Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S USE OF THE INSIDER ONE SERVICES. BY USING THE INSIDER ONE SERVICES, CUSTOMER AGREES TO COMPLY WITH THESE TERMS OF USE.

Last Updated: October 2026

1. DEFINITIONS

“Affiliate(s)” shall mean, with respect to a party, any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with such party or its corporate parent, where “control” (or variants of it) shall mean the direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregated Data” shall mean data derived from Customer Data or from the use of the Insider One Services that has been aggregated and/or de-identified so that it does not identify, and cannot reasonably be used to identify, Customer, any User or any End User.

“Agreement” shall mean this Master Subscription Agreement.

“Applicable Marketing Laws” shall mean all laws, regulations, regulatory guidance and binding industry codes governing electronic marketing and commercial communications that apply to Customer, the Messages or the End Users, including laws governing unsolicited commercial communications, consent requirements and consent registries for commercial electronic messages, telephone, SMS and instant-messaging marketing, and advertising and consumer protection.

“Insider One Services” shall mean the specific proprietary and generally available software-as-a-service product of Insider One, specified in Customer’s Order Form.

“Insider One Code” shall mean the code developed and made available by Insider One for use in connection with the Insider One Services.

“Channel Provider” shall mean any telecommunications carrier or operator, messaging aggregator, messaging or social media platform, app store, browser or operating-system provider, or other third party through whose network, platform or policies Messages are delivered or Customer Applications are distributed, including providers of SMS, MMS, RCS, WhatsApp, email and push notification channels.

“Consent Records” shall mean records evidencing the consent, opt-in, subscription, preference and opt-out status of End Users, including the date, time, source, wording and scope of any consent given or withdrawn.

“Customer Account” shall mean the account by which the Customer’s Users access and use the Insider One Services.

“Customer Application” shall mean Customer’s mobile applications or websites in which Insider One Services is used, as made available to its End Users.

“Customer Data” shall mean all electronic data or information submitted by or on behalf of Customer to, or collected from the Customer Application by the Insider One Services.

“Effective Date” shall mean the date on which the first Order Form referencing this Agreement is executed by both parties or, if earlier, the date on which Customer first accesses or uses the Insider One Services.

“End User(s)” shall mean any natural person who is the end user of a Customer Application.

“Malicious Code” shall mean viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Message” shall mean any communication with End Users made by or on behalf of Customer directly or indirectly through the Insider One Services.

“Order Form(s)” shall mean the ordering document for Customer’s (or Customer Affiliate’s) purchases of services from Insider One or its Affiliate that are executed hereunder from time to time, including any schedules or addenda thereto.

“Restricted Information” shall mean: (i) social security numbers, passport numbers, military numbers, voter numbers, driver’s license numbers, taxpayer numbers, or other government identification numbers; (ii) Protected health information, or similar information under other comparable laws or regulations; or (iii) credit or debit card numbers, or any related security codes or passwords, bank account numbers, or information with a similar nature.

“Subscription Term” shall mean the subscription period set forth on an applicable Order Form.

“Third-Party Providers” shall mean a third-party provider, chosen by Customer whose service or functionality interoperates with the Insider One Services, at Customer’s sole discretion, in connection with Customer’s use of the Insider One Services.

“User(s)” shall mean an individual who is authorized by the Customer to use the Insider One Services through the use of the Customer Account. Users may include, for example, employees of Customer or its Affiliates, consultants, contractors and agents of Customer, and third parties with whom Customer transacts business.

2. INSIDER ONE SERVICES

2.1 Provision of Insider One Services. Insider One shall make the Insider One Services available to the Customer pursuant to this Agreement and all Order Forms during a Subscription Term. Customer’s purchase of the Insider One Services is not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by Insider One regarding future functionality or features.

2.2 Customer Affiliates. Customer Affiliates may use the Insider One Services purchased by Customer without signing an Order Form, if Customer sets up employees of such Affiliate as Users. Customer Affiliates may also purchase and use subscriptions to the Insider One Services subject to the terms of this Agreement by executing Order Forms hereunder, in which case this Agreement shall apply to such Customer Affiliates, and such Affiliates shall be deemed the “Customer” as contemplated herein.

2.3 Insider One Responsibilities. Insider One shall: (a) provide the Insider One Services in accordance with applicable laws and governmental regulations when used according to this Agreement (b) use commercially reasonable efforts to make the Insider One Services available 24 hours a day, seven days a week, except for: (i) planned downtime or (ii) any unavailability caused by circumstances beyond Insider One’s reasonable control, including without limitation, acts of nature, acts of government, fire, civil unrest, acts of terror, earthquakes, pandemic, epidemic, strikes or other labor problems (other than those involving Insider One employees), internet service provider, Third-Party Providers, hosting providers, failures or delays involving hardware, software or power systems not within Insider One’s possession or reasonable control, and denial of service attacks; (c) provide support for the Insider One Services in accordance with the Order Form.

2.4 Customer Responsibilities. Customer is responsible for all actions taken by Customer or its Users in Customer’s Account(s) and for Users’ compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy and legality of all Customer Data; (b) ensure that any User IDs, passwords, and other access credentials for the Customer Account are kept strictly confidential and not shared with any unauthorized person; (c) promptly notify Insider One of any breach of security or unauthorized use of its Account; (d) use commercially reasonable attempts to comply with requests made by Insider One to update various features or functionalities within the Insider One Services to optimize performance of the Insider One Services to customers generally; (e) use the Insider One Services and the Insider One Code in compliance with this Agreement, applicable Order Form(s), and all applicable laws and governmental regulations; (f) provide notice and obtain any legally required consent for the use of tracking technologies used by the Insider One Services in creating End User profiles; (g) be solely responsible for the implementation and integration of the Insider One Code, software development kits, APIs and other integration components into the Customer Applications, for providing accurate and complete data feeds to the Insider One Services, and for any changes to the Customer Applications required to use the Insider One Services, it being understood that Insider One’s onboarding and integration assistance is limited to what is expressly set out in the applicable Order Form; and (h) with respect to any Customer Data that Customer obtains from third parties (including its Affiliates, business partners, resellers, data providers or other sources), ensure that such data was collected lawfully, that all consents, notices and other legal bases required under applicable law (including Applicable Marketing Laws, communication laws, AI laws, and data protection laws) have been obtained and documented, and that Customer has the right to submit such data to the Insider One Services and to use it for Messages, it being understood that Customer shall not submit to the Insider One Services any purchased, rented, appended, scraped or otherwise third-party sourced contact lists for which such consents cannot be evidenced Insider One may, in its reasonable discretion, refuse to distribute Messages where the content of the Message, or the delivery of such Message to the recipient is, in Insider One’s reasonable opinion, unlawful in breach of this Agreement or contrary to the requirements of any Channel Provider or the delivery of such Message may be blocked by the relevant Channel Provider. . Notwithstanding the foregoing, Insider One has no obligation to review Message content or recipient addresses.

2.5 Use Guidelines. Customer shall use the Insider One Services solely for its and its Affiliates’ business purposes as contemplated by this Agreement and shall not: (a) license, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Insider One Services available to any third party; (b) send via or store within the Insider One Services unlawful, offensive or tortious material; (c) use the Insider One Services to imitate or impersonate another person; (d) create false accounts for the purposes of sending unsolicited Messages (spam); (e) send Messages to individuals who have asked not to receive future messages from Customer (opted out) unless required or permitted to do so by applicable law; (f) send via, upload to, or store within the Insider One Services any Malicious Code; (g) interfere with or disrupt the integrity or performance of the Insider One Services or the data contained therein; (h) attempt to gain unauthorized access to the Insider One Services or its related systems or networks; (i) use the Insider One Services to establish an individual’s eligibility for credit, employment or insurance, (j) submit to the Insider One Services or use the Insider One Services to collect, store or process Restricted Information; (k) use the Insider One Services in connection with any of the following: (i) illegal goods, services or activities; (ii) sexually explicit or adult content, products or services; (iii) illegal or controlled substances and drug paraphernalia; (iv) content that promotes or incites hate, violence, harassment, discrimination or terrorism; (v) get-rich-quick, pyramid or multi-level marketing schemes, or unlicensed or predatory lending; or (vi) content that infringes or misappropriates the intellectual property, privacy, publicity or other rights of any third party; (“Restricted Verticals”) (m) use the Insider One Services in a manner that violates the terms, policies or technical requirements of any Channel Provider, including messaging platform business and commerce policies, carrier codes of conduct, sender registration requirements and app store guidelines; or (n) use the Insider One Services in violation of any acceptable use requirements published by Insider One at https://www.insiderone.com/legal, as updated from time to time.

Customer is solely responsible for the content of all Messages, Customer Data and Customer Applications, including their accuracy, legality and compliance with Applicable Marketing Laws, advertising, price-indication and consumer-protection laws and Channel Provider requirements, and for obtaining any licences, approvals or registrations required for their distribution. Insider One acts solely as a technology service provider that transmits Messages on Customer’s instructions; it does not pre-screen, edit or endorse Messages and assumes no editorial responsibility for them. Without limiting Section 10.9, Insider One may remove or refuse to transmit any content that, in its reasonable opinion, violates this Section 2.5, and may suspend, throttle or otherwise limit the sending of Messages where Customer’s Messages generate complaint, bounce, block or spam-report rates exceeding Channel Provider thresholds or industry norms, or where a Channel Provider so requires. Any such action shall not entitle Customer to any refund, credit or reduction of fees.

2.6 Protection of Customer Data. Insider One will maintain administrative, physical and technical safeguards designed to protect the confidentiality and integrity of Customer Data. Insider One will only access, use, process, modify, delete or disclose Customer Data (a) to provide the Insider One Services in accordance with this Agreement, (b) to provide support services and prevent or address service or technical problems, (c) as compelled by law in accordance with the Confidentiality section below or as required under applicable law, (d) to send to Users communications (i) about the Insider One Services and the Insider One Code, such as notice of scheduled maintenance, and (ii) of educational or informational nature to optimize Customer’s use of the Insider One Services, or (e) as expressly permitted in writing by Customer. The parties agree to comply with the terms of the data processing addendum at https://www.insiderone.com/legal/dpa (“DPA”).

2.7 Consents, Opt-Ins and Messaging Compliance. Customer acknowledges that Insider One acts solely as a technical intermediary in transmitting Messages on Customer’s behalf and in accordance with Customer’s instructions and configuration, and agrees as follows: (a) Customer is the sender and is solely responsible for obtaining, recording and maintaining all consents, opt-ins and other authorisations required under Applicable Marketing Laws and data protection laws for the collection of Customer Data and for the sending of Messages to End Users; for honouring opt-outs, unsubscribe requests and withdrawals of consent without undue delay; and for complying with any registration, sender identification, content, frequency, timing or record-keeping requirements imposed by Applicable Marketing Laws or Channel Providers. (b) Customer shall be responsible for maintaining complete and accurate Consent Records for as long as required by Applicable Marketing Laws and, in any event, for the duration of the Subscription Term and the applicable limitation period thereafter.  (c) Customer shall ensure that the consent, subscription and preference status of each End User is accurately transmitted to, and kept current within, the Insider One Services. Customer acknowledges that Insider One relies exclusively on the status transmitted or configured by Customer, has no visibility into the content, wording, scope or validity of any consent obtained by Customer, and has no obligation or ability to verify it. (d) Where Customer configures or uses the Insider One Services to send Messages irrespective of the subscription or consent status of the recipients (including through any feature or setting that overrides or bypasses subscription status), Customer does so at its sole risk and confirms that it has an independent lawful basis for such Messages. (e) Any claim, complaint, fine, penalty, surcharge or other charge asserted against Insider One by an End User, a Channel Provider or a regulatory authority in connection with a Message sent to a recipient who had not validly consented or had opted out, or in connection with the content of a Message, shall be Customer’s sole responsibility in accordance with Section 7.2. (f) Customer is solely responsible for determining whether its use of the Insider One Services, including any particular feature, channel or configuration, complies with the laws and regulatory requirements applicable to Customer, its industry and the jurisdictions in which its End Users are located, and for using and configuring the Insider One Services accordingly. Any compliance-related matter arising from Customer’s use of the Insider One Services shall be Customer’s risk and responsibility. (g) The delivery of Messages depends on Channel Providers and other factors outside Insider One’s control. Insider One does not guarantee the delivery, deliverability, timing or receipt of any Message, and Channel Provider fees, surcharges, registration requirements and content restrictions may change from time to time.

3. FEES & PAYMENT

3.1 Fees. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Insider One Services subscription(s) purchased and not actual usage; (ii) payment obligations are non-cancelable; (iii) fees paid are non-refundable, (iv) the subscription entitlement(s) purchased cannot be decreased during the relevant Subscription Term. (v)fees shall be payable in accordance with the payment terms and schedule set out in the applicable Order Form, irrespective of Customer’s actual use of the Insider One Services, the progress or completion of any integration, implementation, onboarding or data migration activities, or any delay by Customer in launching campaigns or Messages; and; and (vi) the Subscription Term, and Customer’s obligation to pay the fees, commence on the Order Form Start Date regardless of the status of Customer’s integration, unless otherwise agreed in writing by the parties.

3.2 Fee Adjustments.

3.2.1 Annual Adjustment. Insider One may increase the recurring fees for the Insider One Services once in every twelve (12) month period, with effect from each anniversary of the Order Form Start Date (each, an “Anniversary Date”), irrespective of whether the Anniversary Date falls within a multi-year Subscription Term or coincides with the start of a renewal term. Unless otherwise agreed in the applicable Order Form, any such increase shall not exceed fifteen percent (15%) of the fees in effect for the same Insider One Services immediately prior to the relevant Anniversary Date. Insider One will notify Customer of the adjusted fees in writing (which may be by email or by invoice) no later than thirty (30) days prior to the relevant Anniversary Date; where notice is given later, the adjustment shall take effect thirty (30) days after the date of such notice. Adjusted fees apply to all invoices issued for periods commencing on or after the effective date of the adjustment, including, for subscriptions invoiced annually in advance, the invoice for the subscription year commencing on the Anniversary Date.

3.2.2 Third-Party Cost Adjustments. Customer acknowledges that the delivery of certain Insider One Services depends on third-party providers whose charges are outside Insider One’s control, including telecommunications carriers and operators, SMS, WhatsApp, RCS and other messaging aggregators and platforms, cloud infrastructure and data storage providers, and providers of artificial intelligence models and services. If any such third-party provider increases its charges or introduces new charges, surcharges, registration or regulatory fees, or if Taxes, regulatory levies or (where fees are invoiced in a currency other than United States dollars) exchange rates change, Insider One may adjust the affected fees (including per-message, per-unit and other usage-based fees) to the extent necessary to reflect the resulting increase in Insider One’s cost of providing the affected Insider One Services. Such adjustments (a) may take effect as of the date on which the underlying change takes effect for Insider One; (b) will be notified to Customer as soon as reasonably practicable, including by invoice, email or through the Insider One platform; and (c) are not subject to, and shall not count towards, the limit set out in Section 3.2.1. Upon Customer’s reasonable request, Insider One will provide reasonable substantiation of the underlying third-party change.

3.3 Invoicing and Payment. Except as otherwise provided, all fees are quoted and payable in United States dollars. Fees for Insider One Services will be invoiced electronically: (i) in advance, and (ii) quarterly in arrears for excess usage, if applicable, and in both cases, in accordance with the applicable Order Form. Customer is responsible for maintaining complete and accurate billing and contact information.

3.4 Overdue Payments. Insider One may impose late fees as contemplated in each Order Form. If Customer’s account is 30 days or more overdue, Insider One may, in addition to any of its other rights or remedies, upon written notice, suspend Customer’s access to the Insider One Services until such amounts are paid in full. If Customer’s account is 60 days or more overdue, with prior written notice, Insider One may terminate this Agreement and any or all outstanding Order Forms and Customer shall not be entitled to a refund of any prepaid fees, but shall remain obligated to pay unpaid fees owed, even if not yet invoiced, including any overages to entitlements, all as set forth on Customer’s Order Forms. Overdue payments of fees bear interest at the rate of (a) 2% per month or (b) the highest rate permitted by applicable law. Customer shall reimburse Insider One for all costs of collection of overdue amounts, including reasonable attorneys’ fees, collection agency fees and court costs.

3.5 Payment Disputes. Insider One shall not exercise its rights under the “Overdue Payments” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

3.6 Taxes. Unless otherwise stated, Insider One’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use, sales or withholding taxes collected by any jurisdiction whatsoever (collectively, “Taxes”). If Insider One has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Insider One with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes associated with its purchases hereunder. For clarity, Insider One is solely responsible for taxes assessable against it based on its income, property and employees.

3.7 Withholding Taxes. All fees under this Agreement shall be paid in full and free of any deductions or withholdings. If the Customer is required by applicable law to withhold any taxes from a payment to Insider One, the Customer shall gross-up such payment so that Insider One receives the full amount it would have received had no such withholding been required. Alternatively, if the Customer elects to withhold such tax, it may do so only to the extent required by law and shall, upon Insider One’s request, promptly remit to Insider One an additional payment equal to the amount so withheld, or provide valid and official documentation evidencing the deduction and remittance of such tax to the relevant tax authority. The Customer shall provide such documentation within fifteen (15) calendar days from the payment date. Failure to provide the documentation or the additional payment within this period shall render the corresponding payment incomplete, and the withheld portion shall be deemed unpaid and subject to the overdue payment provisions of this Agreement. For the avoidance of doubt, any withholding or deduction made by the Customer in breach of this clause shall not discharge the Customer’s payment obligation and shall constitute a material default under this Agreement.

4. PROPRIETARY RIGHTS

4.1 Reservation of Rights. As between Insider One and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Subject to the limited rights expressly granted hereunder, Insider One reserves all rights, title and interest in and to the Insider One Services and the Insider One Code and Customer retains all rights to the Customer Application(s), including all related intellectual property rights therein and to any improvements, enhancements or updates thereto. Insider One may use Customer’s name verbally and Customer’s name and logo in writing to identify Customer as a customer of Insider One. No rights are granted to either party hereunder other than as expressly set forth herein.

4.2 Intellectual Property Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Insider One Services or the Insider One Code; (b) reverse engineer the Insider One Services; (c) alter, remove or suppress in any manner any copyright, trademark or other notices displayed by the Insider One Services or the Insider One Code; or (d) access or provide access to a User to the Insider One Services or the Insider One Code (i) for competitive purposes, or (ii) in order to copy any features, functions or graphics of the Insider One Services or the Insider One Code.

4.3 Feedback. If Customer elects to provide any suggestions, comments, improvements, ideas or other feedback relating to the Insider One Services or the Insider One Code to Insider One (collectively, “Feedback”), Customer acknowledges and agrees that Insider One may incorporate into the Insider One Services or the Insider One Code any such Feedback without any obligation, payment, or restriction based on intellectual property rights or otherwise, excluding any Customer Confidential Information contained in the Feedback.

4.4. Limited Licence. Insider One grants Customer a limited, nonexclusive, nontransferable license, subject to the validity term and conditions of this Agreement, to access and use the Insider One Services and related content, materials, information solely for purposes of this Agreement and other purposes approved by Insider One from time to time within the scope and subject to the terms and conditions of this Agreement.

4.5 License to Customer Data. Customer grants to Insider One and its Affiliates a limited, non-exclusive, worldwide, royalty-free right and license, for the Subscription Term and any period during which Insider One retains Customer Data in accordance with the DPA, to host, store, copy, transmit, display, process, analyse and otherwise use Customer Data solely (a) to provide, operate, maintain, secure and support the Insider One Services in accordance with this Agreement, the Order Forms and the DPA; (b) to prevent or address service, security or technical problems; (c) to comply with applicable law or legal process, subject to Section 5; and (d) as otherwise instructed or authorised by Customer in writing or through its configuration of the Insider One Services. Customer represents and warrants that it has, and will maintain, all rights, consents and authorisations necessary to grant the foregoing license and to permit the Processing (as defined in the DPA) of Customer Data as contemplated by this Agreement.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party, or any of its Affiliates (“Disclosing Party”), disclosed to the other party, or any of its Affiliates, (“Receiving Party”) that is marked or designated as “Confidential” and/or “Proprietary”, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, all information and data relating to the provision of the Insider One Services, a party’s business and marketing plans, technology and technical information, product designs, and business processes. The terms and conditions of this Agreement are the Confidential Information of both parties, the pricing and other terms reflected in all Order Forms hereunder are the Confidential Information of Insider One, and the Customer Data is the Confidential Information of Customer. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party, and Insider One may disclose the terms of this Agreement to Customer’s Affiliates in connection with the procurement of the Insider One Services by such Affiliates. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or any third party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) (i) to not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents (“Representatives”) who need such access for purposes consistent with this Agreement and who are subject to written confidentiality obligations with the Receiving Party containing protections no less stringent than those contained herein. Receiving Party shall be liable for any breach of this Section 5 by its Representatives. Other than as otherwise provided herein, neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Representatives without the other party’s prior written consent.

5.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) or fails to limit access to any Confidential Information of the Disclosing Party in breach of the confidentiality obligations set forth herein, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

6. WARRANTIES & DISCLAIMERS

6.1 Insider One Warranties. Insider One represents and warrants that the functionality and overall security of the Insider One Services will not be materially decreased during a Subscription Term.

6.2 Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSIDER ONE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE INSIDER ONE SERVICES OR THE INSIDER ONE CODE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR STATEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE INSIDER ONE SERVICES NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY INSIDER ONE. INSIDER ONE MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY PROVIDER SOFTWARE USED BY CUSTOMER IN CONNECTION WITH THE INSIDER ONE SERVICES. INSIDER ONE WILL NOT BE LIABLE IN ANY MANNER FOR ANY RESTRICTED INFORMATION RECEIVED FROM OR ON BEHALF OF CUSTOMER IN BREACH OF THIS AGREEMENT.

6.3. AI Systems and AI Outputs Disclaimer. Any artificial intelligence systems, machine learning models, predictive analytics applications or similar AI-based products that Insider One uses, provides, or otherwise makes available in connection with the Insider One Services (collectively, “AI Systems”)—and any content, data set, analysis, recommendation, classification, prediction, insight, report, or similar material generated, derived from, or otherwise influenced by those AI Systems (collectively, “AI Outputs”)—are furnished strictly “AS IS.” AI Systems are experimental and non deterministic; accordingly, AI Outputs may be generative, probabilistic, hypothetical, or predictive and may contain errors, omissions, inaccuracies, “hallucinations,” latent biases, outdated information, or limited explainability. Neither the AI Systems nor the AI Outputs constitute—nor are they a substitute for—professional, legal, financial, medical, or any other expert advice. The Customer must verify and validate any AI Output and must independently assess the suitability of the AI Systems before relying on or acting upon them. Without limiting the foregoing, Customer acknowledges that (a) AI Outputs are generated by statistical models and may be similar or identical to outputs generated for other customers; (b) the AI Systems are not designed to, and may not, apply or take into account the laws, regulations, industry codes, advertising and consumer-protection standards, or linguistic and cultural conventions of any particular jurisdiction, including rules governing the use of terms such as “discount”, “sale”, “free”, “best” or “guaranteed”, comparative and superlative claims, price indications and reference prices, mandatory disclosures, or the marketing of regulated products; and (c) Customer is solely responsible for reviewing, editing and approving each AI Output before it is published, sent or otherwise used, and for ensuring that such use complies with the laws applicable to Customer, its industry and the jurisdictions in which its End Users are located.

6.4. AI Warranty Disclaimer and Customer Responsibility. INSIDER ONE MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR COVENANT—EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE—REGARDING (i) THE AVAILABILITY, PERFORMANCE, ACCURACY, COMPLETENESS, LEGALITY, TIMELINESS, RELIABILITY, TITLE, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY AI SYSTEM OR AI OUTPUT, OR (ii) THAT ANY AI SYSTEM OR AI OUTPUT WILL BE FREE FROM ERROR, DEFECT, OR BIAS.

The Customer acknowledges and agrees that it bears sole responsibility for (a) any use of, reliance on, interpretation of, or disclosure of an AI System or AI Output; (b) implementing appropriate human review, validation, and risk control procedures; (c) ensuring compliance with all applicable laws, regulations, and third party rights when using or disclosing AI Systems or AI Outputs\ and (d) complying with any transparency, labelling or disclosure obligations applicable to Customer’s use of AI Systems or AI Outputs, including, where required by law, informing End Users that they are interacting with an AI System or that content has been generated or manipulated by an AI System. The Customer therefore assumes all risks—commercial, operational, legal, and otherwise—arising from or related to the AI Systems and AI Outputs.

6.5. AI Outputs and Intellectual Property. Insider One makes no representation or warranty that AI Outputs are original, protectable by copyright or other intellectual property rights, or free from third-party claims. Customer acknowledges that AI Outputs may not qualify for intellectual property protection in some jurisdictions, may be substantially similar to outputs generated for other customers, and may incorporate or resemble third-party content. As between the parties, and subject to the DPA and to Insider One’s rights in the AI Systems and the Insider One Services, Customer may use the AI Outputs generated through its use of the Insider One Services for its internal business purposes and in its Messages and Customer Applications. Insider One’s obligations under Section 7.1 do not apply to any Claim arising from or relating to AI Outputs, to any Customer Data, prompts or other inputs submitted to the AI Systems, or to Customer’s modification, combination or use of AI Outputs, and Customer shall be solely responsible for any such Claim in accordance with Section 7.2.

6.6. Third-Party AI Providers; Changes to AI Systems. Certain AI Systems are provided using models, services or infrastructure of third-party providers identified in Insider One’s sub-processor list, and Customer’s use of such AI Systems is subject to the applicable usage policies of such providers as notified by Insider One or referenced in Insider One’s documentation. Customer shall not use the AI Systems in any manner prohibited under Section 2.5 or under the DPA, including for any practice prohibited or classified as high-risk under applicable artificial intelligence laws. Insider One may add, replace, modify, suspend or discontinue any AI System or AI feature, in whole or in part, at any time, provided that such change does not materially decrease the overall functionality of the Insider One Services purchased under an Order Form during the then-current Subscription Term.

7. MUTUAL INDEMNIFICATION

7.1 Indemnification by Insider One. Subject to Section 8 below, Insider One shall defend, indemnify and hold Customer harmless from any damages, attorneys’ fees, finally awarded judgments or settlements (“Damages”) arising from any claims, demands, suits or proceedings made or brought by a third party (“Claims”) against Customer alleging (a) that Customer’s use of the Insider One Services and of the Insider One Code within the scope of this Agreement infringes intellectual property rights of such third party; (b) a breach by Insider One of its confidentiality obligations under Section 5 hereof; or (c) gross negligence or willful misconduct by Insider One. If Insider One receives information about an infringement Claim related to the Insider One Services or the Insider One Code, Insider One shall in its discretion and at no cost to Customer (i) modify the Insider One Services or the Insider One Code so that they no longer infringe, without breaching Insider One’s warranties under “Insider One Warranties” above, (ii) obtain a license for Customer’s continued use of the Insider One Services or the Insider One Code in accordance with this Agreement, or if (i) and (ii) are not reasonably practicable, then (iii) terminate Customer’s subscriptions for the Insider One Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Insider One shall have no obligation to indemnify or defend Customer to the extent any Claim arises from Customer’s use of any Third-Party Provider’s services, from AI Outputs, including any alleged infringement of third-party intellectual property rights or violation of applicable law arising therefrom, or from any Customer Data, prompts or other inputs submitted to the AI Systems (as provided in Section 6.5), or fromCustomer’s use of the Insider One Services or the Insider One Code in breach of this Agreement.

7.2 Indemnification by Customer. Subject to Section 8 below, Customer shall defend, indemnify and hold Insider One harmless from any Damages arising from any Claims against Insider One alleging (a) violation of applicable law arising from Customer’s use of the Insider One Services or the Insider One Code in breach of this Agreement; (b) that Customer Data infringes the intellectual property rights of a third party; (c) a breach by Customer of its confidentiality obligations under Section 5 hereof; (d) gross negligence or willful misconduct by Customer\ (e) any Message sent, or any Personal Data (as defined in the DPA) Processed, on the basis of inaccurate, incomplete, invalid or outdated consent, opt-in, subscription or preference information provided or configured by Customer, or any Message sent to a recipient who had opted out or had not validly consented, including any resulting regulatory fines or penalties, Channel Provider charges or penalties, and costs of responding to regulatory inquiries, in each case to the extent permitted by applicable law; (f) any Customer Data obtained by Customer from third parties without the rights, consents or legal bases required under Section 2.4; (g) the content of any Message, Customer Data or Customer Application, including any alleged violation of Applicable Marketing Laws, advertising, price-indication or consumer-protection laws or Channel Provider requirements, or any breach of Section 2.5; or (h) Customer’s use of, reliance on, publication or distribution of any AI Output, or any Customer Data, prompts or other inputs submitted by Customer to the AI Systems.

7.3 Procedure. The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the applicable Claim for which indemnification is sought; provided, that failure to notify shall not relieve a party of its indemnification obligations unless the indemnifying party has been materially prejudiced thereby; (b) give the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle a Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of such Claim.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN RESPECT OF THE TWELVE-MONTH TERM IN WHICH THE INCIDENT GIVING RISE TO LIABILITY OCCURRED, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL NOT LIMIT (I) CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, OR (II) CUSTOMER’S OBLIGATIONS UNDER SECTIONS 7.2(e), 7.2(f) AND 7.2(g) OF THIS AGREEMENT AND SECTION 9.3 OF THE DPA.

8.2 Exclusion of Indirect Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, NOR TO THE OBLIGATIONS EXCLUDED FROM THE LIMITATIONS OF LIABILITY UNDER SECTION 8.1.

9. TERM & TERMINATION

9.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms entered into hereunder have terminated or expired pursuant to the terms hereof and subject to Sections 9.3 and 9.4 below.

9.2 Term and Renewal of Subscriptions

Unless earlier terminated in accordance with this Agreement or the applicable Order Form, subscriptions to the Insider One Services shall commence on the Order Form Start Date and continue for the Subscription Term., Unless earlier terminated in accordance with this Agreement or the applicable Order Form, subscriptions to the Insider One Services shall commence on the Order Form Start Date and continue for the Subscription Term. Unless otherwise stated in the applicable Order Form, subscriptions shall automatically renew for successive periods equal in length to the then-expiring Subscription Term, unless either party provides written notice of non-renewal to the other at least ninety (90) days prior to the end of the then-current Subscription Term. Each renewal period shall constitute a Subscription Term for the purposes of this Agreement. The fees applicable to each renewal period, and the fees applicable from each Anniversary Date during any Subscription Term, are subject to adjustment in accordance with Section 3.2.either party provides written notice of non-renewal to the other at least ninety (90) days prior to the end of the then-current Subscription Term. Each renewal term shall constitute a “Subscription Term” for the purposes of this Agreement. The fees applicable to each renewal term, and the fees applicable from each Anniversary Date during any Subscription Term, are subject to adjustment in accordance with Section 3.2.

For the avoidance of doubt, any renewal in which the subscription volume for any Insider One Services decreases compared to the prior term shall result in a re-pricing at renewal, regardless of the per-unit pricing applied in the previous term.

9.3 Continued Use. In the absence of automatic renewal or a signed renewal Order Form, upon expiration of the applicable Order Form, Insider One will cease providing the applicable Insider One Services to Customer. In the event that the parties are negotiating renewal in good faith, Insider One may, for a limited period of time, allow Customer to continue to use the Insider One Services hereunder beyond the expiration of such Order Form, and Customer agrees: (i) to pay for such use of the Insider One Services in an amount equal to the fees in effect immediately prior to such expiration (entitlements and fees prorated for such period), and (ii) that Insider One will cease providing the Insider One Services at the end of such period if Customer has not signed a new Order Form.

9.4 Termination without Cause. Unless otherwise mutually agreed, neither party may terminate this Agreement.

10. GENERAL PROVISIONS

10.1 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restrictions, it will use reasonable efforts to promptly notify Insider One’s Legal Department at [email protected] and [email protected] with email subject (in English) “Insider One violation of anti-corruption obligations.”

10.2 Notices. All notices under this Agreement shall be sent in writing via mail or email. Notices of termination or of an indemnifiable claim (“Legal Notices”) shall be identified as Legal Notices. Legal Notices to Insider One shall be addressed to the attention of its General Counsel at [email protected] and [email protected], with the email subject (in English) “Legal Notice”. Legal Notices to Customer shall be addressed to the attention of its legal department. Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Insider One Services system administrator or any other appropriate contact designated by Customer. For the avoidance of doubt, any notifications, warnings, reminders, or other communications delivered to the Customer through the Insider One platform, including but not limited to payment alerts, overdue warnings, suspension or reactivation messages, shall be deemed valid notices under this Clause 10.2 and shall have the same legal effect as notices delivered by email or mail.

10.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.4 Severability. Any provision of this Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

10.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.6 Governing Law. This Agreement shall be governed exclusively by the applicable laws of the country where the Insider One entity signed the Order Form is domiciled.

10.7 Entire Agreement. This Agreement is the entire agreement between the parties regarding Customer’s use of the Insider One Services or Insider One Code, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as provided in Section 10.10, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) any exhibit, schedule or addendum to this Agreement (including the DPA), and (3) the body of this Agreement. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted herein or to any term or condition of this Agreement.

10.8 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

10.9 Suspension. Insider One may, in its sole discretion and without liability, immediately suspend or limit Customer’s access to the Services, the Insider One Code, or any related accounts (in whole or in part), if Insider One reasonably determines that: (i) Customer has failed to pay any undisputed fees when due and such failure remains uncured for more than fifteen (15) days after written notice; (ii) Customer or any of its Users is in material breach of this Agreement, any Order Form, or applicable law; (iii) Customer’s or its Users’ use of the Services may (A) disrupt or pose a security or operational risk to the Insider One Services, Insider One’s systems, or other customers, (B) subject Insider One or any third party to potential liability, or (C) be fraudulent, abusive, or otherwise illegal; (iv) Insider One is required to do so by law, regulation, court order, or the request of a governmental or regulatory authority; or (v) Customer has otherwise engaged in conduct that Insider One reasonably deems to threaten the integrity, confidentiality, or availability of the Insider One Services or the data processed thereunder. During any suspension, Customer shall remain responsible for all payment obligations for the Subscription Term. Suspension shall not entitle Customer to any extension of the Subscription Term, refund, credit, or any other compensation.

Insider One will promptly notify Customer of any suspension and, where reasonably practicable, will provide prior notice. Insider One will restore access as soon as the cause of suspension has been remedied to Insider One’s reasonable satisfaction.

Insider One may terminate this Agreement and/or any affected Order Form upon written notice if the underlying cause of suspension is not cured within thirty (30) days after Insider One’s notice or if the breach is incapable of cure.

10.10 Updates to this Agreement. Insider One may update this Agreement and the DPA from time to time by publishing the updated version at https://www.insiderone.com/legal and updating the “Last Updated” date. Updated terms shall apply (a) to any Order Form executed on or after the date of publication, and (b) to existing subscriptions with effect from the start of the next renewal term; provided that updates that are required to comply with applicable law. Previous versions of this Agreement and the DPA are available under https://insiderone.com/legal/.