DataWave Terms and Conditions

These Terms and Conditions (the “Terms”) form a part of the legal agreement between DataWave Research, LLC (“DataWave”) and each party that executes or otherwise agrees to a prospectus or other ordering document (each, a “Prospectus” and each such party, “Subscriber”) for access to or receipt of any DataWave report, dashboard, dataset or data, executive briefing, or other market research deliverable (collectively, as described in each such Prospectus, the “DataWave Materials”). Each Prospectus together with these Terms may be referred to as the “Agreement”.

DataWave and Subscriber hereby agree to be bound by the terms of the Agreement. DataWave is willing to make specified

DataWave Materials available to Subscriber only on the condition that Subscriber has accepted and agreed to all of the terms of the

Agreement.

1. SCOPE OF DELIVERABLES.

1.1. DataWave Materials. DataWave agrees to provide Subscriber the DataWave Materials described in the Prospectus. For

the avoidance of doubt, DataWave has no obligation to provide source data, raw data, third-party materials, research notes, or other

draft materials in connection with the DataWave Materials expressly described in the Prospectus.

1.2. Changes and Improvements. DataWave may update, supplement, modify, correct, or discontinue features of the

DataWave Materials from time to time, including to reflect additional information obtained, methodology refinements, source

availability changes, quality-control findings, and changes in market conditions. DataWave is not obligated to update any

DataWave Materials after delivery unless expressly stated in the Prospectus.

1.3. Estimates and Methodology. Subscriber acknowledges that market research may involve estimates, assumptions,

judgment, aggregation, modeling, extrapolation, third-party sources, public sources, interviews, operator research, proprietary

intelligence, and other methodologies selected by DataWave in its professional judgment. DataWave does not represent that any

estimate, projection, forecast, profile, ranking, market size, revenue amount, segmentation, benchmark, or other DataWave

Material is exact, complete, current, or free from error.

2. FEES; PAYMENT; TAXES; NON-REFUNDABILITY.

2.1. Fees. Subscriber shall pay DataWave the fees set forth in each Prospectus (the “Fees”) in accordance with the payment

schedule set forth in the applicable Prospectus, or otherwise upon Subscriber’s execution or agreement to the applicable

Prospectus. Subscriber shall pay all Fees by check or ACH transfer in United States dollars in accordance with instructions

provided by DataWave.

2.2. Purchase Orders. Any purchase order or similar document issued by Subscriber is for administrative convenience only

and does not modify the Agreement. Any preprinted, linked, referenced, or other terms contained in or accompanying any purchase

order, vendor portal, payment portal, procurement document, or similar instrument are rejected and will have no force or effect,

even if DataWave accepts or acknowledges such document.

2.3. Late Payments. Amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per

month or the maximum rate permitted by applicable law. Subscriber shall reimburse DataWave for all reasonable costs of

collection, including attorneys’ fees and expenses.

2.4. Taxes. Fees are exclusive of all sales, use, excise, value-added, withholding, and similar taxes, duties, levies, and

governmental charges. Subscriber is responsible for all such taxes and charges, other than taxes based on DataWave’s net income.

2.5. Non-Refundable Fees. All Fees are fully earned when due and are non-refundable. Without limiting the foregoing,

Subscriber is not entitled to any refund, credit, offset, or reduction due to Subscriber’s non-use of the DataWave Materials,

dissatisfaction with the DataWave Materials, termination of access due to Subscriber’s breach, availability of other market

information, changes in Subscriber’s business needs, or Subscriber’s failure to obtain internal approvals, budget, or purchase-order

processing.

3. LIMITED LICENSE; INTERNAL BUSINESS USE ONLY.

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3.1. Limited License. Subject to Subscriber’s full payment of all Fees and continued compliance with the Agreement,

DataWave grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the DataWave

Materials as provided by DataWave solely for Subscriber’s Internal Business Purposes (as defined below) (the “License”).

3.2. Authorized Users. The License may be exercised solely by those individual employees of Subscriber who are authorized

by Subscriber to access and use the DataWave Materials (“Authorized Users”). Unless a Prospectus expressly states otherwise,

“Authorized Users” may not include, and Subscriber may not provide or give access to any DataWave Materials to, any of

Subscriber’s affiliates, parent companies, subsidiaries, consultants, contractors, advisors, investors, lenders, customers, vendors,

suppliers, distributors, channel partners, or any other third parties. Subscriber will at all times be responsible for any breach of the

Agreement by any Authorized User. Any action taken by or omission of an Authorized User in connection with this Agreement or

any DataWave Materials shall be deemed to be an action taken by or omission of Subscriber for purposes of compliance with this

Agreement.

3.3. Internal Business Purposes. “Internal Business Purposes” means use by Authorized Users solely to support Subscriber’s

own internal planning, market evaluation, strategic analysis, benchmarking, territory planning, account prioritization, sales

planning, or similar internal business activities. Internal Business Purposes do not include external publication, external

distribution, consulting, resale, data brokerage, incorporation into a product or service, competitive intelligence services for third

parties, lead-generation services for third parties, training of artificial intelligence systems, or use for the benefit of any person or

entity other than Subscriber.

3.4. No Implied Rights. DataWave reserves all rights not expressly granted. Subscriber receives no ownership interest in any

DataWave Materials and no right to use any DataWave trademark, service mark, logo, trade name, or branding except as expressly

approved in writing by DataWave.

4. USE RESTRICTIONS.

Subscriber shall not, and shall not permit any other person to, directly or indirectly:

(a) disclose, provide, distribute, transmit, publish, display, post, share, sell, resell, rent, lease, license, sublicense, assign,

transfer, or otherwise make available any DataWave Materials to any third party;

(b) copy, reproduce, scan, photograph, scrape, download, export, print, summarize, excerpt, translate, adapt, modify, or create

derivative works from any DataWave Materials except to the limited extent expressly permitted by the Agreement;

(c) use any DataWave Materials to train, fine-tune, test, validate, improve, benchmark, develop, populate, supplement, or

operate any artificial intelligence, machine-learning, algorithmic, predictive, statistical, automated decision-making, data-mining,

or similar system (any of which, an “AI Tool”);

(d) upload, input, transmit, submit, disclose, or otherwise make available any DataWave Materials to any AI Tool, automated

analytics platform, content aggregator, data extraction tool, prompt-based system, or similar technology, whether public, private,

internal, external, hosted, or locally deployed;

(e) use any robot, spider, scraper, crawler, data-mining tool, extraction tool, automated script, API, bot, or other automated

process to access, copy, monitor, extract, index, download, query, or compile any DataWave Materials;

(f) incorporate any DataWave Materials into any database, data room, knowledge-management system, intranet, extranet,

shared drive, collaboration platform, customer relationship management system, marketing platform, business intelligence tool,

analytics platform, or similar repository that is accessible by any person other than Authorized Users;

(g) use any DataWave Materials in any in any manner that competes with, substitutes for, or impairs DataWave’s business or

the commercial value of the DataWave Materials, including without limitation by creating, supplementing, enhancing, or

commercializing any product, service, data or database, benchmark, market report, lead list, contact list, ranking, directory,

dashboard, model, analytics tool, or other offering;

(h) use any DataWave Materials for any outsourcing, service bureau, consulting, advisory, client-service, managed-service, or

third-party benefit purpose;

(i) quote, cite, excerpt, summarize, reference, characterize, or attribute any DataWave Materials in any document disclosed

or made available to or communication made to any party other than Authorized Users without DataWave’s prior written consent,

including without limitation any press release, marketing material, investor presentation, lender presentation, sales material,

website, social-media post, public filing, procurement response, litigation submission, or regulatory filing;

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(j) remove, obscure, alter, or interfere with any copyright, trademark, confidentiality, proprietary-rights, watermark,

attribution, disclaimer, or restriction notice included in or with any DataWave Materials;

(k) share access credentials, use another person’s access credentials, circumvent access controls, attempt to bypass technical

restrictions, or otherwise access any DataWave Materials other than through the methods authorized by DataWave;

(l) reverse engineer, decompile, disassemble, or otherwise attempt to derive any software, source code, object code,

algorithms, methodology, model, or underlying process used in or related to any DataWave Materials; or

(m) use the DataWave Materials in any manner that violates applicable law or the Agreement.

5. ACCESS CREDENTIALS; SECURITY; SUSPENSION.

5.1. Credentials. Subscriber shall ensure that each Authorized User maintains the confidentiality and security of all usernames,

passwords, links, tokens, multifactor-authentication methods, and other access credentials used in connection with the DataWave

Materials. Subscriber is responsible for all activity occurring through its account or credentials, whether authorized or

unauthorized.

5.2. Notice of Unauthorized Use. Subscriber shall promptly notify DataWave if Subscriber becomes aware of any

unauthorized access to or use of any DataWave Materials, any compromise of access credentials, or any actual or suspected breach

of the Agreement.

5.3. Suspension. DataWave may suspend or limit Subscriber’s or any Authorized User’s access to the DataWave Materials

immediately, with or without prior notice, if DataWave reasonably believes that: (a) Subscriber has breached the Agreement; (b)

access credentials have been compromised; (c) continued access may create a security, confidentiality, legal, reputational, or

commercial risk; or (d) suspension is necessary to protect DataWave, its systems, its licensors, its sources, its customers, or the

DataWave Materials. Suspension does not relieve Subscriber of its payment obligations and does not entitle Subscriber to any

refund or credit.

6. CONFIDENTIALITY.

6.1. Confidential Information. “DataWave Confidential Information” means the DataWave Materials and all non-public

information and data provided or made available by DataWave, including without limitation all non-public pricing, non-public

methodologies, source-identification information, dashboard functionality, data structures, market estimates, company profiles,

rankings, and report content.

6.2. Subscriber Obligation. Subscriber shall hold all DataWave Confidential Information in strict confidence and shall protect

it using at least the same degree of care that Subscriber uses to protect its own highly confidential information, but in no event less

than reasonable care. Subscriber shall not use DataWave Confidential Information except as expressly permitted by the Agreement.

Without limiting Subscriber’s obligations set forth elsewhere in the Agreement, Subscriber shall not disclose DataWave

Confidential Information to any person other than its authorized personnel (or with respect to DataWave Materials, Authorized

Users) who have a need to know for Subscriber’s Internal Business Purposes and who are bound by written confidentiality

obligations at least as protective as these Terms.

6.3. Required Disclosure. If Subscriber is required by law to disclose any DataWave Confidential Information, Subscriber

shall, to the extent not legally prohibited: (a) promptly notify DataWave in writing before disclosure; (b) cooperate with

DataWave, at DataWave’s expense, in seeking confidential treatment, protective relief, or other appropriate protection; and (c)

disclose only the minimum portion legally required. Subscriber shall not voluntarily disclose DataWave Confidential Information

in response to any informal request, due-diligence request, investor request, lender request, customer request, vendor request, or

similar non-compulsory request without DataWave’s prior written consent.

6.4. Duration. Subscriber’s confidentiality obligations continue for so long as the DataWave Confidential Information remains

non-public or retains trade-secret, proprietary, or commercial value.

6.5. Irreparable Harm. Subscriber acknowledges that unauthorized use or disclosure of DataWave Confidential Information

may cause irreparable harm for which monetary damages would be inadequate. DataWave is entitled to seek temporary,

preliminary, and permanent injunctive relief, specific performance, equitable accounting, and other equitable remedies for any

actual or threatened breach, without posting bond and without proving actual damages, in addition to all other rights and remedies

available at law or in equity.

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7. OWNERSHIP.

7.1. DataWave Ownership. As between the parties, DataWave owns and retains all right, title, and interest in and to the

DataWave Materials and all intellectual property, proprietary rights, database rights, trade-secret rights, copyrights, trademarks,

know-how, methodologies, models, algorithms, data structures, compilations, analyses, modifications, improvements, derivative

works, and usage data related thereto. The DataWave Materials are not sold to Subscriber. The Agreement grants only a limited

right of access and use, subject to the terms of the Agreement.

7.2. Feedback. If Subscriber or any Authorized User provides suggestions, ideas, comments, corrections, enhancement

requests, or other feedback regarding DataWave or the DataWave Materials, DataWave may use such feedback without restriction

or compensation, and Subscriber hereby assigns to DataWave all rights in such feedback.

8. THIRD-PARTY SOURCES; MARKET DATA; NO PROFESSIONAL ADVICE.

8.1. Source Limitations. Subscriber acknowledges that the DataWave Materials may be based in part on public records,

government sources, third-party sources, operator research, interviews, proprietary intelligence, estimates, assumptions, and other

information that may be incomplete, inaccurate, delayed, inconsistent, or subject to change.

8.2. Third Party Hosting. DataWave may utilize a third-party hosting site to provide or make available the DataWave

Materials. DataWave disclaims any and all responsibility and liability related to such site, including with respect to availability,

privacy, and security.

8.3. No Professional Advice; No Endorsement or Recommendation. The DataWave Materials are provided for general

business-information purposes only. They do not constitute legal, tax, accounting, financial, investment, valuation, regulatory,

technical, pest-control, operational, or other professional advice. Nothing in the DataWave Materials may be interpreted or

construed as an approval, endorsement, or recommendation by DataWave of any company, vendor, product, service, strategy, or

business decision. Subscriber is solely responsible for evaluating the DataWave Materials and for all decisions, actions, omissions,

strategies, investments, business plans, transactions, communications, and other activities based on or related to the DataWave

Materials.

9. DISCLAIMER OF WARRANTIES.

THE DATAWAVE MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAWAVE DISCLAIMS ALL REPRESENTATIONS AND

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF

ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ERROR-FREE OPERATION,

UNINTERRUPTED ACCESS, OR THAT THE DATAWAVE MATERIALS WILL MEET CLIENT’S REQUIREMENTS OR

ACHIEVE ANY PARTICULAR RESULT. CLIENT’S USE OF AND RELIANCE ON THE DATAWAVE MATERIALS IS AT

CLIENT’S SOLE RISK.

10. LIMITATION OF LIABILITY.

10.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAWAVE

WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE,

ENHANCED, OR SIMILAR DAMAGES; LOST PROFITS; LOST REVENUE; LOST BUSINESS; LOST OPPORTUNITY;

LOSS OF GOODWILL; LOSS OF USE; LOSS OF DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE GOODS

OR SERVICES; THIRD-PARTY CLAIMS AGAINST CLIENT; OR DAMAGES ARISING FROM CLIENT’S USE OF,

INABILITY TO USE, OR RELIANCE ON ANY DATAWAVE MATERIALS, WHETHER ARISING IN CONTRACT, TORT,

NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE, EVEN IF DATAWAVE HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS

ESSENTIAL PURPOSE.

10.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAWAVE’S

TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY PROSPECTUS, OR

ANY DATAWAVE MATERIALS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

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10.3. Essential Basis of Bargain. Subscriber acknowledges that the Fees reflect the allocation of risk set forth in the

Agreement and that DataWave would not provide the DataWave Materials without the warranty disclaimers, damage exclusions,

and liability limitations set forth herein.

11. INDEMNITY; LIQUIDATED DAMAGES.

11.1. Subscriber shall indemnify, defend, and hold harmless DataWave and its owners, members, managers, officers,

directors, employees, contractors, representatives, affiliates, licensors, sources, suppliers, successors, and assigns from and against

any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, fines,

penalties, costs, and expenses, including reasonable attorneys’ fees and expenses, arising out of or relating to: (a) Subscriber’s

breach of the Agreement; (b) Subscriber’s use of or reliance on any DataWave Materials; (c) Subscriber’s violation of any

applicable law; or (d) any claim by any Subscriber affiliate, customer, vendor, supplier, investor, lender, consultant, advisor,

contractor, employee, or other third party who receives, accesses, uses, or relies on DataWave Materials through or because of

Subscriber.

11.2. Without limiting the foregoing, Subscriber acknowledges and agrees that the DataWave Materials constitute a

valuable asset of DataWave that is fundamental to its business; that the value of the DataWave Materials would be substantially

harmed and diminished as a result of unauthorized disclosure, reproduction, use, or other breach of the Agreement; and that it

would be difficult or impossible to determine the amount of such harm or diminution of value with reasonable certainty. Such harm

may include, without limitation, loss of subscription revenue, loss of prospective customers, impairment of DataWave’s ability to

commercialize the DataWave Materials, diminution in the exclusivity of the DataWave Materials, loss of competitive advantage,

loss of goodwill, misappropriation of DataWave’s investment in developing the DataWave Materials, and costs associated with

investigation, containment, enforcement, and remediation. Accordingly, if Subscriber breaches any of Sections 3 (Limited License;

Internal Business Use Only), 4 (Use Restrictions), or 6 (Confidentiality) then, in addition to all other rights and remedies available

to DataWave, Subscriber shall pay DataWave liquidated damages as follows: (a) for unauthorized disclosure to persons within

Subscriber’s organization who are not Authorized Users, an amount equal to the greater of (i) the subscription fees DataWave

would have charged for such unauthorized users or access and (ii) Fifty Thousand Dollars ($50,000); and (b) for any unauthorized

use, disclosure, distribution, publication, transmission, or provision of access to any third party, including without limitation by

allowing any AI Tool to access any DataWave Materials, an amount equal to Five Hundred Thousand Dollars ($500,000). The

parties agree that the amounts set forth above represent reasonable estimates, made as of the time of contracting, of the damages

that DataWave would likely suffer from the applicable categories of breach, taking into account the nature of the DataWave

Materials, the difficulty of tracing or stopping downstream dissemination, the difficulty of proving the full extent of DataWave’s

damages, the value of the DataWave Materials, and the inadequacy or nonfeasibility of calculating actual damages with precision.

The parties further agree that such amounts are intended as liquidated damages and not as penalties. For purposes of this Section,

each unauthorized use, disclosure, distribution, publication, transmission, or provision of access to a separate person, system, AI

Tool, or other third-party destination will constitute a separate breach. If a court of competent jurisdiction determines that any

amount set forth above is unenforceable in whole or in part, the parties intend that the court reform such amount to the maximum

amount enforceable under applicable law.

12. TERMINATION.

12.1. Termination for Breach. DataWave may terminate the Agreement or suspend or terminate Subscriber’s access to

any DataWave Materials immediately upon written notice if Subscriber breaches the Agreement, including any payment

obligation, confidentiality obligation, use restriction, access-control requirement, or other material term.

12.2. Effect of Expiration or Termination. Upon termination of the Agreement, Subscriber shall immediately cease all

use of the DataWave Materials; delete, destroy, or return all DataWave Materials in Subscriber’s possession or control; remove all

DataWave Materials from Subscriber’s systems, devices, storage locations, and repositories; and certify such deletion or

destruction upon DataWave’s request. Subscriber may retain one archival copy solely to the extent required by applicable law or

bona fide document-retention policy, provided that such archival copy remains subject to the Agreement and is not accessed or

used except as legally required.

12.3. Survival. Sections concerning payment obligations, non-refundability, use restrictions, confidentiality,

ownership, disclaimers, limitations of liability, indemnification, liquidated damages, termination effects, audit/compliance,

governing law, venue, and miscellaneous provisions shall survive the expiration or termination of the Agreement.

13. COMPLIANCE; AUDIT.

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13.1. Compliance Certification. Upon DataWave’s request, Subscriber shall certify in writing its compliance with the

Agreement, including the identity of Authorized Users, the locations where DataWave Materials are stored, and the measures taken

to protect DataWave Materials.

13.2. Audit. If DataWave reasonably believes Subscriber has breached the Agreement, Subscriber shall cooperate with

DataWave’s reasonable investigation, including by providing relevant access logs, distribution records, user lists, certifications,

and other information reasonably requested by DataWave.

14. MISCELLANEOUS.

14.1. Force Majeure. DataWave will not be liable for delay, failure, interruption, or degradation of performance caused

by events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, labor disputes, utility

failures, hosting failures, internet failures, third-party platform failures, source-data unavailability, governmental actions, changes

in law, war, terrorism, civil unrest, embargoes, or other similar events.

14.2. Assignment. Subscriber may not assign, delegate, or transfer the Agreement, any Prospectus, or any rights or

obligations under the Agreement without DataWave’s prior written consent. Any attempted assignment in violation of this Section

is void. DataWave may assign the Agreement or any Prospectus to an affiliate or in connection with any merger, acquisition, or

sale of substantially all of its assets.

14.3. Governing Law; Jury Waiver. The Agreement and all claims arising out of or relating to the Agreement, any

Prospectus, or any DataWave Materials are governed by the laws of the State of North Carolina, without regard to conflict-of-law

principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County,

North Carolina, for all disputes arising out of or relating to the Agreement, any Prospectus, or any DataWave Materials. Each party

knowingly and voluntarily waives any right to trial by jury in any such dispute.

14.4. Notices. Notices to DataWave must be delivered to DataWave at the address or email address stated in the

applicable Prospectus, or such other address as DataWave may designate in writing. Notices to Subscriber may be delivered to the

address or email address stated in the Prospectus, associated with Subscriber’s account, or otherwise used by Subscriber in

communications with DataWave. Notices are effective upon receipt.

14.5. Independent Contractors. The parties are independent contractors. The Agreement does not create any

partnership, joint venture, agency, fiduciary, employment, franchise, or similar relationship. Neither party may bind the other.

14.6. Entire Agreement. The Agreement constitutes the entire agreement between DataWave and Subscriber regarding

the DataWave Materials and supersedes all prior or contemporaneous proposals, discussions, emails, understandings, and

agreements regarding the same subject matter. If there is a conflict between these Terms and a Prospectus, the Terms control

except to the extent that the Prospectus expressly states that it is modifying a specific provision of these Terms.

14.7. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining

provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum

extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent as closely as possible.

14.8. Amendment. The Agreement may be amended only by a written instrument signed by DataWave. For the

avoidance of doubt, DataWave may update the Terms at any time in its sole discretion; provided, however, that the Terms

applicable to Subscriber are those in effect at the time of Subscriber’s agreement to each Prospectus.

14.9. No Waiver. No waiver is effective unless in writing and signed by the waiving party. No waiver of any breach is

a waiver of any other or subsequent breach.

14.10. Interpretation. The headings and captions in the Agreement are for convenience only and do not affect

interpretation. The words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”.

The word “or” is not exclusive. The Agreement shall be interpreted according to its fair meaning and not strictly for or against

either party as drafter.