Last Updated: October 30, 2024

This Master Subscription Agreement (this "Agreement") is entered into by and between the organization ("Customer") identified on the order form, online purchase confirmation, or other ordering document entered into by the parties and referencing this Agreement (the "Order Form") and One Bit Company dba DataLexing ("DataLexing") (Customer and DataLexing each, a "party" and collectively, the "parties"). This Agreement sets forth the terms and conditions under which Customer subscribes to or uses DataLexing's products and services as described in the Order Form. The Order Form incorporates this Agreement and is effective as of the date Customer agrees to it (the "Effective Date"). The individual who signs, clicks through, or otherwise agrees to the Order Form binds Customer to the terms and conditions of the Order Form and this Agreement and has been duly authorized by Customer to do so.

1. DATALEXING SERVICES

1.1. Provision of Products and Services

Subject to the terms and conditions of this Agreement, DataLexing will provide Customer with access to and use of the online software-as-a-service products and services, and such other products and services, as set forth on an applicable Order Form (collectively, "Services") for the applicable Service Term (defined below). Customer may access and use the Services on a non-exclusive and non-transferable basis, solely for its internal business purposes, and only in accordance with the terms and conditions of this Agreement, the applicable Order Form, and any end-user documentation provided by DataLexing for such Services, including the DataLexing-provided information available from the DataLexing Help Center (the "Documentation"). Each Order Form is hereby incorporated into, and is fully governed by, this Agreement upon execution of the Order Form.

1.2. DataLexing Components

Customer may choose to use downloadable software, agents, SDKs, APIs, or other code provided by DataLexing in connection with the Services ("DataLexing Components"). DataLexing grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the DataLexing Components during the applicable Service Term solely as reasonably necessary for Customer's use of the Services in accordance with this Agreement. DataLexing Components are Services within the meaning of this Agreement.

1.3. Professional Services

DataLexing and Customer may enter into an Order Form or mutually agreed statement of work ("SOW") under this Agreement for the provision of implementation, configuration, integration, advisory, or other professional services ("Professional Services"). The nature and scope of such Professional Services, and the fees for such Professional Services, shall be set forth in such Order Form or SOW. Professional Services are Services within the meaning of this Agreement, except to the extent the Professional Services are provided by a third party (a "Services Partner"), in which case: (i) Customer shall be responsible for ensuring the Services Partner complies with Customer's procedures, standards, and policies; and (ii) DataLexing shall not have any liability with respect to such Professional Services.

1.4. Permitted Users

"Permitted Users" means employees, independent contractors, consultants, and other persons associated with Customer or its Affiliates (defined below) who access or use the Services through Customer's account or pursuant to an Order Form signed by Customer. Customer permits its Permitted Users to access and use the Services in accordance with this Agreement and the applicable Order Form. Customer shall be responsible for the acts and omissions of each Permitted User. Customer shall require that all Permitted Users keep user ID and password information used to access the Services strictly confidential and not share such information with any unauthorized person. Customer shall be responsible for any and all actions taken using Customer's, and Customer's Permitted Users', accounts and passwords.

1.5. Use by Affiliates

"Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, "control" means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity. Each of Customer's Affiliates may access and use the Services in accordance with this Agreement by entering into an Order Form with DataLexing directly that explicitly references and is subject to the terms of this Agreement. For purposes of any such Order Form, the term Customer, as used in this Agreement, shall mean the Affiliate who entered into the Order Form.

1.6. Acceptable Use and Usage Restrictions

Customer will comply with, and will ensure its Permitted Users comply with, DataLexing's Acceptable Use Policy ("AUP"), which is incorporated herein by reference. DataLexing reserves the right to suspend access to the Services by any Permitted User whom DataLexing reasonably suspects is in violation of the AUP. DataLexing will work with Customer in good faith to investigate and resolve each such suspected violation and use commercially reasonable efforts to notify Customer ahead of such suspension, except in emergency situations.

1.7. Service Level Agreement

DataLexing will provide the Services in accordance with the availability, service credit, and other terms set forth in DataLexing's Service Level Agreement ("SLA"), which is incorporated herein by reference.

1.8. Product Trials

DataLexing, in its sole discretion, may make available to Customer certain product features on a trial basis, and such trial may be designated by DataLexing as an alpha, a beta, a pilot, a limited release, limited availability, a test period, a preview, an evaluation, or another similar term ("Product Trial"). Customer may elect to participate in a Product Trial, subject to any additional terms and conditions made available by DataLexing. Customer acknowledges that product features made available to Customer as part of a Product Trial ("Trial Features") are not considered part of the Services and may contain bugs, errors, or omissions. Trial Features might never be made available for general use, and DataLexing may discontinue Trial Features, or revoke Customer's access to Trial Features, at any time, which may have the effect of making Customer Data inaccessible to Customer. TRIAL FEATURES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS, AND ARE NOT SUBJECT TO THE SLA OR ANY OTHER SERVICE OR SUPPORT COMMITMENTS.

1.9. DataLexing AI

"DataLexing AI" means the features and functionality of the Services made available to Customer that utilize generative artificial intelligence models. Customer and its Permitted Users' use of DataLexing AI will be subject to this Agreement and the DataLexing AI Terms, which are incorporated herein by reference.

1.10. Purchasing through a DataLexing Partner

Purchases of Services through a reseller, distributor, or other partner of DataLexing ("DataLexing Partner") will be made through a separate agreement or ordering document between Customer and the DataLexing Partner ("Partner Sales Agreement"), which shall address, as between Customer and such DataLexing Partner, any terms and conditions relating to the quantity of products and services purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Partner Sales Agreement is not binding on DataLexing, and any disputes related to the Partner Sales Agreement shall be handled directly between Customer and the DataLexing Partner. In the event of any conflict between this Agreement and any Partner Sales Agreement, this Agreement shall govern as between DataLexing and Customer.

2. CUSTOMER DATA

2.1. Definition

"Customer Data" means information, data, and other content that is uploaded by Customer to, or otherwise received directly or indirectly from Customer (including from a Permitted User on Customer's behalf) by or through, the Services, or provided by Customer to DataLexing to input into the Services. If Customer enables DataLexing AI, then Customer Data also includes "Output" within the meaning of the AI Terms. For clarity, Customer Data does not include Usage Data (defined below).

2.2. Limited License to Customer Data

As between the parties, Customer shall retain all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. Customer hereby grants to DataLexing a non-exclusive, worldwide, fully paid-up, royalty-free, limited-term license to use, copy, store, transmit, modify, and display the Customer Data in order to: (a) provide, maintain, improve, or optimize use of the Services; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice). For clarity, Customer Data is not used to train any generative artificial intelligence models used to provide DataLexing AI.

3. EXTENSIONS AND THIRD-PARTY SERVICES

3.1. Extension Development

Customer or its Permitted Users may elect, in their discretion, to develop, test, or support Customer-developed or third-party-developed applications or extensions (collectively, "Extensions") that integrate with the Services. This Agreement does not apply to any such Extension development, which shall instead be subject to Section 4 (Developers) of DataLexing's Terms of Service.

3.2. Third-Party Services

Customer may be able to access and use certain optional third-party services through or with its use of the Services, subject to the third-party provider's applicable terms and conditions. The Services do not require any Third-Party Services for operation, and Customer is under no obligation to use any Third-Party Services. DataLexing does not endorse, and is not and will not be responsible or liable for, any Third-Party Services, nor for any act or omission of any provider of Third-Party Services, nor for any act or omission of any Permitted User in connection with any Third-Party Services. DataLexing does not warrant or provide direct support for Third-Party Services. CUSTOMER EXPRESSLY RELIEVES DATALEXING FROM ANY AND ALL LIABILITY ARISING FROM CUSTOMER'S USE OF THIRD-PARTY SERVICES.

4. OWNERSHIP

4.1. General Ownership

No intellectual property rights are assigned or transferred to Customer under this Agreement. Customer is obtaining only a limited right to access and use the Services. DataLexing or its suppliers own and retain all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to: (a) the Services, the Documentation, and any and all related and underlying technology, documentation, and other information; (b) any intellectual property it develops hereunder; and (c) any derivatives of any of the foregoing (individually and collectively, "DataLexing Technology"). For clarity, Customer retains all rights in Customer Data.

4.2. Feedback

In the event Customer provides DataLexing with any suggestions, ideas, improvements, or other feedback with respect to any aspect of the Services ("Feedback"), DataLexing shall own such Feedback (but not any Confidential Information of Customer or Customer Data contained within Feedback) and shall be free to use and exploit the Feedback without payment, attribution, or restriction.

4.3. Usage Data

DataLexing shall have the right to collect and analyze data and other information regarding Customer's use of the Services, including access, usage patterns, and performance; and DataLexing shall be free (during and after expiration of this Agreement) to use such data and information for its internal business purposes, such as analytics, quality assurance, product and service development and improvement, and churn rate and service level analysis (collectively, "Usage Data"). For clarity, Usage Data does not include Customer Data.

5. FEES AND PAYMENT

5.1. Payment Terms

Customer will pay all fees specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form: (a) all fees shall be due and payable in advance at the start of the applicable Service Term and non-refundable, except as expressly set forth in Sections 6.4, 7.1, and 8.1; and (b) quantities purchased cannot be decreased during the applicable Service Term. Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, associated with the Services, other than taxes based on the income of DataLexing. Unpaid fees are subject to a service charge of 1.5% per month of the amount due or the maximum amount permitted by law, whichever is lower.

5.2. Suspension of Service

If Customer's account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies, DataLexing reserves the right to suspend Customer's access to the applicable Services, without liability to Customer, until promptly after such amounts are paid in full, provided that, prior to any such suspension, DataLexing shall provide notice to Customer and afford Customer a reasonable opportunity (at least three (3) business days) to pay such amounts in full.

6. TERM AND TERMINATION

6.1. Term

This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the "Service Term"). If no term is stated on an Order Form, the Service Term for such Order Form is one (1) year.

6.2. Termination

Either party may terminate this Agreement with at least fifteen (15) days' prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party: (a) materially breaches the Agreement and such breach is incapable of cure, or with respect to a breach capable of cure (including a failure to pay fees), the breaching party does not cure such breach within thirty (30) days after receiving written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate, and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and not dismissed within sixty (60) days thereafter. Termination of this Agreement will automatically terminate all Order Forms.

6.3. Effect of Termination

Upon the expiration or termination of this Agreement: (a) Customer shall immediately cease any and all use of and access to the Services; and (b) each party will return to the other party (or destroy) such other party's Confidential Information upon request. Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

6.4. Refund or Payment upon Termination for Material Breach

If Customer terminates this Agreement in accordance with Section 6.2(a), then DataLexing will refund to Customer any prepaid, unused fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. If DataLexing terminates this Agreement in accordance with Section 6.2(a), Customer will pay to DataLexing any unpaid fees covering the period from the effective date of such termination through the remainder of the Service Term for all outstanding Order Forms. In no event will any termination relieve Customer of the obligation to pay any fees payable to DataLexing for the period prior to the effective date of termination. For the avoidance of doubt, prepaid fees shall be deemed consumed on a per diem basis over the applicable Service Term.

6.5. Customer Data

At any time before or within thirty (30) days after termination or expiration of this Agreement, Customer may download Customer Data directly from the Services. Upon request by Customer at the expiration or termination of the Service Term, subject to applicable legal requirements, DataLexing shall cause all Customer Data to be removed from DataLexing's systems, applications, databases, and servers (including, without limitation, as backups and/or archives) within ninety (90) days of such request. DataLexing shall not be responsible or liable for any adverse impact on Customer's use of the Services caused by Customer's deletion of Customer Data during the Service Term. To the extent DataLexing retains any Customer Data subject to applicable legal requirements, DataLexing shall implement and maintain reasonable and appropriate measures to ensure that all such retained Customer Data is: (a) segregated; (b) secured in a manner consistent with Sections 11 and 12 of this Agreement; and (c) not accessed, used, shared, disclosed, or otherwise processed except as required to comply with such applicable legal requirements for which the Customer Data is retained.

6.6. Survival

The following Sections shall survive any expiration or termination of this Agreement: 1.6, 2, 3, 4, 5.1, 6, 7.3, 8, 9, 10, 12, and 15.