Platform Agreement

1.1. This Platform Agreement (the "Agreement") is between TITLEMAN Inc and You and governs Your use of the Service. If You are using the Service on behalf of another entity (such as your employer), You must have the authority to accept these Terms on their behalf.

1.2. By using the Service, the parties are agreeing to the terms of this Agreement in their entirety.

2.1. The Service is a research tool, and its Output is not legal or investment advice. Output is AI-generated, and it may contain errors and misstatements or may be incomplete.

3.1. The definitions in Section 13 (Defined Terms) apply to these Terms. All terms in quotation marks in the body of this Agreement are also defined terms.

4.1. Access Grant. Subject to the Terms, You and Your Affiliates may access, and we grant You and Your Affiliates the non-exclusive right to use, the Service pursuant to the Documentation. Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization. You will take reasonable steps to prevent unauthorized use of the Service.

4.2. Use Restrictions. You may not:

• 4.2.1. use the Service in a way that infringes, misappropriates, or violates any person’s rights;
• 4.2.2. access or use the Service from any Embargoed Countries;
• 4.2.3. attempt to reverse engineer or attempt to discover the source code or engineering of the underlying model and systems of the Service or TITLEMAN Inc’s subcontractors;
• 4.2.4. attempt automated means to scrape content or Output from the Service; or
• 4.2.5. provide to the Service any personally identifiable genetic or biometric data.

4.3. Compliance & Special Data. You acknowledge that the Service is not Payment Card Industry (PCI) compliant. If You utilize Protected Health Information with the Service, such usage will further be subject to the terms of an executed TITLEMAN Inc Business Associate Addendum.

4.4. Feedback. To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. TITLEMAN Inc may not utilize Feedback in a way that identifies, or could be used to identify You or Your users, Customer Data, Content, or Your Confidential Information.

4.5. Third-Party Products. Any third party software, services, or other products You use in connection with the Service (for example, Your internet browser) are subject to their own terms, and we are not responsible for such third party products.

5.1. Ownership. You may provide Input to the Service and receive Output from the Service. As between the parties, You own Your Content.

5.2. Similarity of Output. You may provide Input that is similar or identical to a third party’s user’s Input or may receive Output that is similar or identical to Output provided to other third party users. Queries that are requested by other third party users and responses provided to other third party users are not Your Content.

6.1. Provision of Data. To utilize certain features, You may be required to upload documents ("Customer Data") into the Service for the purpose of enabling certain features.

6.2. Rights in Customer Data. As between the parties, You retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to TITLEMAN Inc and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You or Your Affiliates, to prevent or address service or technical problems with the Service, or as may be required by applicable law.

7.1. Access to and use of the Service is provided on a prepaid, credit-based basis. Customer purchases usage credits through the Service or authorized sales channels, and each credit entitles Customer to one permitted use of the Service (or such other usage units as described on the Service website or Documentation at the time of purchase).

Prices for credits and applicable subscription plans are displayed at the time of purchase and may be updated from time to time. All purchases of credits are payable in advance and are non-refundable, except as expressly required by applicable law.

TITLEMAN Inc. reserves the right to correct pricing, billing, or credit allocation errors or mistakes within forty-five (45) days after the applicable transaction.

Unused credits have no cash value, are not transferable, and expire ninety-nine (99) days after the date they are added to Customer's account, regardless of credit type, unless a different period is expressly stated in an applicable order form or the pricing terms displayed at the time of purchase.

7.2. Taxes. Fees are exclusive of any taxes or other governmental assessments, including but not limited to sales, use, consumption, value-added, goods and services taxes, withholding taxes, and related interest and penalties ("Taxes"). You are responsible for all Taxes on the Fees, except Taxes borne by TITLEMAN Inc. TITLEMAN Inc will add Taxes to Your invoice if required by law. To claim an exemption from Taxes, You must provide a valid exemption certificate within 30 days of the invoice date. Your payments to TITLEMAN Inc will be made without any deduction or withholding of any kind. If any deduction or withholding is required by law, You will gross up the payment so that TITLEMAN Inc receives the amount it would have received absent such deduction or withholding. The Parties will cooperate and exchange all documentation necessary to reduce or eliminate any required deduction or withholding, and You will provide official receipts or other evidence of any amounts withheld and remitted promptly after issuance by the relevant taxing authority.

7.3. Disputes & Late Payment. If You want to dispute any Fees or Taxes, please contact a.galt@titleman.ai within 30 days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of the unpaid balance per month, accruing daily and compounding monthly at the rate of the prevailing Federal Funds Rate (subject to a minimum of zero) plus 1.5% per annum. If any undisputed amount of Your Fees is past due, we may suspend Your access to the Service after we provide You written notice of late payment. In the event of a billing dispute, any undisputed amounts must be paid in full.

8.1. Term. These Terms take effect as of the Effective Date and remain in effect until terminated. Either party may terminate these Terms by providing notice to the other party. Notwithstanding the above, termination (either by TITLEMAN Inc or You) does not become effective until the expiration or termination of all operative order forms or as otherwise indicated in Your order form or this Agreement. In the case of termination, You remain obligated to pay for any used but unpaid Fees charged to Your account.

8.2. Termination for Cause. Either party may terminate any operative order form if the other party fails to cure any material breach of such order form or the Agreement within 30 days after receipt of written notice from the terminating party of the material breach.

8.3. Effect of Termination for Cause. In the event an order form is terminated pursuant to Section 8.2 of this Agreement, on a date other than the Term End Date (as defined in the order form), You will be refunded a pro rata amount of any prepaid unused Fees inclusive of the day of termination.

8.4. Survival. The sections of these terms that customarily would survive such an agreement will survive (for example, provisions around confidentiality, obligation to pay unpaid fees, etc.).

9.1. By TITLEMAN Inc. TITLEMAN Inc will defend You against any claim by a third party alleging that the Service, when used in accordance with these Terms and the Documentation, infringes any intellectual property right of such third party and will indemnify You for any damages, costs, and, if applicable, attorneys’ fees finally awarded against You or agreed in settlement by us resulting from such claim.

If Your use of the Service results (or in TITLEMAN Inc’s opinion is likely to result) in an infringement claim, TITLEMAN Inc may either:

• (i) substitute functionally similar products or services;
• (ii) procure for You the right to continue using the Service; or if (i) and (ii) are not commercially reasonable;
• (iii) terminate this Agreement, or the applicable order form, and refund to You any prepaid unused Fees for the applicable Service.

TITLEMAN Inc will not have an obligation to indemnify and defend to the extent the applicable claim is attributable to any materials not provided by TITLEMAN Inc either alone or in combination with the Service. Notwithstanding the above, TITLEMAN Inc does not have any obligation to defend or indemnify with respect to Output that results from Input or Customer Data that is in violation of our Terms or results from Input or Customer Data that You knew or reasonably should have known was likely to lead to infringing Output.

9.2. By You. You will defend TITLEMAN Inc against any claim by a third party arising from or relating to: (i) Your Input or (ii) Your Customer Data. You will indemnify TITLEMAN Inc for any damages, costs, and, if applicable, attorneys’ fees finally awarded against TITLEMAN Inc or agreed in settlement by You resulting from such claim.

9.3. Indemnification Process. In the event of a potential indemnity obligation under this section, each party (the "Indemnified Party") will:

• (i) promptly notify the other party (the "Indemnifying Party") in writing of the claim;
• (ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party’s cost and expense; and
• (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party’s expense.

Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this section will not relieve the Indemnifying Party of its obligations under this section. However, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party.

The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section 9 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party’s prior written consent.

10.1. Your Warranties. You warrant that You have the necessary rights in Your Customer Data and Input to use it with the Service and that Your use of the Service will comply with all applicable laws and regulations.

10.2. TITLEMAN Inc Warranties. TITLEMAN Inc warrants that:

• (i) the Service will conform in all material respects with the specifications provided by TITLEMAN Inc, including in our Documentation;
• (ii) it will provide the Service in a professional and workmanlike manner with employees having a level of skill commensurate with the requirements of this Agreement;
• (iii) the Service does not to our knowledge infringe any third party intellectual property right; and
• (iv) its provision of the Service will comply with all applicable laws and regulations.

10.3. Disclaimer. Except for the warranties in this section, the parties disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title. TITLEMAN Inc does not represent or warrant that the use of the Service will be uninterrupted or error-free.

11.1. Exclusion of Consequential Damages. In no event will either party be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.

11.2. General Liability Cap. Other than with respect to:

• (i) either party’s payment obligations under these Terms;
• (ii) the parties’ obligations under Section 9 (Indemnification);
• (iii) the claims indicated in Section 11.3 below; and
• (iv) claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct),

in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed the greater of (x) the amount actually paid or payable to TITLEMAN Inc by You in the prior 12 months relating to Your use the Service or (y) $250,000 (the "Liability Cap").

11.3. Data Breach & Confidentiality Cap. For claims relating to data breaches of Your Customer Data caused by TITLEMAN Inc’s breach of its obligations under our Security Addendum or the DPA, as well as either party’s breach of its obligations relating to confidentiality, total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms will not exceed the greater of (x) two times the amount actually paid or payable to TITLEMAN Inc by You in the prior 12 months relating to Your use of the Service or (y) $500,000 (the "Data Breach Cap").

12.1. Assignment. Neither party may assign these Terms without the advance written consent of the other party, except that TITLEMAN Inc may (i) assign these Terms in their entirety to any Affiliate or (ii) assign these Terms in connection with a consolidation, merger or sale of all or substantially all of TITLEMAN Inc’s assets.

12.2. Subcontracting. TITLEMAN Inc may use subcontractors and other third-party providers in connection with the performance of its activities under these Terms as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers.

12.3. Severability. If a court of competent jurisdiction holds any provision of these Terms to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect.

12.4. Affiliate Usage. You may grant Your Affiliates access to and use of the Service under Your account; provided, that You ensure such Affiliates are aware of, and You are responsible for their compliance with, the Terms. Actions taken or omissions made by Your Affiliates in connection with their access or use of the Service are subject to the Terms and deemed as if taken or made by You. Any claims Your Affiliates may have in connection with the Terms or Service shall be made exclusively by You on behalf of Your Affiliates and shall be subject to the limitations set forth in these Terms, including Section 11 (Limitations on Liability). The parties agree that a person who is not a party to these Terms, including Your Affiliates, shall have no right to enforce any provision of the Terms against TITLEMAN Inc directly.

12.5. Open Source Software. We warrant that we will not use any software in the Service that would cause Your software to become subject to an open source license that would require, as a condition of use, Your software to be disclosed or distributed in source code form or would give others the right to modify Your software.

12.6. Confidentiality. Each party (as the "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms. If the Receiving Party is required by applicable law or court order to disclose Confidential Information, then the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with advance written notification.

12.7. Usage Data. TITLEMAN Inc may collect and use Usage Data to develop, improve, support, and operate the Service. TITLEMAN Inc may not share Usage Data that includes Your Confidential Information with a third party except (i) in accordance with Section 12.6 (Confidentiality), or (ii) to the extent the Usage Data is aggregated and anonymized.

12.8. No Training. TITLEMAN Inc will not train any AI models using Your Content or Customer Data. Subprocessors will not train any AI models using Your Content or Customer Data. Subprocessors will not retain or log for human review Your Content or Customer Data.

12.9. Insurance. TITLEMAN Inc may maintain industry-standard insurance.

12.10. Use of Name. You grant us the right to reference You as a customer of the Service and to use Your logo for that purpose. You may terminate such right at any time by providing us with notice.

12.11. Governing Law. These Terms will be governed by the Governing Laws without regard to conflicts of laws provisions thereof.

12.12. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or its breach, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration.

• 12.12.1. For customers in the EEA, Switzerland or UK, matters will be determined by a sole arbitrator in London, subject to the Rules of Arbitration of the International Chamber of Commerce. For all other customers, matters will be determined by a sole arbitrator in Wilmington, Delaware subject to JAMS’ Streamlined Arbitration Rules and Procedure.
• 12.12.2. For matters with a disputed amount in controversy of more than $250,000, the matter will be heard before a panel of three arbitrators in the same seat/venue.
• 12.12.3. Judgment on the award may be entered in any court having jurisdiction.

12.13. Notice. All notices must be in writing (in English) and addressed to the parties via email: (i) for TITLEMAN Inc, notice must be sent to a.galt@titleman.ai, and (ii) for You, to the email address set forth in Your operative order form.

12.14. No Waiver. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving party.

12.15. Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements.

12.16. Export Control. The parties agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. You represent and warrant that You and Your Affiliates are not located or operating in any Embargoed Countries.

12.17. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for failure to pay applicable Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, labor disputes, systemic utility failures, or public health emergencies.

13.1. "Acceptable Use Policy" means TITLEMAN Inc’s policy governing the use of its Service.

13.2. "Affiliate" means any entity that (i) directly or indirectly controls, is controlled by, or is under common control with the subject entity where "control," for the purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity and (ii) is not otherwise a portfolio company, investment, or entity in which a party (or any of its Affiliates) holds an ownership interest solely as a passive investment.

13.3. "Agreement" has the meaning set forth on the cover page.

13.4. "Business Associate Addendum" means an executed Business Associate Addendum relating to the use of Protected Health Information with the Service.

13.5. "Confidential Information" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Content specific to You and Your Customer Data are Your Confidential Information.

13.6. "Content" means Input and Output collectively.

13.7. "Customer Data" has the meaning set forth in Section 6.1.

13.8. "Data Breach Cap" has the meaning set forth in Section 11.3.

13.9. "Data Processing Addendum" or "DPA" means the Data Processing Addendum governing TITLEMAN Inc’s processing of Content and Customer Data; provided that if the parties have executed a separate operative agreement governing TITLEMAN Inc’s processing of Content and Customer Data, such agreement shall instead apply as the DPA.

13.10. "Disclosing Party" has the meaning set forth in Section 12.6.

13.11. "Documentation" means the technical and other documents regarding usage of the Service as may be made available to You. TITLEMAN Inc may update the Documentation from time-to-time.

13.12. "Effective Date" means the date which is the earlier of (i) when You first use the Service or (ii) the effective date of the first Order Form referencing this Agreement.

13.13. "Embargoed Countries" has the meaning set forth in Section 12.16.

13.14. "Feedback" means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to TITLEMAN Inc by You relating to our offerings. Feedback excludes Customer Data and Content.

13.15. "Fees" has the meaning set forth in Section 7.1.

13.16. "Governing Law" means (i) for customers in the EEA, Switzerland, or UK, the laws of England and Wales, and (ii) for all other customers, the laws of the State of Delaware and the United States.

13.17. "TITLEMAN Inc" means TITLEMAN Inc, a Delaware corporation as well as all of its Affiliates.

13.18. "Indemnified Party" has the meaning set forth in Section 9.3.

13.19. "Indemnifying Party" has the meaning set forth in Section 9.3.

13.20. "Input" means the query provided by a user to the Service.

13.21. "Liability Cap" has the meaning set forth in Section 11.2.

13.22. "Output" means the output provided by the Service to a user in response to such user’s Input.

13.23. "Privacy Policy" means TITLEMAN Inc’s policy governing the privacy provisions related to its Service.

13.24. "Protected Health Information" has the same meaning as defined under Health Insurance Portability and Accountability Act of 1996, together with its implementing regulations, 45 CFR Parts 160 and 164, and the Health Information Technology for Economic and Clinical Health Act.

13.25. "Receiving Party" has the meaning set forth in Section 12.6.

13.26. "Security Addendum" means TITLEMAN Inc’s addendum governing the security provisions related to its Service.

13.27. "Service" means the software-as-a-service offering made available by TITLEMAN Inc, including through its webapp, mobile applications, and any other applications, plug-ins, integrations, or interfaces provided now or in the future by TITLEMAN Inc.

13.28. "Service Terms" means the additional terms that govern the use of Preview Features as well as other optional offerings and features of the Service.

13.29. "Subprocessor" means any subcontractor or vendor of TITLEMAN Inc that has access to or otherwise processes Customer Data or Content.

13.30. "Support and Service Level Terms" means TITLEMAN Inc’s terms governing support and Service Level arrangements.

13.31. "Taxes" has the meaning set forth in Section 7.2.

13.32. "Terms" has the meaning set forth in Section 1.2.

13.33. "Usage Data" means information reflecting the access, interaction, or use of the Service by or on behalf of Customer including frequency, duration, volume, and statistical analysis. Usage Data does not include any Customer Data or Content.

13.34. "You" or "Your" means (i) the organization contracting for the use of the Service and (ii) the respective authorized users from Your organization as appropriate.

13.35. "We" or "we" or "Our" or "our" means TITLEMAN Inc.