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 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:

Definitions

"Authorized User" means an individual who is authorized by Client under an Order Document to access and use the Proofmap Platform, and who has been assigned a unique login credential. Authorized Users are designated as either Power Users or Standard Users.

"Client-Initiated Source" means a Source provided directly by Client to the Proofmap Platform without Proofmap coordination or processing support. Client-Initiated Sources are not eligible for the Proofmap Verified™ designation or associated Verification Record, do not count toward any contracted Proofmap-Supported Source allocation, and are not subject to overage provisions. Processing of Client-Initiated Sources is subject to fair use as determined by Proofmap; excessive volume may be subject to additional fees upon written notice to Client.

"Content Assets" means the written, visual, audio, and video materials produced through or with the assistance of the Proofmap Platform and the Services, including but not limited to case studies, blog posts, sales collateral, testimonial videos, and social media content.

"Final Deliverables" means the final, underlying content assets produced by Proofmap and delivered to Client as specifically outlined in an Order Document, including but not limited to final video files, raw footage, and document files. Final Deliverables expressly exclude Proofmap Verification Marks, Proofmap Platform software, and all Proofmap-owned intellectual property as defined in Section 11.1.

"Knowledge Graph" means the proprietary data structure maintained by Proofmap within the Proofmap Platform that organizes and indexes themes, personas, metrics, and relationships extracted from Sources for the purpose of enabling AI-assisted content generation and analysis.

"Order Document" means any Order Form, Statement of Work, or similar document executed by both parties that references this Agreement and specifies the scope of Services, fees, term, and other engagement-specific details.

"Platform Fee" means the recurring fee for Client access to the Proofmap Platform and related support, as specified in the applicable Order Document.

"Power User" means an Authorized User with full administrative, workflow management, analytics, and AI generation access to the Proofmap Platform, as further described in Section 12.

"Proofmap Agent" means Proofmap's proprietary AI system that utilizes Client's Source data to generate brand-aligned, grounded outputs within the Proofmap Platform.

"Proofmap Platform" means Proofmap's proprietary software-as-a-service application, including the web-based portal, the Proofmap Agent, all underlying infrastructure, APIs, and associated documentation, through which Proofmap delivers its Services and enables Client access to Content Assets, verification workflows, and AI-assisted capabilities.

"Proofmap-Supported Source" means a Source for which Proofmap provides coordination and processing support during its lifecycle on the Proofmap Platform. Only Proofmap-Supported Sources count toward any contracted Source allocation specified in the applicable Order Document and are subject to overage provisions. Proofmap-Supported Sources are eligible for the Proofmap Verified™ designation and associated Verification Record upon completion of the verification and approval process described in Section 13.

"Services" means any services provided by Proofmap to Client as indicated in an applicable Order Document, which may include platform access and related support.

"Source" means a single video input submitted to and processed through the Proofmap Platform, subject to any duration or format limitations specified in the applicable Order Document.

"Standard User" means an Authorized User with content access, search, and activation capabilities within the Proofmap Platform, as further described in Section 12.

"Subscription Term" means the period specified in the applicable Order Document during which Client is entitled to access the Proofmap Platform and receive the Services.

"Verification Marks" means the Proofmap Verified™ seal, badge, or similar identifiers issued by Proofmap upon completion of the verification and approval process for a Content Asset derived from a Proofmap-Supported Source, together with the associated Verification Record.

"Verification Record" means the public-facing record maintained by Proofmap that displays the verification status, approved statements, and contributor information associated with a verified Content Asset.

Section 1: Scope of Services and Platform Access

This Agreement consists of the general terms and conditions set forth herein (the "Terms and Conditions"), and any properly executed 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 time Client engages Proofmap to perform Services, a new Order Document shall be prepared specifying the scope of Services specific to that engagement. 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 and signed 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.

1.1 Revision Policies

Revision policies are specific to the Services outlined in the applicable Order Document and may vary per engagement in the sole discretion of Proofmap. This revision policy applies strictly to Content Assets and does not extend to the software features, codebase, or UI/UX of the Proofmap Platform, which are governed solely by Proofmap's product roadmap.

1.2 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 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.

Section 2: Compensation

2.1 Fees

The fees for Services and Platform access will be set forth in each applicable Order Document. Unless otherwise stated in the applicable Order Document, all invoices are due within thirty (30) days from the invoice date. Any undisputed amounts unpaid after thirty (30) days will accrue interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. In addition to finance charges, Proofmap reserves the right to recover collection costs, including reasonable attorney fees, and any other amount recoverable under the law.

2.2 Billing and Payment Methods

(a) Billing Components. Client's fees consist of two categories: (i) the Platform Fee, which covers platform access, related support, and the contracted Proofmap-Supported Source allocation as specified in the Order Document; and (ii) variable charges, which include additional user license fees and any other charges authorized under the Order Document. The Platform Fee and variable charges may operate on independent billing cycles as specified in the Order Document. The Platform Fee remains constant regardless of changes to variable components.

(b) Monthly Auto-Pay. Where the Order Document specifies monthly billing, Client authorizes Proofmap to automatically charge the payment method on file for the Platform Fee installment and any accrued variable charges on each billing date. Proofmap accepts credit card and ACH payments for monthly auto-pay billing.

(c) Upfront Annual or Quarterly Billing. Where the Order Document specifies upfront annual or quarterly billing for the Platform Fee, payment is due upon invoice in accordance with the payment terms stated in the Order Document. Variable charges continue to be billed monthly regardless of the Platform Fee billing interval, subject to the same payment terms as the Order Document.

(d) Failed Payments. If an automatic payment fails, Proofmap will notify Client and reattempt the charge in accordance with its payment processor's retry schedule. If payment remains unsuccessful for thirty (30) calendar days following the original billing date, Proofmap reserves the right to suspend access to the Proofmap Platform and Services until all outstanding amounts are resolved. Suspension does not relieve Client of its payment obligations under the applicable Order Document, including the full Platform Fee for the contracted Subscription Term.

(e) 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.

2.3 Taxes

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.

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 shall begin on the commencement date stated in that Order Document and continue in effect for the agreed Subscription Term stated in that Order Document, unless earlier terminated as herein permitted.

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 by Client. Client may terminate an Order Document for convenience upon thirty (30) days' written notice to Proofmap. In the event of termination for convenience: (i) if Client is on monthly auto-pay billing, Client shall pay the remaining Platform Fee balance for the contracted Subscription Term, which shall become due and payable upon the effective date of termination; (ii) if Client has paid the Platform Fee upfront, no refund of the Platform Fee shall be issued for the unused portion of the Subscription Term; and (iii) variable charges billed on a monthly basis, including user license fees, shall be due only through the end of the billing cycle in which the termination effective date falls.

(c) Effect of Termination. Upon termination of an Order Document for any reason: (i) Client's access to the Proofmap Platform shall be suspended as of the termination effective date; (ii) all outstanding fees through the termination effective date, including any confirmed variable charges, shall become immediately due and payable; and (iii) the data 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 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.

Upon termination of the Agreement, Client shall have thirty (30) days to export their Final Deliverables and Content Assets from the Proofmap Platform. For the avoidance of doubt, exportable data is limited to Client's Final Deliverables and Content Assets (such as video files, documents, and copy); it does not include the Knowledge Graph, Proofmap Agent configurations, AI-generated metadata, Verification Records, or any other Proofmap-owned intellectual property as defined in Section 11.1. Following the 30-day export window, Proofmap shall have no obligation to maintain or provide Client data and may, unless legally prohibited, delete all Client Content Assets in its systems or under its control.

3.4 Mid-Term Expansion

If Client wishes to increase the contracted Proofmap-Supported Source allocation during an active Subscription Term, the expansion constitutes a new twelve (12) month commitment from the effective date of the expansion. A new Order Document is required for any expansion. Unused contracted Proofmap-Supported Sources from the original Subscription Term carry forward into the new term. The original Order Document's remaining Subscription Term is replaced by the new commitment upon execution of the expansion Order Document. All obligations accrued under the original Order Document prior to the expansion, including any outstanding fees, shall survive.

3.5 Source Expiration

Unused contracted Proofmap-Supported Sources expire at the end of the applicable Subscription Term and do not carry forward to renewal. Source carry-forward applies only to mid-term expansions under Section 3.4. Each renewal constitutes a new engagement based on historical usage and projected needs.

3.6 Non-Renewal

Order Documents do not automatically renew. Continuation of Services beyond the Subscription Term of an Order Document requires the execution of a new Order Document. If no new Order Document is executed prior to the expiration of the Subscription Term, Services and platform access under that Order Document will terminate at the end of the Subscription Term, subject to the data export provisions of Section 3.3.

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 that includes access to the Proofmap Platform, Proofmap shall use commercially reasonable efforts to make the Proofmap Platform available 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 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 11.6. Any violation of Section 11.6 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

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.

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 Assets 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, including Platform Fees and user license fees. 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 the Proofmap Agent, 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.

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 of Client data 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 Client data or otherwise engage subcontractors to do the same, Proofmap's Data Processing Agreement ("DPA") shall govern the use and protection of such data to ensure compliance with applicable privacy laws, including the General Data Protection Regulation (GDPR) where applicable. The DPA, including its list of subprocessors, is incorporated by reference into this Agreement. A copy of the DPA is available upon request. Proofmap shall maintain an up-to-date list of subprocessors and shall notify Client of any material changes to such 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. Proofmap owns all copyrights and trademarks related to its identifiable brand verification ("Proofmap Verification Marks"). Specifically, Proofmap retains all right, title, and interest in and to:

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

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

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

(d) the Verification Record infrastructure;

(e) the Verified Seal and all Verification Marks; and

(f) the Knowledge Graph, including all structured data, thematic mappings, persona models, and relational indexes derived from Sources and maintained within the Proofmap Platform.

11.2 Client Ownership of Final Deliverables

Subject to full payment of all applicable fees, Client shall own all rights, title, and interest in and to the Final Deliverables produced by Proofmap and delivered to Client as specifically outlined in an Order Document. Ownership rights to Final Deliverables shall transfer to Client only upon Proofmap's receipt of full payment for said Deliverables. For the avoidance of doubt, Final Deliverables expressly exclude Proofmap Verification Marks, the Knowledge Graph, AI-generated metadata, and all Proofmap-owned intellectual property as defined in Section 11.1.

11.3 License to and Status of Proofmap Verification Marks

Proofmap grants Client a worldwide, perpetual, non-exclusive, non-transferable license to display the Verification Marks on the corresponding Final Deliverables for which they were issued. The Proofmap Verified™ designation and associated Verification Record are available only for Content Assets derived from Proofmap-Supported Sources that have completed the verification and approval process described in Section 13. Content Assets derived from Client-Initiated Sources are not eligible for the Proofmap Verified™ designation.

Client acknowledges that each Verification Mark corresponds to a public-facing Verification Record maintained by Proofmap. Proofmap maintains the right to modify the Verification Record in its sole discretion. This record will display a status, such as "Active" or "Inactive," which reflects the current validity of the underlying customer story. The status of this record is the sole and final indicator of a story's verification status. Client acknowledges that certain Personally Identifiable Information (PII) of interviewees (name, title, company) will be permanently linked to verified statements within this index to maintain the integrity of the proof.

A Verification Record's status is designated as "Active" for one (1) year following the date of final interviewee approval. The status will be changed to "Inactive" if the story's accuracy cannot be re-confirmed through Proofmap's annual validity check process. Proofmap is only obligated to conduct this annual validity check if the Client maintains an active and fully paid service agreement at the time of the record's anniversary.

11.4 AI and Data Usage

(a) Client-Specific Use. Proofmap utilizes Client's Sources as the contextual foundation for the Proofmap Agent within Client's account. The Proofmap Agent references Client's Source data—including approved quotes, themes, and extracted insights—to generate brand-aligned, grounded outputs in response to Client's prompts and workflows within the Proofmap Platform. For the avoidance of doubt, both Proofmap-Supported Sources and Client-Initiated Sources contribute to the Proofmap Agent's contextual foundation within Client's account; the Source classification distinction governs verification eligibility and billing, not the Agent's utilization of Source data. Client's Source 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.

11.5 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.

11.6 Platform Use Restrictions

Client's use of the Proofmap Platform, the Proofmap Agent, and all associated documentation, data, outputs, and materials is limited to the number and type of Authorized Users specified in 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, including the Proofmap Verification Marks;

(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, scores, verification data, or content from the Proof Directory;

(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.

11.7 Injunctive Relief

Client acknowledges and agrees that any breach or threatened breach of Sections 7 (Confidentiality), 11.1 (Proofmap Ownership), 11.3 (License to Proofmap Verification Marks), or 11.6 (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: User Licensing and Access

12.1 Authorized Users

Client may designate individuals as Authorized Users in accordance with the applicable Order Document. Each Authorized User must be assigned a unique login credential. 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 User Types

(a) Power Users. Power Users have full administrative and AI generation access to the Proofmap Platform, as described in Proofmap's then-current published documentation.

(b) Standard Users. Standard Users have content activation and search access to the Proofmap Platform, as described in Proofmap's then-current published documentation.

12.3 User License Fees

User license fees are set forth in the applicable Order Document. User licenses are billed on a monthly basis on the same billing cycle as the Platform Fee and may be added or removed by Client at any time without a contract amendment. Mid-cycle additions and removals are prorated automatically. Every engagement includes two (2) Power User licenses as part of the Platform Fee; additional user licenses are subject to the fees specified in the Order Document.

12.4 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: Verification and Approval Process

13.1 Applicability

The verification and approval process described in this Section applies to Proofmap-Supported Sources. Client-Initiated Sources may be processed through the Proofmap Platform's analysis pipeline but are not eligible for the Proofmap Verified™ designation or associated Verification Record.

13.2 Approval Procedure

As part of the Services, Proofmap facilitates a verification and approval workflow through which individuals who have participated in Source captures ("Contributors") review and approve specific statements, quotes, and identifying information for use in Content Assets. The approval procedure operates as follows:

(a) Proofmap delivers a secure, time-sensitive approval link to the Contributor via the contact information provided by Client or obtained during the Source capture;

(b) the Contributor reviews, and may edit or update, the statements, quotes, and identifying information presented in the secure approval portal;

(c) the Contributor provides affirmative consent by acknowledging the applicable terms of use and submitting their approval with their full name; and

(d) upon approval, Proofmap generates a record of the approval, including the approved content, the Contributor's identifying information, the timestamp, and the associated IP address, which serves as the evidentiary basis for the Verification Record.

13.3 Scope of Approval

Client acknowledges and agrees that the Contributor's approval applies solely to the specific quotes and statements reviewed and approved by the Contributor through the approval portal. When Content Assets are generated or assembled using the Proofmap Agent or other AI-assisted capabilities, the Contributor's approval authorizes the use of their approved quotes as grounded source material for AI-generated outputs. For the avoidance of doubt:

(a) the Contributor is approving their direct quotes and statements for reference by the Proofmap Agent and for inclusion in Content Assets;

(b) the Contributor is not approving the final text, narrative, or structure of any AI-generated Content Asset that incorporates or references their approved quotes; and

(c) only the direct, approved quotes attributed to a Contributor within any Content Asset are verified and attested to by that Contributor. All surrounding narrative, analysis, and contextual content is generated by the Proofmap Agent and has not been independently reviewed or approved by the Contributor.

13.4 Identity Verification

Proofmap shall use commercially reasonable efforts to verify the identity and professional affiliation of each Contributor, which may include cross-referencing information provided during the Source capture with publicly available professional profiles and information provided by Client. Proofmap does not guarantee the accuracy, completeness, or truthfulness of any information provided by a Contributor, and Client acknowledges that Proofmap's verification is limited to the information reasonably available to it at the time of the approval.

13.5 Disclaimer of Liability for Verification Process

Proofmap shall not be liable for any claims, damages, or losses arising from:

(a) any inaccuracy, misrepresentation, or omission in the information provided by a Contributor during the approval process;

(b) unauthorized access to or misuse of an approval link by any person other than the intended Contributor, provided that Proofmap delivered the link to the contact information provided by Client or obtained during the Source capture;

(c) Client's publication, distribution, or use of Content Assets in a manner inconsistent with the scope of the Contributor's approval as described in Section 13.3; or

(d) any claim by a Contributor or third party arising from the use of approved quotes within AI-generated Content Assets, provided that Proofmap has accurately reproduced the approved quotes and has not fabricated or materially altered any statement attributed to the Contributor.

Client shall indemnify and hold harmless Proofmap from any claims arising from Client's use of Content Assets in excess of or inconsistent with the scope of the Contributor's approval.

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 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.