PURSUIT MARKETS LLC (“PURSUIT”) PROVIDES THE SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS TERMS OF SERVICE (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 CLICKING “I ACCEPT” ON AN ORDER FORM (DEFINED BELOW), BY EXECUTING OR SUBMITTING ANY ORDER FORM (AS DEFINED BELOW), OR BY 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.

‍

1. Order Forms; Access to the Services. This Agreement will be implemented through one or more written order forms that reference this Agreement (each, an “Order Form”). Upon mutual execution, each Order Form shall be incorporated into and form a part of this Agreement.  For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions 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 Pursuit product(s) and/or services(s) specified in such Order Form (collectively, the “Services”) during the applicable Order Form Term (as defined below) solely for the internal business purposes of Customer, only as provided herein and only in accordance with Pursuit’s applicable official user documentation for such Services (the “Documentation”).

‍

2. Integration Services. Upon payment of any applicable fees set forth in each Order Form, Pursuit agrees to use reasonable commercial efforts to provide standard integration services for the Services only if and to the extent such assistance is set forth on such Order Form (“Integration Services”).  If Pursuit provides Integration Services in excess of any agreed-upon hours estimate, or if Pursuit otherwise provides additional Integration Services beyond those agreed in an Order Form, Customer will pay Pursuit at its then-current hourly rates for consultation.

‍

3. Customer Account. Pursuit will provide Customer with access privileges that permit Customer to create, access and manage its account through the Services (“Customer Account”).  Customer will identify an administrative user name and password that will be used to set up Customer’s account.  Customer must provide accurate and complete information and keep the Customer Account information updated. Customer may never use another person’s user account or registration information for the Services without permission. Customer must notify Pursuit immediately of any discovered or otherwise suspected breach of security or unauthorized use of the Customer Account.  Customer is solely responsible for the activity that occurs on the Customer Account, for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Customer (even if Customer did not authorize such use), and for keeping the Customer Account password secure. Pursuit shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data (defined below), but Pursuit is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services.

‍

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.

‍

5. Ownership; Feedback. As between the parties, Pursuit retains all right, title, and interest in and to the Services, including any Output (as defined below), and all software, 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. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. 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.

‍

6. Restrictions. 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 Output (defined below); (iv) use the Services or 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 or Output 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 Output (through use of manual or automated means); (x) represent that output generated by the Services in response to Customer Data (“Output”) from the Services 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 (as defined below) 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.

‍

7. 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 shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.  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 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. Furthermore, Customer shall, and hereby does grant to Pursuit a perpetual, worldwide, non-exclusive, irrevocable right and license to: (a) use, fully exploit, and disclose any Customer Data that is or has become publicly available through no action or fault of Pursuit (“Public Data”) for Pursuit’s business purposes, including without limitation, for the purposes of evaluations, studies, analyses, and training, testing, improving, enhancing algorithms, or otherwise further developing, promoting or marketing the Services or any of Pursuit’s other products or services and (b) create enhancements, improvements, insights, results, reports, discoveries, derivative works, inventions, know-how, methods, techniques and technologies from or based on Customer Data, provided that Pursuit will not disclose any Enhanced Data that can specifically identify Customer (“Enhanced Data”).

‍

8. Output. Output is generated through the Services in response to Customer Data input into the Services by Customer. Certain Output generated by the Services may be generated through use of artificial intelligence. 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) artificial intelligence and machine learning are rapidly evolving fields of study, and use of the Services may in some situations result in incorrect or inaccurate Output; (iii) Customer must verify the accuracy and appropriateness of any Output before relying on any such Output; (iv) relying upon any 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 materials that are generated from the Services for other users, regardless of any level of similarity. Pursuit cannot control and has no duty to take any action regarding how Customer may interpret, rely on or use any Output or what actions Customer may take as a result of having been exposed to Output, and Customer hereby releases Pursuit from all liability for Customer having acquired or not acquired Output through the Services.

‍

9. 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.

‍

‍

10. 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.

‍

11. Fees; Payment.

i. 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 Initial Term or Order Form Renewal Term (as applicable) 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 Renewal Term (as defined herein) or at any point during the Order Form Initial Term or an applicable Order Form Renewal Term solely as necessary to cover any increase in the costs of an applicable third-party service required to provide the Services hereunder.

ii. 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 11.

‍

12. 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 (defined below). For each Order Form, unless otherwise specified therein, the “Order Form Term” 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 all “Order Form Initial Term” and “Order Form Renewal Term” together, the “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 Order Form Initial Term or then-current Order Form Renewal Term, as applicable. 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’s access to or use of the Services if (a) Customer’s account is more than sixty (60) days past due, or (b) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Pursuit’s ability to provide access to the Services to other customers; provided that in the case of subsection (b): (1) Pursuit shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (2) prior to any such suspension or limitation, Pursuit shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (3) Pursuit shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. 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.

‍

13. Representations and Warranties; Disclaimer.

i. 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.

ii. 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.

‍

iii. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES (AND ANY PORTION THEREOF, INCLUDING 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 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 WITHOUT LIMITATION ANY OUTPUT OR INFORMATION GENERATED BY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING.

‍

14. 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 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.

‍

15. 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.

‍

16. 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.