Terms of Service Agreement

Effective Date: July 1, 2025

This Privacy Policy and Software as a Service Agreement (collectively, the "Agreement") is entered into by and between Allsource Data Corporation, a Delaware corporation with its principal place of business at 2701 W Busch Blvd #371, Tampa, FL 33618 ("Allsource," "we," "us," or "our"), and the individual or entity registering for or using the Allsource customer intelligence data platform (the "Platform") ("Customer," "you," or "your"). By registering an account, accessing, or using the Platform, you irrevocably agree to be bound by all terms and conditions herein. This Agreement governs your use of the Platform and the collection, processing, and protection of data submitted to or generated by the Platform, which enables lookalike modeling to optimize customer conversions and recover failed leads. Failure to comply with any provision herein constitutes a material breach.

1. DEFINITIONS

1.1 Agreement: This Software as a Service Agreement, the Order Form, any Statement of Work, and Exhibit A.

1.2 Allsource Materials: The Platform, Documentation, any third-party data made available by Allsource, and any Allsource software or technology utilized, created, or reduced to practice in the provision of the Services.

1.3 Applicable Data Protection Law: All data protection laws, rules, and regulations, each as amended from time to time, applicable to a party's processing of Personal Data, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other state or international privacy laws.

1.4 Confidential Information: Any data, information, or materials (whether in oral, written, electronic, or any other form) of a party (the "Disclosing Party") provided to or learned by the other party (the "Receiving Party") in connection with this Agreement. Confidential Information includes data, information, and materials relating to a party's business, finances, products, services, patients, customers, personnel, business processes, infrastructure, software and hardware, networks, systems, information that is marked as "confidential" or "proprietary" at the time of disclosure, information that, due to its nature or under the circumstances of its disclosure, the Receiving Party knew or had reason to know should be treated as confidential or proprietary, and any materials which the Disclosing Party obtained from a third party subject to an obligation of confidentiality. For the avoidance of doubt, the Allsource Materials are the Confidential Information of Allsource and Customer Data is the Confidential Information of Customer.

1.5 Customer Data: Any query, text, data, and other information provided by Customer to Allsource (whether through automated methods via the Customer Systems or input directly into the Platform by Users) for use with and display through the Platform, including but not limited to Customer Transactions (e.g., first name, last name, email, transaction amount, timestamp) and Failed Leads (e.g., first name, last name, phone, email, failed lead date).

1.6 Customer Systems: Websites, networks, systems, software, and databases made available by Customer to Allsource for integration with the Platform.

1.7 Documentation: Any user manuals and any other instructional, technical, or training materials that Allsource provides to Customer in printed form or via an Allsource website in connection with the Platform, as may be updated by Allsource from time to time.

1.8 Effective Date: The date the Services commence as provided by the Order Form or, absent an Order Form, the date of your first access to the Platform.

1.9 Force Majeure Event: Events or causes beyond a party's reasonable control, including but not limited to any electrical, internet, or telecommunication outage not caused by the obligated party, such as any failure or delay caused by a third-party hosting provider; Internet service provider failure or delay; denial of service attacks; labor disputes, strikes, or lockouts; acts of war or terror; riots; acts of God; and governmental actions.

1.10 Identity Graph: Allsource's database of information about Clients, including contact information, internet activity information, income levels, family information, and other data as described in Section 6.

1.11 Intellectual Property Rights: Patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets, and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.

1.12 Implementation Services: Services to assist Customer in integrating the Platform with Customer Systems, as described in Section 2.2.

1.13 Network: The data centers, cloud systems, and network which host the Platform.

1.14 Order Form: A document referencing this Agreement that describes the scope of the Services to be provided to Customer.

1.15 Personal Data: "Personal data," "personal information," and similar terms as defined by Applicable Data Protection Law.

1.16 Professional Support Services: Additional services as provided in Section 2.3.

1.17 Services: Collectively, (a) Customer's access to and use of the Platform; and (b) Allsource's provision of all related Implementation Services, Support Services, and/or Professional Support Services.

1.18 Subscription Fees: Fees payable for Customer's access to and use of the Platform as set forth on an Order Form.

1.19 Statement of Work: Additional services beyond Professional Support Services described in the Order Form.

1.20 Term, Initial Term, and Renewal Term: As defined in Section 12.1.

1.21 User: An individual authorized by Customer with log-in rights to access and use the Platform in accordance with this Agreement.

2. SCOPE OF SERVICES

2.1 Allsource Platform: Subject to the terms and conditions of the Agreement, Allsource grants to Customer a limited, nonexclusive, revocable right to permit and enable Customer (including Users) to access and use the Platform during the Term solely in accordance with the terms and conditions of this Agreement and to use the Documentation in connection with Customer's exercise of such right. Allsource will use commercially reasonable efforts to provide the Platform in material conformance with the terms and conditions of this Agreement and to provide Support Services for the Platform as set forth in Exhibit A.

2.2 Implementation Services: Allsource will provide services to assist Customer in the implementation of the Platform, including the integration of the Platform with the Customer Systems (the "Implementation Services"). The Implementation Services will be described in a Statement of Work agreed to in writing by both parties. Customer will provide Allsource with any needed unstructured (e.g., health policies) and structured data, application interfaces, documentation, and all other assistance and support necessary to enable Allsource to successfully perform the Implementation Services, including providing Allsource with access to any applicable Customer Systems required to enable integration with the Platform.

2.3 Professional Support Services: Allsource will provide additional services (the "Professional Support Services") as described and pursuant to the hourly fee set forth in the Order Form. Any additional services beyond the Professional Support Services shall be calculated based on Allsource's customary fees and as provided in a Statement of Work.

3. ALLSOURCE RESPONSIBILITIES

3.1 Allsource Personnel; Network: Allsource is responsible for the performance of its employees and contractors and their compliance with Allsource's obligations under this Agreement. Allsource may use non-employee contractors or agents for the purpose of providing Services hereunder. Customer acknowledges that the Platform (including Customer Data) is hosted and processed on a Network operated by a third-party services provider. The Platform (including Customer Data) will be hosted and operated in the United States of America.

3.2 Security: Allsource has established, and will maintain during the Term, commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data commensurate with industry standards for the respective Services provided hereunder.

4. CUSTOMER RESPONSIBILITIES

4.1 Cooperation: Customer's cooperation is required in order for Allsource to efficiently and effectively perform the Services. Customer agrees to comply with all of Allsource's reasonable requests made in connection with the provision of Services to Customer. Allsource will have no liability for any delays, deficiencies, or failures that occur in the performance of Services as a result of (a) delays due to unanticipated Customer requests, complications with Customer Systems or the Customer Data, (b) Customer's failure to respond in a timely manner to Allsource requests (including the cooperation of third parties under Customer's control), or (c) Customer's material breach of this Agreement.

4.2 Responsibility for Customer Data: Customer is responsible for: (a) ensuring that Customer's provision or disclosure of the Customer Data as contemplated under the Agreement complies with all applicable laws (including Applicable Data Protection Law), rules, regulations, contracts, policies, and permissions, (b) any errors, omissions, or inaccuracies with respect to the Customer Data, and (c) maintaining appropriate security, protection, and backup of the Customer Data that resides on the Customer System. Customer authorizes Allsource to access, store, and display the Customer Data contained in any Customer System that is integrated with the Platform in connection with Allsource's provision of the Services under this Agreement.

4.3 Third Party Products and Services: Customer is responsible for obtaining and maintaining, at its sole cost and expense, any hardware, equipment, third-party software, and all Internet browsers and connections required to access or use the Platform. Any such hardware, equipment, or other third-party products and services required to operate and support the Platform will be specified in the Documentation.

4.4 Responsibility for Other Parties: Customer will be liable for any action that it permits, assists, or facilitates any of its affiliates, officers, directors, employees, contractors, representatives, agents, Users, or other entity or organization (other than Allsource, its contractors, personnel, or other person or entity acting on its behalf) (each, a "Customer Party") to take related to this Agreement, the Customer Data, or the use of the Platform. Customer will ensure that all Customer Parties comply with Customer's obligations under this Agreement and that the Customer Parties only use the Platform in compliance with all applicable laws, rules, and regulations (including consumer and data privacy laws).

4.5 Passwords: Customer is responsible for protecting and safeguarding any passwords, user IDs, or other credentials and login information (collectively, "Passwords") that have been provided to Customer or that are generated in connection with Customer's use of the Platform. Customer will not disclose or make available Passwords other than to Users and will use best efforts to prevent unauthorized access to, or use of, the Passwords or the Platform. Customer is fully responsible for all activities that occur in connection with the Passwords. Customer will immediately notify Allsource in writing of any unauthorized use of the Platform that comes to Customer's attention.

4.6 Restrictions: Customer will not, and will ensure that its Users will not: (a) alter, or permit the alteration of, the Allsource Materials or any component thereof, (b) copy, or permit the copying of, the Allsource Materials or any component thereof, (c) take any action that would foreseeably jeopardize Allsource's or its licensors' proprietary rights in the Allsource Materials, (d) seek to acquire any ownership interest in or to the Allsource Materials or any component thereof, (e) attempt to derive source or object code from the Allsource Materials or any component thereof, (f) publicly perform or demonstrate any Allsource Materials or Services, (g) use any Allsource Materials or Services for any purpose (including, without limitation, the development of any product or service as a replacement of, in competition with, or otherwise for use in lieu of the Platform or any Services) other than the purpose for which they are provided by Allsource, or (h) license, sell, transfer, lease, or disclose the Allsource Materials.

4.7 Acceptable Use: Customer may not use the Platform, and will ensure that the Users do not use the Platform to: (a) infringe on, violate, dilute, or misappropriate the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (c) store or post obscene, pornographic, or indecent content or data; (d) introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code; (e) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Platform; or (f) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Platform by any other party. Customer may access the Platform only through interfaces and protocols provided or authorized by Allsource.

5. OWNERSHIP RIGHTS

5.1 Allsource Materials: As between the Parties, Allsource owns and retains all right, title, and interest in and to the Platform, the Documentation, any third-party data made available by Allsource, and any Allsource software or technology utilized, created, or reduced to practice in the provision of the Services (the "Allsource Materials") and all related Intellectual Property Rights. Customer acknowledges that (a) no right or interest in the Allsource Materials is conveyed other than the limited licenses granted herein, (b) the Allsource Materials are protected by copyright and other intellectual property laws, and (c) the Allsource Materials embody valuable confidential and secret information of Allsource or its licensors, the development of which required the expenditure of considerable time and money. Customer will not take or encourage any action during or after the Term that will in any way impair the rights of Allsource in and to the Allsource Materials, any proprietary software or technology of Allsource, or any Intellectual Property Rights in and to any of the foregoing. Customer may not remove or obscure any copyright, trademark, and/or proprietary rights notices from the Services.

5.2 Use of Customer Data: Customer owns and retains all right, title, and interest in and to the Customer Data and all related Intellectual Property Rights. Customer consents to Allsource's use of and access to the Customer Data as needed to provide the Services to Customer and otherwise in accordance with the terms and conditions of this Agreement. Notwithstanding anything in this Agreement to the contrary, Allsource may use Customer Data on an aggregated, de-identified basis to perform analytic sampling and improve Allsource's provision of the Services, subject in all respects to Allsource's compliance with applicable law.

5.3 Feedback: Customer may, but is not obligated to, provide recommendations, suggestions, comments, and other feedback regarding the Allsource Materials or the Services. In such event, Allsource may use, reproduce, disclose, create derivative works based upon, distribute, and otherwise exploit such feedback in connection with development, enhancement, improvement, distribution, and other exploitation of any Allsource Materials, Services, or other products or services. Such feedback is provided by Customer "AS IS" and without any warranty of any kind. For the avoidance of doubt, feedback will not constitute Customer Data or Customer Confidential Information. Customer will not use, publish, or otherwise make available to any third party any feedback for the development of any product or service as a replacement of, in competition with, or otherwise for use in lieu of the Platform or any Services.

6. PRIVACY

6.1 Identity Graph: Allsource maintains a database of information (the "Identity Graph") that includes information about its customers' customers, potential customers, and other individuals (collectively, "Clients"). The Identity Graph includes information about Clients' contact information, internet activity information, income levels, family information, and more as described in Allsource's Privacy Policy available at [insert URL] ("Identity Graph Data"). Customer acknowledges that Allsource may use Customer Data, including any Personal Data contained in the Customer Data ("Customer Personal Data"), to supplement the Identity Graph where consistent with your settings in the Platform, at which point such Customer Data becomes Identity Graph Data. Customer also acknowledges that Allsource makes certain of the Identity Graph Data available to its customers in connection with offering its Services. The Identity Graph Information, however, will not identify Customer (or any other Allsource customer) as the source of the Identity Graph Data.

6.2 Roles and Compliance: Each Party: (a) will act as a separate and independent controller of any Personal Data received from the other Party; (b) will process such Personal Data (i) only for the purposes described in Exhibit A and (ii) in compliance with, and provide the same level of privacy protection required by, Applicable Data Protection Law; (c) may take reasonable and appropriate steps to (i) ensure that the other Party processes Personal Data in compliance with Applicable Data Protection Law and this Agreement and (ii) stop and remediate any unauthorized processing of Personal Data; and (d) will notify the other Party if it can no longer meet its obligations under Applicable Data Protection Law and this Section 6.

6.3 Data Security: Each Party will implement and maintain reasonable security procedures and practices designed to protect against unauthorized or illegal access to or use, disclosure, or modification of Personal Data (a "Security Incident").

6.4 Transfers: To the extent this Agreement involves the transfer of Personal Data across international borders to countries not deemed to provide adequate data protection under Applicable Data Protection Law, the Parties will conduct such transfers pursuant to Module One of the standard contractual clauses available at [insert URL] and, in addition and where applicable, the UK's International Data Transfer Addendum, available at [insert URL] (collectively, the "SCCs"). The Parties will be deemed to have executed the SCCs as of the Effective Date. For transfers of Customer Personal Data, Customer will be the "data exporter" and Allsource will be the "data importer." For transfers of Identity Graph Data, Allsource will be the "data exporter" and Customer will be the "data importer." To implement the SCCs, the parties retain Clause 7, omit the optional language in Clause 11(a); and Clause 17 and Clause 18 shall reference (1) Ireland (for Personal Data originating in the European Economic Area), (2) the United Kingdom (for Personal Data originating in the United Kingdom), and (3) Switzerland (for Personal Data originating in Switzerland). References to "Member State" in the SCCs will be interpreted as needed to permit the SCCs to effectuate lawful transfers of Personal Data and will not prejudice the fundamental rights or freedoms of individuals.

6.5 U.S. Data Export Restrictions: In this section, "Covered Person," "Foreign Person," "Prohibited Transaction," and "Restricted Transaction" have the meaning given those terms under Executive Order 14117 and rules issued thereunder, including 28 C.F.R. Part 202, and "Foreign Adversary" means both "foreign adversary country" and an entity that is "controlled by a foreign adversary" as those terms are defined under 15 U.S.C. § 9901. Each Party represents and warrants that it: (1) is not and will not be a Covered Person, Foreign Person, or Foreign Adversary and (2) will not disclose Personal Data to a Covered Person or a Foreign Person. Each Party (the "Notifying Party") will notify the other (the "Notified Party") if the Notifying Party becomes a Covered Person, Foreign Person, or Foreign Adversary, in which case the Notified Party may terminate the Agreement upon notice to the Notifying Party if the Notified Party determines that the Notifying Party's processing of Personal Data pursuant to this Agreement involves a Prohibited Transaction or a Restricted Transaction, or otherwise violates Applicable Data Protection Law.

7. PAYMENT TERMS

7.1 Fees: Customer will pay Allsource the Subscription Fees as set forth in the applicable Order Form or Statement of Work. All fees are due upfront on a monthly, quarterly, or yearly basis, payable via credit card or ACH, as specified in the Order Form. No net 30 payment terms are offered. Failure to pay fees when due constitutes a material breach of this Agreement.

7.2 Increase in Subscription Fee: Allsource may, from time to time, increase the Subscription Fees with written notice to Customer at least thirty days prior to a Renewal Term. Such increase shall go into effect after notice is provided, and on the first day of the applicable Renewal Term.

7.3 Taxes: Customer is responsible for the payment of all taxes that may now or in the future be associated with this Agreement or Customer's use of any of the Services (other than taxes based on Allsource's net income). If Allsource is required to pay any such tax directly, Customer will, upon receipt of Allsource's notice, promptly reimburse Allsource for any such amount.

8. WARRANTIES AND REMEDIES

8.1 Representations: Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so. Each party represents and warrants that it will comply with applicable law (including regulations, judicial decisions, and other government actions) with regard to its performance under this Agreement.

8.2 Limited Warranty: Allsource represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner, and (b) the Platform will perform in material accordance with the Documentation.

8.3 Disclaimer of Warranty: EXCEPT AS SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES WITH RESPECT TO THE SERVICES, AND ALL COMPONENTS THEREOF, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS MADE BY ALLSOURCE, ITS REPRESENTATIVES, THIRD PARTIES, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ALLSOURCE DOES NOT WARRANT THAT THE SERVICES PROVIDED VIA THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.

8.4 Exclusive Remedy: If Allsource breaches any warranty provided in Section 8.2, as Allsource's sole liability and Customer's exclusive remedy, Allsource will correct or re-perform any defective Service or, if not practicable, Allsource will terminate the affected Services and provide Customer with, respectively, a pro rata refund of any prepaid, but unused fees, paid by Customer for such Services.

9. LIMITATION OF LIABILITY

9.1 Consequential Damages; Liability Limits: NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON OR ARISING UNDER THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL), REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT. FURTHER, THE AGGREGATE LIABILITY THAT ALLSOURCE CAN INCUR FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO ALLSOURCE DURING THE 12 MONTHS PRIOR TO SUCH CLAIM. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. HOWEVER, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL NOT APPLY TO ANY LIABILITY FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR ANY INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S TECHNOLOGY, DATA, INTELLECTUAL PROPERTY, OR INTELLECTUAL PROPERTY RIGHTS OR TO LIMIT A PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT.

9.2 Loss of Customer Data: Customer is solely responsible for maintaining any archival or back-up of any Customer Data that Customer may require. Although Allsource will use commercially reasonable efforts to protect against any unauthorized deletion, destruction, damage, or loss of Customer Data in Allsource's possession or control, Allsource will not be responsible or liable for the deletion, correction, destruction, damage, loss of, or failure to store, any Customer Data or any other data, whether or not resulting from Customer's use of the Platform.

10. INDEMNIFICATION

10.1 Allsource Indemnity: Allsource will indemnify, defend, and hold harmless Customer, including its officers, directors, employees, and agents, against any losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and court costs) incurred by Customer resulting from any third-party claim (1) that the Platform misappropriates or otherwise violates any of such third party's U.S. Intellectual Property Rights ("Infringement Claim") or (2) related to Allsource's breach of Section 6. If an Infringement Claim occurs, Allsource will, at its sole option and expense, either (a) procure for Customer the right to continue using the allegedly infringing component of the Platform, or (b) replace or modify such allegedly infringing component so that it becomes non-infringing, so long as functionality of the Platform will not be materially adversely affected. If neither alternative is reasonably available, Allsource may terminate the Agreement and Allsource will provide Customer with a pro rata refund based upon the unused portion of any prepaid Subscription Fees for such allegedly infringing component on an equitable basis. Notwithstanding the foregoing, Allsource will not indemnify Customer or be liable for any Infringement Claim based on: (i) Customer's failure to use any updates, modifications, corrections, or restorations to the Platform made available by Allsource, (ii) Customer's breach of this Agreement, (iii) Customer's use of the Platform in combination with any software not owned, supported, developed, or approved by Allsource, (iv) any direction, specification, information, or material provided by Customer or a Customer Party, including but not limited to the Customer Data, or (v) Customer's settlement of an Infringement Claim without the prior written consent of Allsource. The indemnity provided in this Section 10.1 and the foregoing remedies constitute Allsource's sole liability and Customer's exclusive remedy if of an Infringement Claim.

10.2 Customer Indemnity: Customer will indemnify, defend, and hold harmless Allsource, including its officers, directors, employees, and agents, against any losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and court costs) incurred by Allsource resulting from any third-party claims related to (1) Customer's breach of Section 6 or (2) any Customer Data, including any claim that any Customer Data infringes, misappropriates, or otherwise violates any of such third party's Intellectual Property Rights or other proprietary rights.

11. CONFIDENTIALITY

11.1 Definitions: "Confidential Information" means any data, information, or materials (whether in oral, written, electronic, or any other form) of a party (the "Disclosing Party") which is provided to or learned by the other party (the "Receiving Party") in connection with this Agreement. Confidential Information includes data, information, and materials relating to a party's business, finances, products, services, patients, customers, personnel, business processes, infrastructure, software and hardware, networks, systems, information that is marked as "confidential" or "proprietary" at the time of disclosure, information that, due to its nature or under the circumstances of its disclosure, the Receiving Party knew or had reason to know should be treated as confidential or proprietary, and any materials which the Disclosing Party obtained from a third party subject to an obligation of confidentiality. For the avoidance of doubt, the Allsource Materials are the Confidential Information of Allsource and Customer Data is the Confidential Information of Customer.

11.2 Exclusions: Confidential Information does not include information or data that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party or any of its Representatives (as defined below); (b) is rightfully known by the receiving party or its Representatives at the time of disclosure without an obligation of confidentiality, as evidenced by the receiving party's contemporaneous written records; (c) is independently developed or acquired by the receiving party or its Representatives without use of the disclosing party's Confidential Information; (d) is rightfully received by the receiving party or its Representatives from a third party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party.

11.3 Confidentiality Obligations: The Receiving Party will at all times hold the Confidential Information of the Disclosing Party in strict confidence. Without limiting the generality of the foregoing, the Receiving Party will take reasonable measures, consistent with the measures it uses to maintain the confidentiality of its own information of similar importance (and in no event using less than a reasonable standard of care) to protect against unauthorized disclosure or use of the Confidential Information of the Disclosing Party. The Receiving Party will limit disclosure of Confidential Information of the Disclosing Party only to those of its personnel, agents, and authorized representatives who (a) need to know such Confidential Information for the purpose of this Agreement, (b) have been advised of the Receiving Party's obligations under this Agreement, and (c) are under nondisclosure obligations at least as protective of the Confidential Information as those set forth herein. The Receiving Party will be responsible for any breach of this Agreement committed by its personnel, agents, or authorized representatives as if such breach were committed by the Receiving Party. The Receiving Party will copy and use the Confidential Information of the Disclosing Party solely to the extent reasonably necessary to exercise its rights and/or fulfill its obligations under this Agreement.

11.4 Compelled Disclosure: Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to applicable law, regulation, subpoena, or order of a court or administrative or regulatory entity, provided, however, that, if legally permitted, the Receiving Party will promptly give notice of such compelled disclosure to the Disclosing Party to allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment of such Confidential Information.

11.5 Equitable Relief: If there is a breach or threatened breach of this Section 11 by the Receiving Party, the Disclosing Party may suffer irreparable harm and have no adequate remedy at law, and accordingly the Disclosing Party will be entitled to seek injunctive and other equitable remedies against such breach in addition to all other remedies the Disclosing Party may have at law or equity.

12. TERM, TERMINATION, AND SUSPENSION

12.1 Term: The term of this Agreement will commence on the Effective Date and continue in effect as set forth on the Order Form (the "Initial Term"). Except as otherwise specified in the Order Form, the Agreement will automatically renew for additional one-year periods (each a "Renewal Term," and collectively with the Initial Term, the "Term"), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Initial Term or Renewal Term.

12.2 Termination for Breach: Either Party may terminate this Agreement, upon notice to the other Party if the other Party materially breaches this Agreement, and such breach remains uncured for 30 days after receipt of such written notice specifying the breach.

12.3 Suspension, Limitation, or Termination: Allsource may suspend, terminate, or limit access to the Platform at any time if (a) Allsource determines that the Platform is being used by Customer in violation of any applicable law, rule, or regulation, (b) Allsource determines that the Platform is being used by Customer in an unauthorized or fraudulent manner or that Customer has submitted fraudulent or inaccurate information to Allsource, (c) Allsource determines that Customer's use of the Platform adversely affects Allsource's equipment or service to others, (d) Allsource is prohibited by an order of a court or other governmental agency from providing the Services, or (e) a security incident or other disaster that impacts the Services or the security of Customer Data. Allsource will have no liability for any damages, liabilities, or losses as a result of any suspension, limitation, or termination of Customer's use of the Services in accordance with this Section 12.3.

12.4 Effect of Termination: Upon termination or expiration of this Agreement, all licenses and other rights of use granted to Customer under this Agreement will immediately cease, and all fees owed and due shall be paid to Allsource within five (5) days of the termination date. Each party will promptly return to the other Party or destroy all of such Party's Confidential Information then in its possession and Allsource will confirm the destruction of the Customer Data. If the return or destruction of the other Party's Confidential Information is not feasible, the Confidentiality requirements in Section 11 shall survive this Agreement and shall apply to such information for the duration the Confidential Information is maintained.

13. MISCELLANEOUS

13.1 Entire Agreement; Conflicts: This Agreement (including any Order Form or Statement of Work) constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, proposals, and agreements. If a conflict occurs between this Agreement and any Statement of Work or Order Form, this Agreement will control unless (a) a Statement of Work or Order Form expressly identifies a specific provision of this Agreement that is to be modified and the manner in which it is to be modified or (b) otherwise required by applicable law. The headings of the Sections of this Agreement are for reference only and will not be deemed to limit, define, or restrict the meaning or substance thereof. Any preprinted terms appearing in any Customer purchase order or similar document that differ from, are inconsistent with, or are in addition to the terms of this Agreement, will be void.

13.2 Assignment: Neither party may assign this Agreement, in whole or in part, without the other party's prior written consent, except that Allsource may assign this Agreement, in whole or in part, (a) in connection with an internal reorganization or a sale of all or substantially all of Allsource's business with which this Agreement is associated (whether by acquisition, merger, reorganization, consolidation, or similar transaction) without the Customer's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void.

13.3 Relationship of the Parties: The relationship between the Customer and Allsource is that of independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties or any of their affiliates.

13.4 No Third-Party Beneficiaries: This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce this Agreement.

13.5 Publicity: The Customer grants Allsource the right to use the Customer's company name and logo for marketing and promotional purposes, including on our website and in other public or private communications with our existing or potential customers, although Customer has the right to decline this usage by sending Allsource a notice stating that it does not wish to have their use of the Services publicized.

13.6 Survival: All provisions that require continued performance, compliance, or effect beyond the termination of this Agreement shall survive such termination, including but not limited to Section 6 (Privacy), Section 7 (Payment Terms), Section 10 (Indemnification), Section 11 (Confidentiality), and Section 12.4 (Effect of Termination).

13.7 Notice: All notices required under this Agreement will be in writing and will be given by personal delivery, overnight courier service, electronic mail, or U.S. mail, certified or registered, postage prepaid, return receipt requested, to the parties at their respective addresses set forth below, or to either party at any other address as notice of which is given in accordance with the terms of this Section 13.7. All notices will be deemed effective upon personal delivery, upon confirmed receipt if delivered by electronic mail, or 1 business day following deposit for overnight delivery with any national courier service, or 5 days following deposit in the U.S. mail, first class delivery, postage prepaid.

For Allsource: Allsource Data Corporation, 2701 W Busch Blvd #371, Tampa, FL 33618, support@allsourcedata.com.

For Customer: At the Customer's address or email as provided in the Order Form.

13.8 Force Majeure: Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to a Force Majeure Event.

13.9 Severability; Waiver; Amendment; Counterparts: If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. No waiver of or amendment to any provision of this Agreement, or any rights or obligations of either party under this Agreement, will be effective except pursuant to a written instrument signed by both parties. All amendments or modifications of this Agreement are binding upon the parties so long as such amendments or modifications are in writing and executed by the parties. This Agreement may be executed in two or more counterparts, each of which will be an original, but all of which when taken together will constitute one and the same agreement.