WEST ORANGE LABS

SUBSCRIPTION AGREEMENT AND DATA LICENSE

Version 1.4 — October 22, 2026

This Subscription Agreement and Data License (this “Agreement“) is entered into by and between West Orange Labs, LLC, a Delaware limited liability company (“Company“), and the organization identified as the customer in an Order Form that references this Agreement (“Customer“). This Agreement is effective on the earliest of (a) the date on which both parties sign the first Order Form, (b) the date on which Customer completes the first online Order Form through the Platform, and (c) for a Trial, the date on which an individual with authority to bind Customer accepts this Agreement through the Platform sign-up process (the “Effective Date“).

Company operates a subscription data platform at westorangelabs.com that compiles, links, tracks and scores information drawn from public sources. Customer wishes to access the platform and use its data for Customer’s internal business purposes, and Company is willing to grant that access on the terms of this Agreement. The parties therefore agree as follows.

1. DEFINITIONS

Capitalized terms have the meanings given below or where they are first defined in this Agreement.

1.1 “Authorized User“ means an individual employee of Customer, or an individual contractor performing services for Customer, whom Customer has assigned to a Seat, who holds individual login credentials, and who is bound by written obligations that are at least as protective of Platform Data as this Agreement.

1.2 “Compilation“ means the Platform Data taken as a whole and in its parts, including Company’s selection, coordination and arrangement of facts and records, the linkages Company establishes among records, the history of each record and the record of changes to it, and all Derived Data.

1.3 “Customer Data“ means lists and other information that Customer or its Authorized Users upload or enter into the Platform, including CUSIPs, fund names, borrower names and watchlist entries. Customer Data does not include Platform Data or Match Results.

1.4 “Derived Data“ means fields, scores, classifications, normalized values, dated event timelines, summaries, linkages and other data that Company creates and that do not appear in that form in the Public Source Records.

1.5 “Documentation“ means the user guides, methodology notes, field definitions and help materials that Company makes available through the Platform, as updated from time to time.

1.6 “Download“ means a single file generated through the Platform’s export function and delivered to Customer, regardless of the number of records it contains.

1.7 “Excerpt“ has the meaning given in Section 3.3.

1.8 “Fees“ means the fees stated in an Order Form.

1.9 “Internal Business Purposes“ means Customer’s own internal research, analysis, investment, credit, lending, risk management, compliance and business decision-making, including preparing Client Reports as permitted by Section 3.3. Internal Business Purposes do not include providing Platform Data to any third party as data or as part of any product or service.

1.10 “Match Results“ means the output the Platform produces when it matches Customer Data against Platform Data. Match Results are Platform Data.

1.11 “Order Form“ means an ordering document signed by both parties, or an online order completed through the Platform, that references this Agreement and states the Plan, Seats, Fees, Subscription Term and any other commercial terms.

1.12 “Plan“ means the Trial, Professional or Enterprise plan described in Exhibit A, as modified by the applicable Order Form.

1.13 “Plan Limits“ means the Seat, Download, history and feature limits of Customer’s Plan.

1.14 “Platform“ means Company’s subscription data platform made available at westorangelabs.com, including the HyperscaleTelemetry, ChipTelemetry, ExposureTelemetry, NuclearTelemetry, HelioTelemetry and PreciousTelemetry products, the “What changed” feed, watchlists and alerts, the portfolio matching tool, the Weekly Report, any application programming interface made available under an Order Form, the Documentation, and all updates to any of them.

1.15 “Platform Data“ means all data and content made available to Customer through the Platform after sign-in, including the Compilation, Derived Data, Match Results, the Weekly Report and Downloads. Platform Data does not include Public Materials or Customer Data.

1.16 “Public Materials“ means the short weekly brief and the teaser pages for individual data center financings (showing name, location, size and status only) that Company makes available on its public website without sign-in.

1.17 “Public Source Records“ means the filings, dockets, court records, price lists and other publicly available records from which Platform Data is compiled, including filings with the U.S. Securities and Exchange Commission and records of utility commissions and courts.

1.18 “Report“ means a single report, memorandum, presentation, analysis or other deliverable prepared by Customer.

1.19 “Seat“ means a named-user subscription that permits one Authorized User to access the Platform.

1.20 “Subscription Term“ means the period stated in an Order Form, together with any renewal under Section 9.3, or for a Trial the period stated in Section 2.4.

1.21 “Weekly Report“ means the report on Platform Data that Company delivers to subscribers each Monday.

2. ACCESS TO THE PLATFORM

2.1 Access. Subject to this Agreement and payment of the Fees, Company will make the Platform available to Customer’s Authorized Users during the Subscription Term in accordance with Customer’s Plan.

2.2 Named Seats. Each Seat may be used by only one named Authorized User. Login credentials may not be shared, and a single Seat may not be used by more than one individual, whether at the same time or in rotation. Customer may reassign a Seat from one individual to another when the first individual leaves Customer’s employment or engagement or no longer requires access, but not for the purpose of giving several individuals access through one Seat. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own, and Customer is responsible for each contractor Authorized User’s compliance with this Agreement.

2.3 Account Security. Customer will keep login credentials confidential and will notify Company promptly, and in any event within 48 hours, after becoming aware of any unauthorized use of a Seat or any other breach of security relating to the Platform.

2.4 Trial. A Trial gives Authorized Users access to the full Platform on screen for the period stated in Exhibit A or as Company otherwise specifies in writing. No Downloads are available during a Trial. A Trial ends automatically at the end of its period and does not renew or convert to a paid Plan unless Customer enters into an Order Form. Company may end a Trial at any time on notice. Unless Company agrees otherwise in writing, Customer and its affiliates are limited to one Trial, and Customer will not open or permit additional Trials through other accounts, email addresses or affiliates. Sections 7.5 and 11.1 do not apply to a Trial.

2.5 Changes to the Platform. Company may update, improve and modify the Platform from time to time. Company will not materially reduce the core functionality of a paid Plan during the then-current Subscription Term. Customer’s purchase is not contingent on the delivery of any future functionality or feature, including email alerts, or on any oral or written statement by Company about future functionality.

3. LICENSE TO PLATFORM DATA

3.1 License Grant. Subject to this Agreement, Company grants Customer a limited, non-exclusive, non-transferable and non-sublicensable license, during the Subscription Term, for its Authorized Users to access and use Platform Data solely for Customer’s Internal Business Purposes and within the Plan Limits.

3.2 Restrictions. Except as expressly permitted by Section 3.3 or Section 3.4, Customer will not, and will not permit any Authorized User or other person to:

(a) sell, resell, rent, lease, license, sublicense, distribute, redistribute, transfer, disclose or otherwise make Platform Data available to any third party, including any affiliate of Customer that is not itself a party to an Order Form;

(b) publish or make publicly available the Compilation or any substantial part of it, in original or modified form, including on a website, in a publication, in marketing materials or on social media;

(c) use Platform Data to create, develop, maintain, enhance or contribute to any database, dataset, index, score, rating or product that competes with or substitutes for the Platform or any part of it, or that is offered to any third party;

(d) use Platform Data to train, fine-tune, evaluate or benchmark any artificial intelligence or machine-learning model, to build any embedding, vector or retrieval index used to ground such a model, or to include Platform Data in any dataset assembled for any of those purposes;

(e) access, collect or copy the Platform or Platform Data by scraping, crawling, spiders, bots, scripts or any other automated or systematic means, or download, export or copy Platform Data other than through the Platform’s export function (or an application programming interface provided under an Order Form) and within the Plan Limits;

(f) circumvent or attempt to circumvent any Download limit, rate limit, access control, export log or security measure, including by using more than one account or Seat to increase an allowance;

(g) remove, alter or obscure the license notice carried on any Download, any source link or attribution, or any proprietary notice;

(h) use the source links in the Platform to identify and collect Public Source Records systematically for the purpose of reconstructing all or a substantial part of the Compilation;

(i) access the Platform to build a competing product or service, or for competitive benchmarking, or permit access by any person Company has identified to Customer in writing as a competitor;

(j) copy, modify, reverse engineer, decompile or disassemble the Platform software, except to the extent applicable law expressly permits it notwithstanding this restriction;

(k) use Platform Data as a factor in establishing any individual’s eligibility for credit, insurance, employment or any other purpose covered by the Fair Credit Reporting Act or a similar law, it being agreed that Company is not a consumer reporting agency; or

(l) use the Platform or Platform Data in violation of any applicable law, including securities laws.

3.3 Permitted Excerpts. Customer may include limited portions of Platform Data (“Excerpts“) in (i) Reports prepared for Customer’s internal use, and (ii) Reports that Customer prepares for and delivers to its own clients in the ordinary course of Customer’s business, for the client’s internal use only (“Client Reports“), provided that each of the following conditions is met:

(a) a single Report contains no more than 50 records of Platform Data in total, and no more than 10% of the records in any single product, list, ranking, index series or guide, whichever is smaller. For this purpose, each row, each data point of an index or price series, and each state entry of a state-by-state guide counts as one record;

(b) Excerpts appear within the body of the Report as text, tables or charts and are not delivered as a separate data file, spreadsheet, data feed or other machine-readable attachment. Downloads themselves may not be delivered to any third party;

(c) each Excerpt carries the attribution “Source: West Orange Labs (westorangelabs.com)”, either next to the Excerpt or in a source note to the Report;

(d) no Report containing an Excerpt is made publicly available, including in published research, a press release, marketing material or social media, without Company’s prior written consent (which may be given by email), except to the extent disclosure is required by law or regulation, in which case Customer will limit the Excerpt to what is required and will include the attribution;

(e) Customer does not use a series of Reports, recurring Reports, or Reports to the same recipient to provide, in the aggregate, a substantial part of the Compilation or a substitute for a subscription to the Platform; and

(f) Customer informs each client recipient that Excerpts may not be further distributed. Recipients of Client Reports obtain no license to Platform Data, and Customer is responsible for any use of Excerpts by its clients that would breach this Agreement if done by Customer.

3.4 Internal Tools. Customer may load Downloads into its internal spreadsheets, databases and analytical tools, including tools that use artificial intelligence, for its Internal Business Purposes, provided that (a) the Platform Data remains under Customer’s control and is not accessible to any third party, and (b) any provider of such a tool is contractually prohibited from using the Platform Data to train or improve its models and from retaining it other than as needed to provide the tool to Customer. This Section 3.4 does not permit any use described in Section 3.2(d).

3.5 Public Source Records. Nothing in this Agreement restricts Customer from obtaining or using any Public Source Record directly from its original source, independently of the Platform, including by opening an individual source link to verify a fact. Section 3.2(h) continues to apply.

3.6 Public Materials. Any person may view the Public Materials and share links to them. Customer will not collect the Public Materials by automated or systematic means.

3.7 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Company. No right or license is granted by implication, estoppel or otherwise.

3.8 Data License. Company may grant Customer the right to redistribute or republish Platform Data, to provide Platform Data to third parties as a data feed or through an application programming interface, or to use Platform Data to create, calculate or serve as a reference for an index or a financial product, only under a separate written data license that expressly identifies the rights granted and each Section of this Agreement that it varies, and that is signed by an officer or manager of Company (a “Data License”). Fees for a Data License are stated in the Data License and are in addition to the Fees for Customer’s Plan. Unless and until a Data License is in effect, Sections 3.2 and 3.3 apply in full.

4. OWNERSHIP AND PROTECTED SUBJECT MATTER

4.1 Public Source Records. Company does not claim ownership of the Public Source Records or of the individual facts they contain. Each fact in the Platform links to its source so that it can be verified.

4.2 Company Property. As between the parties, Company owns all right, title and interest, including all intellectual property rights, in and to (a) the Compilation, including Company’s selection, coordination and arrangement of facts and records; (b) Derived Data, including scores and the methods used to produce them; (c) the history of each record and the record of changes to it; (d) the linkages among records; (e) the content of alerts, the “What changed” feed and the Weekly Report; (f) the Platform software and Documentation; and (g) the names HyperscaleTelemetry, ChipTelemetry, ExposureTelemetry, NuclearTelemetry, HelioTelemetry and PreciousTelemetry and Company’s other trademarks.

4.3 Database Compilation Acknowledgment. Customer acknowledges and agrees that:

(a) Company has invested substantial skill, judgment, time and expense in selecting, compiling, verifying, linking, normalizing, scoring and maintaining the Compilation, and in recording the history of records and the changes to them;

(b) the Compilation and Derived Data are protected under copyright law as compilations to the extent of Company’s original selection, coordination and arrangement, and are Company’s Confidential Information and trade secrets to the extent they are not publicly available in the form provided through the Platform;

(c) the history and change records in the Platform reflect past states of Public Source Records that may not be available from the original sources once those sources are amended, superseded or removed;

(d) Customer’s obligations under Sections 3, 5 and 10 are contractual promises made in exchange for access to the Platform, and they apply to all Platform Data whether or not any particular item of Platform Data is protected by copyright, trade secret or any other intellectual property right; and

(e) use or disclosure of Platform Data in breach of this Agreement would cause Company irreparable harm for which money damages would not be an adequate remedy.

4.4 Feedback. If Customer provides suggestions or feedback about the Platform, Company may use them without restriction or obligation, provided that Company does not identify Customer as their source.

4.5 Usage Data. Company may collect and use data about the use of the Platform, including export logs, to operate, secure, support and improve the Platform and to enforce this Agreement. Company will not disclose usage data that identifies Customer to any third party except as required by law or to enforce this Agreement.

5. DOWNLOADS AND EXPORTS

5.1 Plan Limits. Downloads are available only as follows: (a) Trial: no Downloads; (b) Professional: 25 CSV Downloads per calendar month, of current data, counted for Customer’s account in the aggregate across all Authorized Users, whether the subscription is billed annually or monthly; and (c) Enterprise: unlimited Downloads, including past quarters of ExposureTelemetry fund holdings. Calendar months are measured in U.S. Eastern Time. Unused Downloads do not carry over to a later month. Additional Download allowances may be purchased under an Order Form.

5.2 Unlimited Downloads. “Unlimited” means that no numeric monthly cap applies. Enterprise Downloads remain subject to Section 3.2(e) and (f), and Company may apply reasonable technical rate limits to protect the operation and security of the Platform.

5.3 Export Logging. Company logs every Download, including the Authorized User, the time, the product, the filters or query applied, the file generated and the number of records. Customer consents to this logging. Company may use the logs to operate the Platform and to monitor and enforce compliance with this Agreement, and will provide Customer a copy of its own account’s logs on reasonable request.

5.4 File Notice. Every Download carries the line “Licensed for internal use under the West Orange Labs subscription agreement.” Customer will not remove or alter that line and will keep it in every full or partial copy of a Download. Excerpts used under Section 3.3 carry the attribution required by that Section instead.

5.5 Audit. Company may review Customer’s export logs at any time. On Company’s written request, made no more than once in any 12-month period or at any time when Company has a reasonable basis to believe a breach has occurred, Customer will, within 15 business days, deliver a certificate signed by an officer of Customer confirming compliance with Sections 3 and 5, together with information reasonably requested to verify that compliance. Company may also, on at least 15 business days’ written notice, have an independent auditor bound by written confidentiality obligations inspect Customer’s records and systems relevant to its use of Platform Data, remotely where practicable and otherwise during normal business hours in a manner that does not unreasonably disrupt Customer’s operations. Company will bear the cost of an audit unless it reveals a material breach of this Agreement, in which case Customer will reimburse the reasonable cost of the audit and pay, at Company’s then-current list prices, for any use beyond the Plan Limits, in each case without limiting Company’s other remedies.

6. CUSTOMER DATA

6.1 Ownership. As between the parties, Customer owns all right, title and interest in and to Customer Data.

6.2 Limited Use. Customer grants Company a non-exclusive license to host, copy and process Customer Data solely to provide, secure and support the Platform for Customer, including matching, watchlists and alerts, and as required by law. Company will not sell or disclose Customer Data, will not use it to build or enrich the Compilation, to provide services to any other customer or to train any artificial intelligence or machine-learning model, and will not use it for any other purpose.

6.3 Confidentiality. Customer Data is Customer’s Confidential Information under Section 10. Company will limit access to Customer Data to its personnel and service providers who need access to provide the Platform and who are bound by confidentiality obligations at least as protective as this Agreement. Company is responsible for its service providers’ compliance with this Section 6.

6.4 Security. Company will maintain commercially reasonable administrative, physical and technical safeguards designed to protect Customer Data against unauthorized access, use or disclosure. Company will notify Customer without undue delay, and in any event within 72 hours, after confirming any unauthorized access to Customer Data.

6.5 Customer Responsibilities. Customer represents that it has the rights necessary to upload Customer Data and to permit Company to use it as described in this Section 6. Customer will not upload personal information about consumers, protected health information, or information that Customer is prohibited by law or contract from disclosing to Company.

6.6 Deletion. Within 30 days after the end of the Subscription Term, Company will delete Customer Data from the Platform, except for copies held in routine backups, which will be overwritten in the ordinary course within 90 days and will remain subject to this Section 6 until then.

7. DISCLAIMERS; SOURCE DATA; ERROR CORRECTION

7.1 No Advice. The Platform and Platform Data are provided for information purposes only. They are not investment, legal, tax, accounting or credit advice and are not an offer or recommendation to buy, sell or hold any security, loan or other instrument. Company is not acting as an investment adviser, broker-dealer, credit rating agency, nationally recognized statistical rating organization or consumer reporting agency. Scores and other Derived Data are not credit ratings. Customer is solely responsible for its own decisions and for obtaining its own professional advice.

7.2 No Fiduciary Duty. Company owes no fiduciary or advisory duty to Customer, its Authorized Users or any recipient of a Client Report.

7.3 Source Data. Platform Data is compiled from Public Source Records, which may contain errors or omissions and may be delayed, amended or withdrawn by their publishers. Derived Data reflects Company’s methods and judgments as of the time it is produced. Source links are provided so that each fact can be checked against its source, and Customer is responsible for verifying any fact against its source before relying on it in a transaction.

7.4 Error Correction. Customer may report a suspected error in Platform Data through the Platform or to the support contact listed on the Platform. Company will review each report within five business days after receipt. If Company confirms an error, it will correct the affected record within ten business days after confirmation and will note the correction in that record’s change history. Company may also correct errors it identifies itself at any time. This Section 7.4 states Customer’s sole and exclusive remedy, and Company’s sole obligation, for errors in Platform Data.

7.5 Limited Warranty. For paid Plans, Company warrants that the Platform will perform materially in accordance with the Documentation. If it does not, Customer will notify Company with reasonable detail and Company will use commercially reasonable efforts to correct the nonconformity. If Company cannot do so within 30 days after notice, either party may terminate the affected Order Form and Company will refund prepaid Fees for the remainder of the Subscription Term. This Section 7.5 states Customer’s sole and exclusive remedy for breach of this warranty, and the warranty does not apply to the accuracy or completeness of Platform Data, which is governed by Sections 7.3 and 7.4.

7.6 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 7.5, THE PLATFORM, PLATFORM DATA AND PUBLIC MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND TIMELINESS, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

8. FEES AND PAYMENT

8.1 Fees. Customer will pay the Fees stated in each Order Form. Unless an Order Form states otherwise, Fees are invoiced annually in advance at the start of each Subscription Term, except that Fees for a Professional subscription billed monthly are charged monthly in advance and are payable in U.S. dollars within 30 days after the invoice date.

8.2 Additional Seats. Customer may add Seats at any time under an Order Form. Fees for added Seats are prorated for the remainder of the current Subscription Term, and added Seats end with that term.

8.3 Late Payment. Overdue amounts accrue interest at the lesser of 1.0% per month and the highest rate permitted by law, and Customer will reimburse Company’s reasonable costs of collection.

8.4 Disputed Amounts. Customer may dispute an invoice in good faith by written notice within 15 days after the invoice date, stating the basis of the dispute. Customer will pay any undisputed portion when due, and the parties will work in good faith to resolve the dispute promptly.

8.5 Taxes. Fees exclude taxes. Customer will pay all sales, use, value-added, withholding and similar taxes on the Fees, other than taxes on Company’s net income.

8.6 Non-Refundable. Fees are non-cancelable and non-refundable except as expressly stated in this Agreement.

8.7 Renewal Pricing. Company may change the Fees for a renewal term by written notice given at least 60 days before the end of the then-current Subscription Term.

9. TERM, RENEWAL, TERMINATION AND SUSPENSION

9.1 Agreement Term. This Agreement begins on the Effective Date and continues until every Order Form has expired or been terminated, or, for a Trial only, until the Trial ends.

9.2 Subscription Term. Each Order Form states its initial Subscription Term. If it does not, the initial Subscription Term is 12 months from the Order Form’s start date. A Professional subscription billed monthly has a Subscription Term of one calendar month.

9.3 Automatic Renewal. Each paid Subscription Term renews automatically for successive 12-month renewal terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Company will send a renewal reminder, stating any change in Fees under Section 8.7, to Customer’s billing contact at least 60 days before the end of each term. A subscription billed monthly instead renews for successive one-month terms until either party cancels it, by written notice or through the Platform; cancellation takes effect at the end of the then-current month, no refund is due for a partial month, and the 60-day reminder does not apply.

9.4 Trial. A Trial does not renew and ends as provided in Section 2.4.

9.5 Termination for Breach. Either party may terminate this Agreement or an affected Order Form by written notice if the other party materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice describing it, or within ten days in the case of non-payment.

9.6 Immediate Termination. Company may terminate this Agreement immediately by written notice if Customer breaches Section 3 in a manner that cannot be cured, including by publishing or redistributing the Compilation or any substantial part of it or by using Platform Data as described in Section 3.2(d). Either party may terminate this Agreement immediately by written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership or similar proceeding that is not dismissed within 60 days.

9.7 Suspension. Company may suspend access to the Platform, or to any feature of it such as Downloads, for Customer or any Authorized User, immediately and without prior notice, if Company reasonably believes that (a) Customer or an Authorized User has breached Section 3, Section 5 or Exhibit B; (b) the use poses a security risk to the Platform or to others; (c) any undisputed amount is more than 15 days past due after Company has given notice of non-payment; or (d) suspension is required by law. Company will limit the suspension to the extent and duration reasonably necessary, will notify Customer promptly after suspending, and will restore access once the cause is resolved. Fees continue to accrue during a suspension caused by Customer’s breach. Suspension does not limit Company’s other rights and remedies.

9.8 Effect of Termination. When this Agreement or an Order Form ends for any reason: (a) all access to the Platform and all licenses under the affected Order Form end; (b) Customer will pay all Fees accrued through the effective date of termination; (c) if Customer terminates under Section 9.5 for Company’s breach, or either party terminates under Section 7.5, Company will refund prepaid Fees for the remainder of the Subscription Term; and (d) subject to Section 9.9, within 30 days, Customer will return or permanently delete all Platform Data, including all Downloads and copies, and will deliver to Company a certificate signed by an officer of Customer confirming that it has done so.

9.9 Retained Records. Section 9.8(d) does not require Customer to delete (a) Excerpts included in Reports created before termination in compliance with Section 3.3; (b) Platform Data incorporated before termination into Customer’s internal records in the ordinary course, such as credit files, investment committee materials and board materials, or into records Customer must keep by law or under its written record retention policy; or (c) copies held in automatic backups that are not readily accessible, until overwritten in the ordinary course. Retained material may be kept only for archival, audit, regulatory and legal purposes, may not be updated, used as a data source for new analysis or extracted for any other use, and remains subject to Sections 3 and 10 for as long as it is retained.

9.10 Survival. Sections 2.2 (as to Customer’s responsibility for Authorized Users), 3.2, 3.3(d) through (f), 3.4, 3.7, 4, 5.3 through 5.5, 6.3, 6.6, 7, 8 (as to amounts accrued), 9.8 through 9.10, and 10 through 13 survive any expiration or termination of this Agreement.

10. CONFIDENTIALITY

10.1 Definition. “Confidential Information“ means non-public information disclosed by one party (the “Discloser“) to the other (the “Recipient“) that is marked or identified as confidential or that a reasonable person would understand to be confidential. Company’s Confidential Information includes Platform Data in the form provided through the Platform (including Derived Data, scores, history and change records, and the Weekly Report), the Platform software and non-public Documentation, export logs and the terms of each Order Form, even though the underlying Public Source Records are public. Customer’s Confidential Information includes Customer Data.

10.2 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before receipt from the Discloser; (c) is received from a third party without restriction and without breach of any duty; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information. The public availability of an individual Public Source Record does not cause the Compilation, Derived Data or any part of the Platform Data in the form provided through the Platform to fall within clause (a).

10.3 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under this Agreement, will not disclose it except to its employees, contractors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as this Section 10, and will protect it with at least the care it uses for its own similar information and no less than reasonable care.

10.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation so that the Discloser may seek a protective order, and it discloses only what is required.

10.5 Duration. The obligations in this Section 10 continue during the term of this Agreement and for five years after it ends, and for Platform Data, trade secrets and Customer Data for as long as they remain trade secrets or are retained by the Recipient.

11. INDEMNIFICATION

11.1 By Company. Company will defend Customer against any claim brought by a third party alleging that the Platform software, as provided by Company and used in accordance with this Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages and costs finally awarded against Customer, or agreed in a settlement approved by Company, on that claim. Company has no obligation for any claim arising from (a) Public Source Records, Platform Data content or Customer Data; (b) any combination of the Platform with any product, service or data not provided by Company; (c) any modification not made by Company; (d) use in breach of this Agreement; or (e) a Trial. If the Platform becomes, or in Company’s opinion is likely to become, the subject of such a claim, Company may at its option procure the right for Customer to continue using it, modify it to be non-infringing without material loss of functionality, or terminate the affected Order Form and refund prepaid Fees for the remainder of the Subscription Term.

11.2 By Customer. Customer will defend Company against any claim brought by a third party arising from (a) any use, disclosure, publication or redistribution of Platform Data by Customer, its Authorized Users or any recipient of a Client Report in breach of this Agreement; (b) Customer Data, including any claim that Customer Data or its use as permitted by this Agreement infringes or violates any right or law; or (c) any Client Report or any decision made by Customer or its clients using Platform Data. Customer will pay the damages and costs finally awarded against Company, or agreed in a settlement approved by Customer, on that claim.

11.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim (although delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement, and reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes any obligation on or admits fault by the indemnified party without its prior written consent, not to be unreasonably withheld. The indemnified party may participate with counsel of its own choosing at its own expense.

11.4 Exclusive Remedy. This Section 11 states each party’s entire liability, and the other party’s exclusive remedy, for third-party claims of the kind described in it.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Certain Damages. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

12.2 Cap. EXCEPT FOR THE EXCLUDED CLAIMS AND AS PROVIDED IN SECTION 12.3, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. FOR A TRIAL, COMPANY’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

12.3 Customer Data. COMPANY’S TOTAL LIABILITY FOR BREACH OF SECTION 6 OR OF SECTION 10 AS IT RELATES TO CUSTOMER DATA WILL NOT EXCEED TWO TIMES THE AMOUNT DESCRIBED IN THE FIRST SENTENCE OF SECTION 12.2.

12.4 Excluded Claims. “Excluded Claims“ means (a) Customer’s obligation to pay Fees; (b) a party’s obligations under Section 11; (c) Customer’s breach of Section 3, Section 5 or Exhibit B; (d) Customer’s breach of Section 10; and (e) a party’s fraud, gross negligence or willful misconduct.

12.5 License Value. Damages for use of Platform Data beyond the Plan Limits or in breach of Section 3, including the fees that would have been payable for a license authorizing that use, are direct damages.

12.6 Basis of the Bargain. The parties agree that the limitations in this Section 12 reflect an allocation of risk on which the Fees are based and apply even if a limited remedy fails of its essential purpose.

13. GENERAL

13.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue. Each party submits to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida, for any action arising out of or relating to this Agreement, and waives any objection to venue in those courts. Either party may nevertheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information or to enforce Section 3.

13.3 JURY WAIVER. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.4 Equitable Relief. A breach or threatened breach of Section 3, 5 or 10 may cause irreparable harm for which money damages would not be an adequate remedy, and the non-breaching party is entitled to seek injunctive relief without posting a bond, in addition to any other remedy.

13.5 Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that (a) either party may assign it on written notice to a successor in a merger, acquisition or sale of all or substantially all of the assets or business to which this Agreement relates, provided that Customer may not assign it to a competitor of Company without Company’s consent, and (b) Company may assign it on written notice to an affiliate that assumes Company’s obligations under this Agreement in writing. An assignment or change of control does not expand the number of Seats or extend access to the successor’s personnel without an Order Form. Any assignment in breach of this Section 13.5 is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

13.6 Notices. Notices under this Agreement must be in writing and sent to the address stated in the applicable Order Form, or to another address a party designates by notice. Notices are effective on receipt when delivered by hand or by nationally recognized overnight courier, or when sent by email with confirmation of transmission, provided that notices of breach, termination or an indemnifiable claim sent by email must also be sent by courier. Company may give operational notices, including notices of changes to the Platform, through the Platform or by email to Customer’s administrator.

13.7 Order Forms and Order of Precedence. Each Order Form is incorporated into and governed by this Agreement. If there is a conflict, the following order applies: (a) the Order Form, as to Plan, Seats, Fees, Subscription Term, Download allowances and application programming interface access; (b) the body of this Agreement; (c) Exhibit A; and (d) Exhibit B. An Order Form may vary Sections 3, 4, 5.5, 10, 11 or 12 only if it expressly identifies the Section being varied and is signed by an officer or manager of Company. Terms in any purchase order or other Customer document are of no effect, even if Company accepts or signs it.

13.8 Entire Agreement; Amendment. This Agreement, including its Exhibits and all Order Forms, is the entire agreement between the parties on its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings. It may be amended only in a writing signed by both parties, except that Company may update Exhibit B and the Documentation on notice, provided that no update materially reduces Customer’s rights during the then-current Subscription Term.

13.9 Publicity. Neither party will use the other party’s name or logo in publicity or marketing without the other party’s prior written consent.

13.10 Compliance with Laws. Each party will comply with the laws that apply to it in performing this Agreement, including applicable export control and economic sanctions laws. Customer will not permit access to the Platform by any person or from any country subject to U.S. sanctions.

13.11 Force Majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, failures of the internet or of third-party hosting providers, and unavailability of Public Source Records.

13.12 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship. There are no third-party beneficiaries of this Agreement.

13.13 Miscellaneous. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A waiver is effective only if in writing, and no failure or delay in exercising a right operates as a waiver. Headings are for convenience only. “Including” means “including without limitation.” This Agreement and any Order Form may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument.

The parties have executed this Agreement as of the Effective Date.

EXHIBIT A — PLAN SCHEDULE

This schedule states the standard terms of each Plan. An Order Form may vary any item as provided in Section 13.7. A subscription to a single Product, purchased through the Platform, is governed by this Agreement. It gives one Authorized User access to that Product only, and 10 CSV Downloads per calendar month of that Product’s data.

Email alerts are planned but are not part of any Plan until Company makes them available. Section 2.5 applies.

EXHIBIT B — ACCEPTABLE USE SUMMARY

This summary is provided for Authorized Users. It does not replace the Agreement, and if there is any difference, the Agreement controls.

Permitted. Authorized Users may:

(a) view, search and analyze Platform Data on screen for Customer’s Internal Business Purposes;

(b) create watchlists and receive alerts, and read the “What changed” feed and the Weekly Report;

(c) upload Customer’s own lists of CUSIPs, fund names and borrower names to the portfolio tool;

(d) make Downloads within the Plan’s monthly allowance and keep them within Customer’s own systems;

(e) quote Excerpts in internal Reports and Client Reports within the limits of Section 3.3, with the attribution “Source: West Orange Labs (westorangelabs.com)”; and

(f) open source links to verify individual facts against the original Public Source Records.

Not permitted. Authorized Users may not:

(a) share login credentials or let anyone else use their Seat;

(b) resell, redistribute, sublicense or publish Platform Data, or send Downloads or other data files to anyone outside Customer;

(c) use Platform Data to build or improve a competing database, dataset, index or score;

(d) use Platform Data to train, fine-tune, evaluate or ground any artificial intelligence or machine-learning model, or load it into any tool whose provider may train on it or retain it;

(e) scrape, crawl or use bots or scripts to collect data from the Platform or the Public Materials, or use the source links to rebuild the Compilation;

(f) exceed or work around Download limits, rate limits or access controls, including by using more than one account or Seat or opening repeat Trials;

(g) remove or change the license line on any Download, or any source link or attribution;

(h) probe, scan or load-test the Platform, introduce malicious code, or interfere with its operation or security; or

(i) use Platform Data to make decisions about individuals’ eligibility for credit, insurance or employment, or in any way that violates law.

Monitoring and enforcement. Every Download is logged. Company may review export logs, audit use under Section 5.5, and suspend access under Section 9.7 where it reasonably believes this summary or the Agreement has been breached.

Reporting. Authorized Users should report suspected data errors, lost or compromised credentials, and suspected misuse to Company through the Platform or the support contact listed on the Platform.