1 SERVICES

1.1 Services. This Agreement between the Parties pertains to a workflow automation platform made available by the Company (the “Platform”), through which the Client can streamline operational processes, data management, and compliance workflows for alternative asset management (“Output”). Company makes the Platform available as a service as set out in this Agreement (alongside the Output and other services described in the Order Form, the “Services”).

1.2 End Users. Client is responsible for managing the access to and use of the Platform by the individuals to whom it grants access (the “End Users”). End Users are obliged to access the Services through identifiers either made available by Company or through Client’s own directories (“Credentials”).

1.3 Availability. Company will use commercially reasonable efforts to make the Services usable on an uninterrupted basis to Client, other than during any period of scheduled maintenance determined by Company.

1.4 AI Output. The Company makes no representations as to the accuracy of the Services or any Output derived therefrom (including Outputs). Client acknowledges that AI-based features may produce unpredictable Outputs that are inaccurate or incomplete and that such features are not intended to replace human judgment or oversight.

1.5 No Financial or Legal Advice. The Services are provided for informational purposes only and do not replace Client's own professional judgment, due diligence, or the need to consult with qualified professionals. The Services do not constitute legal, financial or compliance-related advice and do not replace Client’s own professional judgement. Client acknowledges that any decisions made based on the Services are made at Client's own risk and discretion.

2 PERMITTED USE AND CLIENT OBLIGATIONS

2.1 Permitted Use. Subject to Client abiding by the terms and conditions of this Agreement, Client shall have the limited, non-exclusive, non-transferable, and non-sublicensable right to use and access the Platform remotely via the internet solely for Client's internal and professional use.

2.2 Restrictions on Use. Except as otherwise expressly provided herein, Client shall not: (i) provide access to, disclose, sublicense, or reproduce the Platform or documentation to third parties; (ii) modify, adapt, translate, enhance, or alter the Platform; (iii) reverse engineer, decompile, or disassemble the Platform; (iv) introduce malicious code or conduct security testing without written authorization; (v) access source code or object code; (vi) circumvent access controls or forge Credentials; (vii) disclose benchmark results without consent; (viii) transfer rights under this Agreement except as expressly permitted; (viii) use the Services in a manner that could be construed as the Platform providing regulated advice, including legal, financial, investment, accounting, or other regulated advice and/or would cause the Platform to have to be registered with a given authority; (ix) use the Services for any illegal purpose or activity.

2.3 End Users. Client shall be solely responsible for the use and access to the Services by End Users, as well as ensuring that there are no unauthorized use or access to the Services.

2.4 Client Obligations. All information and data submitted by Client to the Platform while using the Services is defined as “Client Data”. Client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Company hereunder, including any Client Data, personal information and Confidential Information (as defined below). Client releases Company from any responsibility or liability in the event of non-compliance of Client or End Users with any applicable law, statute, rules, guideline or public policy, in connection to the collection, use and disclosure of Client Data, Confidential Information or other information in connection with the Services.

3 FEES AND PAYMENT

3.1 Fees. In consideration for the provision of the Services, Client shall pay to Company the applicable fees resulting from its use of the Services (“Fees”), which shall be charged and invoiced to Client. No reimbursement will be made for any cancellation of the Services or decrease in number of End Users during the Term (if pricing is based on the number of End Users).

3.2 Payment Terms. All amounts owed to Company shall be paid within 30 days of an invoice. Any unpaid amount shall bear interest from the due date to the date of payment at the rate of 1.5% per month (being 18% per annum), or, if lower, the highest rate permitted under applicable law, such interest to accrue from day to day and to be compounded on a monthly basis, and default of payment may lead to suspension or termination of the Services. Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit or withholding for any reason. Except as provided for herein, all payments made pursuant to this Agreement are non-refundable.

3.3 Taxes. The Fees are exclusive of all taxes imposed by applicable law in connection with the Fees, including, sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of Services, and Client shall be responsible for the payment of all such applicable taxes.

4 INTELLECTUAL PROPERTY

4.1 Ownership of Platform. As between the parties, all rights, titles, and interests in and to the Platform and the documentation (inclusive of all enhancements, changes, and modifications to the Platform and documentation), including all intellectual property and other proprietary rights therein are owned solely and exclusively by the Company. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer, or convey to or vest in Client any title, rights, or interest in or to any intellectual property, including in or to the Platform or the documentation, other than the rights specifically and expressly granted herein. Company reserves all rights not expressly granted to Client hereunder.

4.2 Ownership of Outputs. As between the parties, all rights, titles, and interests in and to the Outputs, including any applicable intellectual property and other proprietary rights therein are owned solely and exclusively by the Client. The Client will not reuse Outputs except as expressly permitted herein.

4.3 Client Data. Subject to the limited licenses granted herein, Client represents and warrants that, as between the parties, all rights, titles, and interests in and to the Client Data including any intellectual property and other proprietary rights therein are owned solely and exclusively by Client. Client shall abide by all laws, policies, procedures, guidelines or other rules applicable to Client Data.

4.4 Client Data and Outputs. Client acknowledges and agrees that by using the Services it will make available Client Data to the Company. Client hereby grants to the Company a personal, worldwide, royalty free and non-exclusive license to use the Client Data and Outputs to provide the Services to the Client.

4.5 De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Client agrees that Company may use Client Data to create De-Identified Data. “De-Identified Data” means data and information that is collected or created by Client while providing the Services that does not identify any individual, or Client, or any End User. De-Identified Data may include data or information collected by Company when Client or its End Users access or use the Services, including technical data, performance data, statistical data, and connection data. As between Client and Company, Company owns all right, title, and interest, including all intellectual property Rights, in and to the De-Identified Data and may use such data for any lawful purpose. This includes using De-Identified Data to conduct research, improve the Services, create or build new products, build and train proprietary algorithms or models, engage in data analytics, and otherwise exploit the data for Company’s commercial purposes.

4.6 Feedback. Client assigns to Company all feedback, suggestions, recommendations, and ideas provided by Client regarding the Platform or Services.

5 CONFIDENTIALITY

5.1 “Confidential Information” means any and all data or information including the terms of this Agreement, the Client Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, Credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such party (the “Disclosing Party”) in connection with the Agreement to the other party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all Fees).

5.2 Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.

5.3 Publicity. Company may use Client logo and company name on Company website website, during sales pitches and during fundraising events for the purpose of identifying Client as customer of Company. All such use shall be consistent with any branding or other guidelines provided and permission to use said logo and/or company name may be revoked at any time at your sole discretion.

6 REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, grant the licenses set forth herein and to discharge its obligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound.

6.2 Company's Representations and Warranties. Company further represents and warrants that, during the Term, (i) the Services will be performed in accordance with this Agreement; and (ii) it has not received, and has no knowledge, of any claim or allegation that the Platform, or Client's use of the Services infringes or misappropriates any intellectual property right of any third party.

6.3 Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CLIENT ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SOFTWARE OR THE SERVICES PROVIDED HEREIN, AND THAT CLIENT HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. COMPANY MAKES NO WARRANTIES AS TO THE EXPERTS NOR THE QUALITY OR TIMELINESS OF ANY RESPONSE TO A QUERY OR INTERACTION VIA THE SERVICES. CLIENT SPECIFICALLY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. ANY INFORMATION PROVIDED THROUGH THE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Without limiting the terms of this Agreement, in no case shall Client or End Users use the Platform or Services to: (i) conduct any illegal activity; or (ii) exchange any information in violation of confidentiality obligations, fiduciary duties or other duty of care to any third party.

6.4 Client's Representations and Warranties. Client further represents and warrants that: (i) it shall at all times comply with any applicable laws (including any applicable securities, privacy or data protection laws) and this Agreement; (ii) the Client Data does not infringe or misappropriate any rights of any third party (including End Users'); and (iii) it has obtained all necessary consents and authorizations for the collection, use, and disclosure of the Client Data to Company hereunder, prior to such Client Data being made available by Client through the Platform.

7 INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification by Client. Customer will indemnify and hold harmless Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, including reasonable attorneys’ fees brought or asserted by any third party arising out of or relating to: (a) the Client Data, including any allegation that Company’s processing or use of Client Data infringes on any third-party intellectual property, proprietary, or privacy right; (b) Client’s violation of applicable laws, rules, or regulations; or (c) Client’s gross negligence or willful misconduct

7.2 Indemnification by Company. Company agrees to indemnify, defend, and hold Client harmless from and against any claim that the Services, or the provision, receipt, or use thereof as authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or that Company has failed to obtain or maintain any permissions, consents, authorizations, rights, or licenses necessary for Company to provide or Client to receive or the Services as authorized herein (an “IP Claim”).

7.3 Exclusions. Company’s indemnification obligation shall not apply to any IP Claim to the extent resulting from:

(i) Client’s use of the Services in material breach of the applicable use rights or restrictions under this Agreement; (ii) unauthorized modifications to the Services made by Client; (iii) Client’s use of the Services in combination with third-party products or services that are neither supplied nor approved by Company nor reasonably intended or required in order to access or use the Services, where the IP Claim is predominantly directed to infringing aspects of such third-party products or services and would not have arisen but for such combination; or (iv) Client’s instructions.

7.4 Indemnification Procedure. A Party invoking the indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement. The Indemnified Party must permit the Indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit (provided that the Indemnified Party may opt to participate in the defense at its own expense). The Indemnified Party must provide assistance to the Indemnifying Party in the defense of such a lawsuit, at the Indemnifying Party's cost and expense. The Indemnifying Party must not enter into any settlement agreement or otherwise settle any such claim or lawsuit that does not contain a full and final release of all claims against the Indemnified Party without its express prior consent or request. Where Client invokes its rights as a result of a third party claim or allegation that the Services infringes any intellectual property right of any third party, Company may, at its own expense and at its sole discretion, (a) replace or modify the Services so as to be non-infringing, (b) obtain for Client a license to continue using the Services, or (c) if neither (a) nor (b) is feasible, terminate the Agreement.

7.5 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. OTHER THAN EACH PARTY’S INDENFICIATION OBLIGATIONS UNDER THIS SECTION 7 AND OTHER THAN EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL COMPANY'S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CLIENT OF THE OBLIGATION TO PAY FEES AND THE OTHER AMOUNTS PAID TO COMPANY, PLUS ANY APPLICABLE TAXES.

8 TERM AND TERMINATION

8.1 Term. The Services shall commence on the Effective Date and continue for the period of time specified in the Order Form (“Term”), unless otherwise terminated in accordance with this Section 8.

8.2 Termination. Either party may, in addition to other relief, suspend or terminate this Agreement if (A) the other party commits a material breach of this Agreement, and either fails within 10 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion; or (B) becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party and is not dismissed within 30 days.

8.3 Effects of Expiration or Termination.

(a) Company stops Services; Client/End Users stop using Platform and return/destroy documentation; both parties return or destroy each other's Confidential Information within 30 days.

(b) Company provides limited 15-day access for administrators to wind down sites and migrate Client Data. Company may charge for additional wind-down services. After 60 days, Company has no obligation to retain Client Data. Confidential Information may be retained for archival purposes if not accessible in ordinary business operations or as required by law, remaining subject to Agreement terms.

8.4 Survival. The provisions of Sections 2, 3, 4-9 (as well as the definitions of terms related thereto) shall survive the termination or expiration of this Agreement, so as any other provisions which by their meaning are intended to survive such expiration or termination.