Master Subscription and Services Agreement

THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT (“Agreement”) is effective as of the signing date of the applicable Order Form and/or Statement of Work, including any Exhibits (together “Order Document(s)”) by and between you (“Client”) as the party executing or accepting the Order Documents and Proofmap, LLC (“Proofmap”). Client and Proofmap may each be referred to as a “party” and collectively as the “parties.”

In consideration of the mutual promises and agreements set forth herein, the parties agree as follows:

Summary

This Agreement consists of the general terms and conditions set forth herein (the “Terms and Conditions”), and any properly executed or accepted Order Documents, which are incorporated by reference herein. During the term of this Agreement, Proofmap agrees to perform the Services, including providing Client access to the Proofmap Platform and related support, as specified in any Order Document. Each Order Document represents a separate contract that incorporates the Terms and Conditions and is governed by this Agreement. All changes to any Order Document may only be made in writing (which may include exchange of email as provided herein) and agreed by an authorized representative of each party. In the event of any conflict between the terms of this Agreement and any Order Document, the terms of this Agreement shall govern, unless otherwise explicitly stated in the Order Document.

Definitions

"Additional Credits" means Credits purchased by Client beyond the monthly Credit allotment under Section 2.5(a). Additional Credits require execution of an amended Order Document and do not change Client's recurring monthly Subscription fee or allotment.

“Authorized User” means an individual who is authorized by Client to access and use the Proofmap Platform in connection with the Services, and who has been assigned a unique login credential. The number of Authorized Users included with the Services is specified in the applicable Order Document.

“Bench Time” means time of Proofmap’s contracted specialist resources, converted to Credits at the resource-specific conversion rates set out in the then-current Credit Catalog (for example, development at one (1) Credit per thirty (30) minutes and video editing at one (1) Credit per one (1) hour).

“Client Data” means any data or information inputted by or on behalf of Client in connection with the use of the Services or the Proofmap Platform, or otherwise made known to Proofmap in connection with the Services, including information regarding Client’s business, sales process, customers, prospects, and personnel, and including Personal Data of Client and its customers.

“Contributor” means an individual associated with Client such as Client’s customer, partner, or personnel who participates in an interview or recording captured or coordinated by Proofmap as part of the Services.

“Core Time” means time of senior Proofmap personnel applied to the Services, converted at four (4) Credits per one (1) hour and billed in one-Credit (fifteen-minute) increments. One Credit is the minimum billing increment.

“Credit” means the unit of Service value under this Agreement. Credits are allocated monthly as specified in the applicable Order Document, do not roll over except as expressly provided herein, and may be consumed as Derivative Work, Core Time, or Bench Time.

“Credit Catalog” means the then-current catalog published by Proofmap at the URL identified in the applicable Order Document, setting out the Derivative Work output and their Credit costs, representative Core Time activities, Bench Time resources and their conversion rates, and related guidance. The Credit Catalog is incorporated into this Agreement by reference and may be updated by Proofmap as provided in Section 1.3.

“Deliverable” means a standalone, exportable item produced by Proofmap for Client under an Order Document, distinct and separate from the underlying operation of the Proofmap Platform. Functionality, features, or improvements integrated into the Proofmap Platform are not Deliverables and are not owned by Client, regardless of whether such functionality originated in, or was inspired by, work performed for Client.

“Derivative Work” means defined output produced against an asset or template previously established for Client, priced at a flat Credit cost per deliverable as set out in the then-current Credit Catalog.

“Order Document” means any Order Form, Statement of Work, or similar document executed or accepted by both parties that references this Agreement and specifies the engagement-specific details of the Services, including the monthly Subscription fee, the monthly Credit allotment, the per-Credit rate for Additional Credits, the Rate Protection Period (if applicable) and the number of included Authorized Users.

"MCP Connections" means the Model Context Protocol integrations that Client installs within its own AI systems and tools (such as Claude, ChatGPT, and similar MCP-compatible platforms) to extend its existing Proofmap Platform access to those environments. Access through MCP Connections is authenticated using Client's existing Proofmap credentials, is limited to the Authorized Users to whom those credentials belong, and creates no new or broader access rights. MCP Connections are part of the Services and do not constitute a standalone software license or independent right of access beyond the term of the applicable Order Document.

“Personal Data” means information relating to an identified or identifiable natural person, as further described in the Data Processing Agreement referenced in Section 7.4.

"Pre-Term Credits" means Credits made available to Client for use before the Subscription Start Date, as described in Section 2.2(d), whether for onboarding, initial interviews, or other agreed pre-term work. Pre-Term Credits are a one-time allocation, do not reduce the first Subscription month's allotment, and expire as provided in Section 2.2(e).

“Proofbase” means the proprietary database within the Proofmap Platform in which Client’s interview and recording data, transcripts, approved quotes, themes, and related intelligence captured in the course of the Services are structured, indexed, and maintained.

“Proofmap Platform” means Proofmap’s proprietary web-based portal, including its AI-assisted capabilities, the Proofbase, and associated MCP Connections, together comprising the system Proofmap uses to deliver the Services. Access to the Proofmap Platform is provided to Client solely to enable the delivery and receipt of the Services during the Subscription Term and conveys no standalone software license or right of use beyond the Subscription Term unless otherwise agreed by the parties in a separately executed document.

“Rate Protection Period” means the period during which the rates set forth in an Order Document will not be increased, as provided in Section 2.6.

“Services” means the managed go-to-market services Proofmap provides to Client, delivered using the Proofmap Platform, the Proofbase, and associated tooling, priced and consumed in Credits across three types: Derivative Work, Core Time, and Bench Time. The Services include access to the Proofmap Platform and related support as part of delivery.

“Subscription” means Client’s recurring access to the Services pursuant to the terms of an active Order Document.

“Subscription Term” means the calendar-month Subscription term described in Section 3.1, commencing on the first day of the first full calendar month following the effective date of the applicable Order Document and continuing on a month-to-month basis until terminated as provided herein.

"Unused Credits" means, for any calendar month, the Credits or Additional Credits allocated to that month under the applicable Order Document, as reduced by any Credits drawn from that month in advance under Section 2.4, that have not been consumed as of the end of that month, and, for Pre-Term Credits, those not consumed by the Subscription Start Date as provided in Section 2.2(e). Credits drawn in advance under Section 2.4 are deemed consumed in the month in which they are drawn and do not themselves become Unused Credits. Unused Credits expire and do not roll over, accrue, or convert to any credit, refund, or other value, except as expressly provided in Section 3.2(d).

“Work Product” means the Deliverables produced by Proofmap for Client under an Order Document, comprising: (a) Deliverables outputted through the Proofmap Platform, including video and image assets and document and webpage content (including such content stored as text within the Proofmap Platform); (b) custom Deliverables produced for Client outside the Proofmap Platform; and (c) Deliverables implemented within Client Systems (as defined in Section 1.6), including Client’s AI tools, such as packaged skill files. Work Product expressly excludes the Proofmap Platform, anything integrated into the Proofmap Platform, and all Proofmap-owned intellectual property as defined in Section 11.1.

Section 1: Scope of Services and Platform Access

1.1 Services and Credits

Proofmap delivers the Services on a Subscription basis. The Services are priced and consumed in Credits across three types:

(a) Derivative Work. Output produced against an asset or template previously established for Client, consumed at the flat per-deliverable Credit cost set out in the then-current Credit Catalog;

(b) Core Time. Time of senior Proofmap personnel, consumed at four (4) Credits per one (1) hour, billed in one-Credit (fifteen-minute) increments; and

(c) Bench Time. Time of Proofmap-managed contracted specialist resources, consumed at the resource-specific conversion rates set out in the then-current Credit Catalog.

One Credit is the minimum billing increment for all duration-priced work. Proofmap determines in its reasonable discretion, consistent with the Credit Catalog, whether work is performed as Derivative Work, Core Time, or Bench Time, and will record Credit consumption in a ledger made available to Client as described in Section 2.7.

1.2 Credit Catalog

The Credit Catalog sets out the then-current Derivative Work output and Credit costs, representative Core Time activities, and Bench Time resources and conversion rates. The Credit Catalog is referenced in, and forms part of, each Order Document.

1.3 Catalog Evolution

Proofmap may add to or reclassify items in the Credit Catalog from time to time. Reclassifying an item from Core Time to Derivative Work will never increase its Credit cost to Client. No change to the Credit Catalog will increase the Credit cost of a cataloged output to Client during the then-current Rate Protection Period.

1.4 Platform Access; Fair Use

Access to the Proofmap Platform for up to the number of Authorized Users specified in the applicable Order Document is included as part of the Services. Proofmap may accommodate requests for additional Authorized Users in its reasonable discretion. Platform access is provided to support the delivery and receipt of the Services and is subject to fair use as reasonably determined by Proofmap, including with respect to the volume of AI-assisted generation and the volume of media and other data stored within the Proofmap Platform. If Client’s usage materially exceeds fair use, Proofmap will notify Client and the parties will work together in good faith to address such usage.

1.5 Client Responsibilities

To ensure the timely and successful execution of Services, Client agrees to provide Proofmap with prompt and necessary access to its systems, personnel, and materials as reasonably required. This includes, but is not limited to, timely delivery of brand assets and other required content, and making relevant stakeholders available for interviews, feedback, and approvals. Proofmap shall not be held liable for any delays, failures, or additional costs resulting from the Client’s failure to meet these obligations.

1.6 Client Systems Access

Where Client provides Proofmap with credentials for, or access to, Client’s systems, accounts, or tools (including, without limitation, content management systems, CRM platforms, AI tools, and code or asset repositories, collectively “Client Systems”) in connection with the Services:

(a) Client represents and warrants that it has all rights and authority necessary to grant such access;

(b) Proofmap will use such access solely as needed to perform the Services and will follow commercially reasonable security practices with respect to credentials provided to it;

(c) Client is and remains responsible for the security, configuration, administration, and backup of Client Systems and the data within them, and Proofmap shall not be liable for any security breach, incident, outage, or data loss occurring in or arising from Client Systems, except to the extent directly caused by Proofmap’s gross negligence or willful misconduct; and

(d) where practicable, Client will provision Proofmap with least-privilege, individually assigned credentials rather than shared administrator credentials.

Section 2: Compensation and Billing

2.1 Fees

Client shall pay the monthly Subscription fee set forth in the applicable Order Document, which covers the monthly Credit allotment, access to the Proofmap Platform for the included Authorized Users, and related support, as a single bundled fee, billed automatically as provided in Section 2.8. Except as expressly provided in this Agreement, all fees are non-refundable.

2.2 Billing Cycle; Commencement; Onboarding

(a) Calendar-Month Cycle. The Subscription Term runs on calendar months. The monthly Subscription fee is billed automatically on or about the first day of each calendar month of the Subscription Term.

(b) Commencement. The Subscription Term commences on the first day of the first full calendar month following the effective date of the applicable Order Document, at the full monthly Credit allotment.

(c) Onboarding. Onboarding is provided as an estimated allocation of Credits and is not a separate fee. Where onboarding is performed during the first month of the Subscription Term, rather than as Pre-Term Work under subsection (d), onboarding Credits are drawn from the first month's Credit allotment.

(d) Pre-Term Work. Where the effective date of the Order Document falls before the commencement of the Subscription Term, onboarding and any other pre-term work will be invoiced as specified in the Order Document, either (i) as a separate, up-front purchase of the estimated Pre-Term Credits, or (ii) as a prorated Pre-Term Credit pool calculated from the monthly allotment and the days remaining in the partial month. Pre-Term Credits do not reduce the first Subscription month's allotment. Where no Statement of Work is attached to the Order Document, the pre-term provisions of this Section 2.2 govern in full.

(e) Pre-Term Credit Availability. Pre-Term Credits (including any onboarding Credits) expire at the end of the day immediately preceding the Subscription Start Date and do not carry into the Subscription Term. Pre-Term Credits are a one-time allocation and do not create any recurring entitlement or rollover right.

2.3 Monthly Allotment; No Rollover

Client receives the monthly Credit allotment specified in the applicable Order Document at the start of each calendar month of the Subscription Term. Unused Credits expire as described herein and do not roll over, accrue, or convert to any credit, refund, or other value.

2.4 Pull-Ahead

(a) Mechanism. If Client exhausts a month's Credit allotment, Client may, with written confirmation as described in subsection (b), consume Credits from the immediately following month's allotment in advance (a "pull-ahead") up to a maximum of fifty percent (50%) of the immediately following month's allotment outstanding at any time. Credits consumed as a pull-ahead reduce the following month's allotment accordingly. A pull-ahead may be drawn only from the immediately following month; allotments beyond the immediately following month may not be drawn in advance, and needs beyond the pull-ahead maximum may be met through Additional Credits under Section 2.5. A pull-ahead does not change the billing schedule or amounts. By pulling ahead, Client commits to the following month's Subscription; where Client has pulled ahead, the earliest effective date of any termination for convenience or reduction of the monthly allotment is the end of the calendar month into which Credits were pulled.

(b) Authorization. Pull-aheads are initiated by Client's written confirmation, which may be provided by email, and are effective without the need for an amended Order Document. A pull-ahead is a draw against the immediately following month's allotment and is not separately billed; the monthly Subscription fee continues to be billed as provided in Section 2.2.

2.5 Additional Credits and Changes to the Monthly Allotment

(a) Additional Credits. Client may purchase Additional Credits beyond the monthly allotment at the per-Credit rate specified in the applicable Order Document, whether to meet a specific project need, to add capacity in advance, or otherwise. Additional Credits are purchased by an amended Order Document executed by Client and do not change Client's recurring monthly Subscription fee or allotment. Unless the Order Document provides otherwise, Additional Credits purchased for a given month are made available in that month and expire at the end of that month in accordance with Section 2.3. Where the Order Document allocates Additional Credits across more than one month, the applicable portion is made available in, and expires at the end of, each such month.

(b) Changes to the Monthly Allotment. Client may request an increase or decrease to the monthly Credit allotment. Any change is effected by an amended or replacement Order Document setting out the new monthly Subscription fee, monthly Credit allotment, and per-Credit rate, executed by Client. An increase in Credit allotment is effective on the first day of the calendar month immediately following the amendment date. A decrease in allotment is effective on the first day of the second calendar month following the amendment date.

(c) Pull-Ahead Interaction. Where Client has pulled ahead under Section 2.4, the earliest effective date of a reduction to the monthly allotment is the end of the calendar month following the month into which Credits were pulled.

(d) Interim Credits. Where Client has agreed to an increased monthly allotment that has not yet taken effect, Client may purchase Additional Credits for the remainder of the then-current month under subsection (a) at the per-Credit rate of the new Order Document. The monthly Subscription fee is not prorated.

(e) Rates on Amendment. An amended or replacement Order Document adopts Proofmap's then-current rates as agreed therein and commences a new Rate Protection Period as specified in that Order Document.

2.6 Rate Protection; Rate Changes

(a) Rate Protection. The monthly Subscription fee and per-Credit rate set forth in an Order Document are protected and will not be increased during the Rate Protection Period specified in that Order Document, which is twelve (12) months from the Order Document’s effective date unless otherwise specified in the Order Document. Following the Rate Protection Period, Proofmap may adjust such rates with at least thirty (30) days’ prior written notice, with any adjustment effective at the start of a calendar month.

(b) Continuity. Rate protection applies to a continuously active Subscription. Termination of the applicable Order Document ends the Rate Protection Period, and any subsequent engagement will be at Proofmap’s then-current rates under a new Order Document.

(c) Scope of Protection. Rate protection applies to the monthly Subscription fee and the per-Credit rate. It does not freeze the Credit Catalog, which may evolve as provided in Section 1.3 (and which evolves only in a manner that is neutral or favorable to Client during the Rate Protection Period), and it does not limit the fair-use provisions of Section 1.4.

2.7 Credit Utilization; Reporting

Proofmap will, in good faith, work with Client to utilize Credits on a monthly basis. Proofmap is not obligated to ensure that Client’s Credits are fully utilized in any month, and Credits remaining unutilized in any month shall not constitute a breach of this Agreement. Proofmap will maintain a ledger of Credit consumption and will make balance and usage information available to Client, including a monthly usage report; a detailed audit trail of Credit consumption is available upon request.

2.8 Payment Methods; Automatic Payment

(a) Automatic Recurring Billing. Client authorizes Proofmap to automatically charge or debit the payment method on file for the monthly Subscription fee on each billing date, and for Additional Credits and pull-aheads authorized under Sections 2.4(b) and 2.5(a), in each case until the applicable Order Document is terminated as provided herein. Proofmap accepts credit card and ACH bank debit payments through its designated payment processor. Where Client pays by ACH debit, Client’s authorization in the applicable Order Document constitutes Client’s mandate authorization for recurring and adjustment debits as described therein.

(b) Failed Payments. If an automatic payment fails, Proofmap will notify Client and reattempt the charge in accordance with its payment processor’s retry schedule. Client will have ten (10) business days from the original billing date to resolve the payment without any disruption to the Services. If payment remains unresolved after such period, Proofmap may pause performance of the Services until all outstanding amounts are resolved; Client’s access to the Proofmap Platform will nonetheless remain available for thirty (30) days following the original billing date. If payment remains unresolved thirty (30) days after the original billing date, Proofmap may suspend access to the Proofmap Platform and may terminate the applicable Order Document upon written notice. Any pause or suspension does not relieve Client of its payment obligations for amounts accrued through the effective date of any termination.

(c) Payment Method Updates. Client is responsible for maintaining a current, valid payment method on file. Client may update its payment method at any time through Proofmap’s designated payment portal.

2.9 Taxes and Fees

Any and all amounts payable hereunder are exclusive of any goods and services, value added, sales, use, excise or other similar taxes (collectively, “Taxes”). Client is solely responsible for paying any applicable Taxes. If Proofmap has the legal obligation to collect any Taxes, Client shall pay Proofmap same as indicated on the invoice by Proofmap. Proofmap reserves the right to pass through transaction fees relating to payment processing to Client in compliance with applicable state laws.

Section 3: Term and Termination

3.1 Term

The term of this Agreement will begin on the Effective Date and will continue in full force and effect until terminated pursuant to the terms of this Agreement. The Subscription Term of an Order Document commences as described in Section 2.2(b) and continues on a month-to-month basis, renewing automatically at the start of each calendar month, until terminated as permitted herein.

3.2 Termination

(a) Termination for Cause. Either party may terminate an Order Document upon written notice if the other party materially breaches any provision of this Agreement or the Order Document and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

(b) Termination for Convenience. Either party may terminate an Order Document for convenience effective as of the end of any calendar month by providing at least thirty (30) days’ prior written notice to the other party, subject to Section 2.4 where Client has pulled ahead.

(c) Client-Initiated Termination. Where Client terminates for convenience, Client is not entitled to any refund of fees paid or payable. Credits allocated for any paid month remain available for use through the effective date of termination; Unused Credits expire thereafter, and no Subscription fee will be charged for any month commencing after the effective date of termination.

(d) Proofmap-Initiated Termination. Where Proofmap terminates for convenience, Proofmap will refund Client the value of paid-for Unused Credits for the then-current period.

(e) Effect of Termination. Upon termination of an Order Document for any reason: (i) Client’s access to the Proofmap Platform shall cease as of the termination effective date, except as provided in Section 3.3; (ii) all outstanding fees through the termination effective date shall become immediately due and payable; and (iii) the export provisions of Section 3.3 shall apply. Termination of an individual Order Document does not terminate this Agreement, which shall continue in effect for the duration of any other active Order Documents.

3.3 Post-Termination Access and Export

Upon termination of the applicable Order Document, Client will have no further access to the Proofmap Platform, including the Proofbase, and must complete any export of Client Data within thirty (30) days following the effective date of termination, unless otherwise agreed in writing by the parties. During such thirty (30) day period:

(a) Structured Data Export. Proofmap will provide Client with one structured export of Client’s Proofbase data in spreadsheet format, organized to include Client’s interview and recording records, approved quotes (including approved paraphrased renderings), and asset records;

(b) Media Availability; Downloads. Client will retain access to the Proofmap Platform solely for export purposes. Proofmap will make Client’s media files available for download during this period, and Client is responsible for performing all downloads of its video files, document assets, and other Work Product using the Proofmap Platform’s download capabilities. Proofmap has no obligation to compile, transfer, or migrate media or other files on Client’s behalf, and any assisted export services may be agreed in writing as additional Services; and

(c) Scope of Exportable Data. Exportable data is limited to Client Data including Client’s recordings and transcripts and approved quotes (including approved paraphrased renderings as embodied in Client’s Work Product) and Work Product. Exportable data does not include the structure, schema, or organization of the Proofbase, AI-generated metadata or scores, platform and AI configurations, approval records and related infrastructure, or any other Proofmap-owned intellectual property as defined in Section 11.1.

Following the thirty (30) day export period, Proofmap shall have no obligation to maintain or provide Client data and may, unless legally prohibited, delete all Client Data remaining in its systems or under its control.

3.4 Survival of Obligations

The provisions of this Agreement that by their nature are intended to survive termination or expiration (including confidentiality, indemnification, intellectual property rights, platform use restrictions, and the disclaimer of warranties) shall survive any termination of this Agreement.

Section 4: Representations, Warranties, and Disclaimer

4.1 Mutual Representations

Each party represents and warrants to the other that:

(a) it has the necessary power and authority to enter into this Agreement and any applicable Order Document and to perform its obligations hereunder;

(b) the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate or organizational action;

(c) entry into and performance of this Agreement will not conflict with any provision of applicable law, the party’s certificate of incorporation, bylaws, operating agreement, or comparable organizational documents, or any material agreement to which it is a party; and

(d) no consent, approval, or authorization of, or filing with, any governmental authority is required in connection with the execution or performance of this Agreement, other than those that have already been obtained.

4.2 Proofmap Representations and Warranties

Proofmap further represents and warrants that:

(a) it has the necessary skills, expertise, and legal authority to perform its obligations under this Agreement and any applicable Order Document in compliance with all applicable laws, rules, and regulations; and

(b) during the Subscription Term of an applicable Order Document, Proofmap shall use commercially reasonable efforts to make the Proofmap Platform available as part of the Services in accordance with its then-current published documentation. Proofmap will maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Client data stored within the Proofmap Platform. The foregoing availability commitment shall not apply to: (i) scheduled maintenance windows, of which Proofmap shall provide reasonable advance notice; (ii) force majeure events as described in Section 10; (iii) failures or disruptions caused by third-party infrastructure, hosting providers, or internet service providers; or (iv) issues arising from Client’s misuse of the Proofmap Platform, unauthorized access, or use inconsistent with the applicable documentation or Order Document.

4.3 Client Representations and Warranties

Client represents and warrants that:

(a) it has and will have all necessary rights, licenses, and permissions to provide any content, materials, or intellectual property to be included in the Services;

(b) it will be solely responsible for ensuring that any content provided to Proofmap, including information received directly from Client’s customers (Contributors) for use in the Services, is accurate and does not infringe any third-party rights;

(c) if Client includes, or requires Proofmap to include, any third-party materials,including without limitation written works, photography, music, use and likeness, sound recordings, video recordings, or any other content requiring licenses or approvals, Client has obtained all appropriate authorizations and releases and shall be solely liable for any payment due therefrom; and

(d) Client shall use the Proofmap Platform solely for lawful business purposes and in compliance with the Platform Use Restrictions set forth in Section 11.5. Any violation of Section 11.5 shall constitute a material breach of this Agreement.

4.4 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 4.1, 4.2, AND 4.3 ABOVE, THE PROOFMAP PLATFORM, ALL SERVICES, AND ALL MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” PROOFMAP, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL GUARANTEES, WARRANTIES, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE PROOFMAP PLATFORM OR MATERIALS, OR THAT CLIENT’S USE OF THE PROOFMAP PLATFORM OR MATERIALS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES, OR WILL MEET CLIENT’S REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM PROOFMAP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Section 5: Indemnification

5.1 Indemnification by Proofmap, Exclusive Remedy

Proofmap shall indemnify, defend, and hold harmless the Client, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of or related to any claim that content developed by Proofmap and delivered to the Client infringes upon any third party’s intellectual property rights, provided that the Client has not altered or modified such content.

Upon notice of an infringement claim, Proofmap shall, at its option: (a) procure the right for Client to continue using the affected content; (b) modify the affected content to be non-infringing; or (c) replace the affected content with substantially equivalent non-infringing content. If Proofmap is unable to accomplish any of the foregoing after commercially reasonable efforts, Client may terminate the applicable Services and receive a refund of the Monthly Fee attributable to Unused Credits included in the current month's allotment. The foregoing constitutes Client's sole and exclusive remedy, and Proofmap's entire liability, for any claim of intellectual property infringement against Proofmap.

5.2 Indemnification by Client

The Client shall indemnify, defend, and hold harmless Proofmap, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of or related to:

(a) a breach by the Client of its obligations, representations, or warranties under this Agreement;

(b) gross negligence or willful misconduct in connection with the subject matter of this Agreement;

(c) Client’s infringement of any intellectual property regarding content provided to Proofmap by the Client; or

(d) any claim, liability, or damage arising from the Client’s use of content generated through the Proofmap Platform, including but not limited to claims arising from the publication or distribution of AI-generated content, except to the extent such claims are a direct result of Proofmap’s gross negligence or willful misconduct.

Section 6: Limitation of Liability

Except for indemnification obligations and claims related to gross negligence or willful misconduct, neither party’s aggregate liability shall exceed the total amount paid by Client under the applicable Order Document in the twelve (12) months preceding the event that gives rise to the claim. For the avoidance of doubt, “total amount paid” includes all fees paid by Client under the applicable Order Document, including Subscription fees and fees for Additional Credits. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or revenue.

Section 7: Confidentiality

7.1 Confidential Information

Each party may disclose (the “Discloser”) to the other party (the “Recipient”) certain commercially valuable or otherwise proprietary or confidential information relating to the Services, operations, products, sales, and business of the Discloser and its affiliated and related companies or third parties including, without limitation, trade secrets, processes, promotional information, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, unpublished copyrightable material, consumer lists, personal information with respect to employees, customers or others, sources of supply, prospects or projections, or any other proprietary or confidential matter (“Confidential Information”). Confidential Information shall include, but is not limited to, intellectual property, methods, methodologies, business plans, trade secrets, the source code and architecture of the Proofmap Platform, the algorithms and models underlying its AI-assisted capabilities, the structure and schema of the Proofbase, and information relating to any and all aspects of the disclosing party’s business or products. Confidential Information can be contained in any medium, including verbal form, graphic form, machine readable or electronic form, or written or other tangible form, whether or not marked as confidential. For the avoidance of doubt, Client Data constitutes Confidential Information of Client.

7.2 Duty of Care

Each party shall apply to the Confidential Information at least no less security measures and degree of care than those which it applies to its own confidential information but in no event less than a reasonable degree of care. Each party shall only make Confidential Information available to those employees, subcontractors, consultants, and agents who have a need to know such Confidential Information in order to carry out the purpose of this Agreement or any Order Document; provided, however, the Recipient may disclose Confidential Information if such disclosure is required pursuant to any government statute, regulation, or any court order, provided that the Recipient takes reasonable actions to avoid and/or minimize such disclosure, including, if possible, providing prompt, advance notice of the impending disclosure to enable the Discloser to seek a protective order or otherwise prevent such disclosure. Under no circumstances shall Client utilize Proofmap’s Confidential Information to create a competing product, solution, or service, and any such action shall be considered a material breach of this Agreement and the intellectual property provisions contained herein.

7.3 Exclusions

Confidential Information shall exclude any information that: (a) is or becomes part of the public domain through no wrongful act or failure to act on the part of the Recipient; (b) is rightfully received by Recipient from a third party in possession of it who was not subject to any restrictions on the disclosure of such information; (c) is approved in writing for release by an authorized officer of the Discloser; or (d) has been independently developed by Recipient (as evidenced by its written records) without violation of this Agreement or any rights of the Discloser. The obligations with respect to Confidential Information shall survive for a period of two (2) years after the termination or expiration of this Agreement. The parties shall return the Confidential Information and all corresponding files upon receipt of written request from the other party.

7.4 Data Privacy and Processing

Privacy is governed by Proofmap’s Privacy Policy, which can be found at https://proofmap.com/privacy-policy/. To the extent performance of the Services requires Proofmap to process Personal Data, Proofmap’s Data Processing Agreement (“DPA”) governs the use and protection of such Personal Data to ensure compliance with applicable privacy laws, including the General Data Protection Regulation (GDPR) where applicable. The DPA, including its current list of subprocessors attached as an exhibit thereto, is maintained at https://proofmap.com/dpa/ and is incorporated by reference into this Agreement. Proofmap shall keep the DPA and subprocessor list at that URL up to date and shall notify Client of any material changes to the subprocessor list.

Section 8: Independent Contractor Relationship

Nothing contained herein shall be deemed or construed to create any partnership or joint venture between Client and Proofmap. All activities by Proofmap, or its subcontractors, under the terms of this Agreement shall be carried on by Proofmap, or its subcontractors, as an independent contractor and not as an agent for or employee of Client. Under no circumstances shall any employee of Proofmap or employee of its subcontractors be deemed or construed to be an employee of Client, nor shall Proofmap and Client be deemed to be co-employers of any employee or subcontractor. Each party shall be solely responsible for payment of compensation to its personnel. Each party shall pay and report, for all of its personnel, all federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel.

Section 9: Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Proofmap may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.

Section 10: Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, government actions, fires, floods, labor disputes, pandemics, and power failures. In the event of a force majeure event, the affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If the event lasts more than thirty (30) days, either party may terminate the Agreement by providing written notice to the other party.

Section 11: Intellectual Property

11.1 Proofmap Ownership

Proofmap retains ownership of any and all methodologies, processes, templates, systems, designs, tools, or proprietary materials developed by Proofmap in the performance of the Services, including general know-how or skills developed during the course of performing the Services. Proofmap shall own all of its delivery data, which shall include, but is not limited to, all materials, information, photography, writings, files, data files, documentation, and other content or materials provided by Proofmap to Client as part of the Services or that is aggregated and collected by Proofmap in order to provide the Services hereunder to Client. Specifically, Proofmap retains all right, title, and interest in and to:

(a) the Proofmap Platform, including the portal software and underlying code;

(b) all proprietary AI methodologies, algorithms, and models underlying the Proofmap Platform;

(c) all AI-generated metadata, including Clarity Scores, Strength Scores, and approval logs; and

(d) the structure, schema, and organization of the Proofbase, including all thematic mappings, persona models, and relational indexes maintained within the Proofmap Platform, and all paraphrasing, scoring, and classification methodologies. For the avoidance of doubt, the foregoing does not transfer to Proofmap any of Client’s ownership rights in Client’s underlying recordings, transcripts, original quote text, and approved quotes (including approved paraphrased renderings as embodied in Client’s Work Product), which Client may export as provided in Section 3.3.

11.2 Client Ownership of Work Product

Subject to full payment of all applicable fees, Client shall own all rights, title, and interest in and to the Work Product produced by Proofmap and delivered to Client, across all three categories described in the definition of Work Product. Only Deliverables, as defined, are capable of being owned by Client; nothing integrated into the Proofmap Platform constitutes a Deliverable or Work Product. Client’s ownership of Work Product includes the approved quotes embodied in it, including approved paraphrased renderings. Ownership rights to Work Product transfer to Client only upon Proofmap’s receipt of full payment for the period in which the Work Product was delivered.

For the avoidance of doubt: (a) Work Product expressly excludes the structure and schema of the Proofbase, AI-generated metadata and scores, and all Proofmap-owned intellectual property as defined in Section 11.1; (b) with respect to Deliverables implemented within Client Systems, including Client’s AI tools, Client owns the delivered files, and Proofmap retains the underlying methodologies, frameworks, and prompt architectures embodied in them and may develop and deliver similar implementations for other clients; (c) nothing in this Agreement limits Proofmap’s right to develop, or to integrate into the Proofmap Platform, functionality equivalent or similar to any Deliverable, and any such integrated functionality is and remains Proofmap’s property; and (d) ownership of Work Product does not extend or continue any access to the Proofmap Platform or to the MCP Connections with which Work Product interoperates, which access ends as provided in Section 3.3.

11.3 AI and Data Usage

(a) Client-Specific Use. Proofmap utilizes Client Data as the contextual foundation for the AI-assisted capabilities of the Proofmap Platform within Client’s account. Such capabilities reference Client Data including recordings, transcripts, approved quotes, themes, and extracted insights maintained in the Proofbase to generate brand-aligned, grounded outputs, whether within the Proofmap Platform or through MCP Connections to Client’s AI tools. Client Data is not used to train general-purpose AI models and is not shared with or accessible to other Proofmap clients.

(b) Anonymized Usage Data. Proofmap may collect and use de-identified and anonymized usage data—such as platform interaction patterns, workflow telemetry, and prompt structures—for the purpose of improving Proofmap’s backend architecture, AI orchestration, and overall platform performance. Proofmap warrants that such usage data will be stripped of all Personally Identifiable Information (PII), including individual names and Client company names, prior to being used for any internal analysis or system improvement.

11.4 Trademark Use

Proofmap may use the names, logos, and trademarks of Client, including materials developed in the performance of the Services, to publicize the existence of the business relationship established by this Agreement.

11.5 Platform Use Restrictions

Client’s use of the Proofmap Platform and all associated documentation, data, outputs, and materials is limited to Authorized Users as provided in Section 12 and the applicable Order Document. Except as expressly permitted under this Agreement or an applicable Order Document, Client shall not, and shall not permit any Authorized User or third party to:

(a) copy, reproduce, translate, modify, adapt, or create derivative works based upon any portion of the Proofmap Platform, including any software, algorithms, models, user interface designs, or documentation;

(b) reverse engineer, decode, decompile, disassemble, or otherwise attempt to access or derive the source code, object code, architectural framework, algorithms, data models, or machine learning models underlying the Proofmap Platform or any component thereof;

(c) access or use the Proofmap Platform for purposes of developing, marketing, selling, or distributing any product or service that competes with, or includes features substantially similar to, the Proofmap Platform or any component thereof;

(d) sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Proofmap Platform or any component thereof available to any third party, except to Authorized Users as expressly permitted under the applicable Order Document;

(e) use the Proofmap Platform in any manner that violates applicable laws or regulations, including without limitation data protection, export control, and intellectual property laws;

(f) remove, alter, obscure, or deface any copyright notices, trademark notices, proprietary legends, or other notices of ownership or attribution on or within the Proofmap Platform;

(g) use any automated means, including bots, scrapers, crawlers, or similar technologies, to access, extract, index, or collect data from the Proofmap Platform, including but not limited to AI-generated outputs, metadata, and scores, other than through interfaces (including MCP Connections) provided or approved by Proofmap;

(h) attempt to gain unauthorized access to any portion of the Proofmap Platform, other accounts, computer systems, or networks connected to the Proofmap Platform, through hacking, password mining, or any other means;

(i) use the Proofmap Platform in any manner that could damage, disable, overburden, or impair the Proofmap Platform or interfere with any other party’s use thereof; or

(j) share, transfer, or otherwise make available any Authorized User login credentials to any individual who is not the designated Authorized User, or allow multiple individuals to access the Proofmap Platform through a single Authorized User account.

11.6 Injunctive Relief

Client acknowledges and agrees that any breach or threatened breach of Sections 7 (Confidentiality), 11.1 (Proofmap Ownership), or 11.5 (Platform Use Restrictions) of this Agreement would cause Proofmap irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Proofmap shall be entitled to seek injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages. The exercise of any remedy under this Section shall not preclude Proofmap from pursuing any other remedies available under this Agreement, at law, or in equity.

Section 12: Authorized Users and Account Security

12.1 Authorized Users

Client may designate Authorized Users up to the number specified in the applicable Order Document; Proofmap may accommodate requests for additional Authorized Users in its reasonable discretion as provided in Section 1.4. Each Authorized User must be assigned a unique login credential. Authorized Users may access the Proofmap Platform through the web-based portal and through MCP Connections provided or approved by Proofmap. Client is responsible for ensuring that all Authorized Users comply with the terms of this Agreement, and Client shall be liable for any acts or omissions of its Authorized Users in connection with their use of the Proofmap Platform.

12.2 Account Security

Client is responsible for maintaining the confidentiality of all Authorized User login credentials and for all activities that occur under its accounts. Client shall promptly notify Proofmap of any unauthorized use of any account or any other breach of security. Proofmap shall not be liable for any loss or damage arising from Client’s failure to comply with this Section.

Section 13: Approvals

As part of the Services, Proofmap facilitates an approval workflow through which Contributors review and approve specific statements, quotes, and identifying information, and the specific content presented to them, for use and publication. References in this Section to quotes include paraphrased renderings presented to the Contributor for approval. Proofmap maintains a record of each approval, including the approved content and the circumstances of its submission, which remains Proofmap’s property under Section 11.1.

13.1 Scope of Approval

Client acknowledges and agrees that a Contributor’s approval applies solely to the specific quotes and statements, and the specific content, reviewed and approved by that Contributor. Where content is generated or assembled using AI-assisted capabilities and was not individually presented to the Contributor for approval, the Contributor’s approval authorizes the use of their approved quotes as grounded source material for such outputs; the Contributor is not approving the final text, narrative, or structure of any content that was not presented to them, and all surrounding narrative, analysis, and contextual content in such outputs has not been independently reviewed or approved by the Contributor.

13.2 No Guarantee; Identity

Proofmap shall use commercially reasonable efforts to confirm the identity and professional affiliation of each Contributor based on the information reasonably available to it. Proofmap does not guarantee the accuracy, completeness, or truthfulness of any information provided by a Contributor, and shall not be liable for any inaccuracy, misrepresentation, or omission in a Contributor’s statements, nor for unauthorized access to or misuse of an approval link by any person other than the intended Contributor where Proofmap delivered the link to the contact information provided by Client or obtained during the applicable interview or recording session.

13.3 Client Responsibility

Client is responsible for its publication, distribution, and use of content produced through the Services consistent with the scope of the applicable Contributor approvals. Client shall indemnify and hold harmless Proofmap from any claims arising from Client’s use of such content in excess of or inconsistent with the scope of a Contributor’s approval, and Proofmap shall not be liable for any claim by a Contributor or third party arising from the use of approved quotes within AI-generated content, provided that Proofmap has accurately reproduced the approved quotes and has not fabricated or materially altered any statement attributed to the Contributor.

Section 14: Miscellaneous Provisions

14.1 Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law principles. Any disputes shall be resolved in the courts located in Austin, Texas.

14.2 Waiver

No waiver of any provision or right under this Agreement shall be effective unless in writing and signed by the party against whom the waiver is claimed.

14.3 Entire Agreement

This Master Subscription and Services Agreement, together with any active Order Documents, the Credit Catalog as incorporated therein, the Data Processing Agreement (DPA), and the Privacy Policy, constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings, whether oral or written.

14.4 Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Client shall not directly or indirectly solicit or hire any employee or contractor of Proofmap, who was introduced in connection with this Agreement, without prior written consent.

14.5 Notices

All notices under this Agreement must be in writing and delivered to the other party at the addresses provided in the Order Document. Notices may be delivered by email to the email addresses provided in the Order Document and are deemed received on the business day following transmission.

14.6 Updates to this Agreement

Proofmap maintains the current version of this Agreement at the URL identified in the applicable Order Document. Unless the parties have executed a signed, negotiated version of this Agreement, Proofmap may update this Agreement from time to time. Updates take effect at the start of the next calendar month following posting, and Proofmap will provide notice of material updates. Client’s continued receipt of the Services after the effective date of an update constitutes acceptance of the updated Agreement. No update will shorten an active Rate Protection Period, increase rates during an active Rate Protection Period, or materially diminish Client’s rights with respect to Credits already paid for. Where the parties have executed a signed, negotiated version of this Agreement, that version may be amended only in a writing signed by both parties.