.b.

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8. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms (as defined below). Each Order Form, unless otherwise specified therein, shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (i) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”, and collectively with the Order Form Initial Term, the “Order Form Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the then-current Order Form Term. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Pursuit may suspend or limit Customer or Customer users’ access to or use of the Services if (a) any Fees are more than sixty (60) days past due, or (b) Customer’s use of the Services results in (or, in Pursuit’s sole discretion, is reasonably likely to result in) damage to or material degradation of the Services; provided that Pursuit shall use commercially reasonable efforts to provide notice to Customer describing the basis of such suspension. Pursuit shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of such suspension (as determined in Pursuit’s sole discretion). All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, perpetual licenses, accrued payment obligations, ownership provisions, warranty disclaimers, and limitations of liability.

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9. Representations and Warranties; Disclaimer.

a. Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

b. Customer represents and warrants to Pursuit that (a) Customer owns all rights, title and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights in the Customer Data for Pursuit to perform the Services, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy); and (b) Customer and all users granted access to the Services under this Agreement will not use the Services in violation of any laws or regulations. Pursuit warrants to Customer that (1) the Services will be provided in a professional and workmanlike manner; and (2) the Services will perform in accordance with the Documentation in all material respects. In the event that the Services fail to satisfy the warranty in the foregoing sentence, Pursuit will, at its own expense, and as Customer’s sole and exclusive remedy, either: (A) promptly replace the Services with a solution that materially conforms to the Documentation; or (B) promptly repair the Services so that they materially conform to the Documentation.

c. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES (AND ANY PORTION THEREOF, INCLUDING AI OUTPUT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURSUIT DOES NOT WARRANT THAT THE SERVICES OR AI OUTPUT WILL MEET CUSTOMER’S REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. PURSUIT ADDITIONALLY MAKES NO GUARANTEES, WARRANTIES, OR PREDICTIONS REGARDING THE OUTCOME OF ANY PROPOSALS, BIDS, OR OTHER OFFERS GENERATED USING THE SERVICES. PRIOR RESULTS OF THE SERVICES, INCLUDING SUCCESSFUL PROPOSALS, BIDS, OR OTHER OFFERS, DO NOT GUARANTEE A SIMILAR OUTCOME. PURSUIT FURTHER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, VALIDITY, RELIABILITY, AVAILABILITY, OR COMPLETENESS OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO ANY AI OUTPUT.

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10. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any third party claim that (i) the Customer Data or Customer’s use of the Services, including AI Output (in the case of Customer as Indemnitor), or (ii) the Services (in the case of Pursuit as Indemnitor), infringe, violate, or misappropriate any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (b) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing indemnification obligations of Pursuit do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (1) not created or provided by Pursuit (including without limitation any Customer Data), (2) made in whole or in part in accordance to Customer specifications, (3) modified after delivery by Pursuit, (4) combined with other products, processes or materials not provided by Pursuit (where the alleged Losses arise from or relate to such combination), (5) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (6) Customer’s use of the Services is not strictly in accordance herewith.

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11. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 5 (RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO PURSUIT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

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12. Publicity. Customer hereby grants Pursuit a non-exclusive license to include Customer’s name and standard logo within lists of customers utilizing Pursuit’s products or services, both on Pursuit’s public-facing website and in marketing and promotional materials. Additionally, from time to time, Customer also agrees to participate in case studies as reasonably requested by Pursuit.

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13. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and Pursuit with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Pursuit with respect thereto. In the event of any conflict between this Agreement and an Order Form, this Agreement shall control unless expressly stated otherwise in the applicable Order Form. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery Services. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; pandemic; vandalism; accidents; sabotage; power failure; denial of Services attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Pursuit may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.