FUND LAUNCH AI PRO

MASTER SERVICES AGREEMENT

Version 1.0

This Fund Launch AI Pro Master Services Agreement (“MSA”), including Schedule 1 (Standard Support) and Schedule 2 (Data Processing and Security), governs the Services purchased under an Order Form that expressly incorporates this MSA by reference. The agreement is between Fund Launch Labs, Inc., a Delaware corporation with a principal office at 3400 North 1200 West, Suite 201, Lehi, Utah 84043 (“Company”), and the individual or legal entity identified as customer in that Order Form (“Customer”). The Order Form, this MSA, and other expressly incorporated documents form the “Agreement.” The Agreement is effective on the effective date of the first Order Form executed by both Parties (the “Effective Date”). Company and Customer may each be a “Party” and together the “Parties.” Merely visiting the website does not enter a person into this MSA.

Company provides Fund Launch AI Pro annual subscriptions to the Fund Launch AI software platform, marketplace access, and included Credits and services as specified in an Order Form. Pricing may consist of a one-time Starting Fee plus a Monthly Subscription Fee. Customer purchases the package for its business activities on the terms below. Sections 7 and 16 address the annual payment commitment, automatic renewal, and cancellation; Section 6.5 addresses proprietary-model training and the opt-out; and Section 20.3 contains arbitration and class-action and jury-trial waivers.

1. Definitions

1.1 Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

1.2 Authorized User means Customer, if an individual, or an employee, contractor, adviser, or other individual whom Customer authorizes to use the Platform for Customer’s benefit and for whom Customer has purchased or received access rights.

1.3 Company Technology means the Platform, Documentation, Company models, algorithms, templates, workflows, software, interfaces, designs, databases, know-how, Interaction Signals, and all improvements and derivative works of the foregoing, excluding Customer Data and Customer Outputs.

1.4 Customer Data means data, documents, files, records, personal data, and other content submitted to the Services by or for Customer or an Authorized User. Customer Data includes Customer Inputs and Customer Outputs, but excludes Interaction Signals and information that has been irreversibly de-identified and aggregated so that it cannot reasonably identify Customer, an Authorized User, or an individual.

1.5 Customer Input means a prompt, instruction, field value, file, document, or other content supplied by or for Customer to an artificial-intelligence or document-assembly feature of the Services.

1.6 Customer Output means content generated by the Services in response to a Customer Input, including analyses, scores, recommendations, presentations, working legal drafts, and other generated materials.

1.7 Documentation means Company’s then-current user guides, technical documentation, and written usage instructions for the Platform.

1.8 Interaction Signals means operational and usage telemetry such as feature events, button clicks, response time, model version, error data, ratings, regeneration requests, and performance metrics, but not the substantive content of Customer Inputs or Customer Outputs.

1.9 Order Form means a Company-issued purchase order, subscription order form, or other ordering document executed by both Parties that expressly incorporates this MSA by its website URL and identifies the purchased Services, fees, Subscription Term, usage rights, and any special terms. A Company-issued purchase order meeting this definition is an Order Form regardless of its title. Customer’s internal procurement purchase order does not become an Order Form merely because it contains a purchase-order number or references Company.

1.10 Platform means Company’s hosted Fund Launch AI software-as-a-service platform, including its web interfaces, APIs, integrations, and modules made available under an Order Form.

1.11 Professional Services means implementation, onboarding, configuration, training, consulting, or other human-delivered services described in an Order Form or Statement of Work.

1.12 Services means the Platform access, Professional Services, support, and other services identified in an Order Form.

1.13 Subscription Term means the period during which Customer may access the applicable Services, as stated in an Order Form.

1.14 Credit (also called a Token) means a contractual usage or redemption unit allocated or purchased for eligible Platform features or designated marketplace offerings. Credits currently use one shared balance for eligible AI use, advisor sessions, office hours, and events unless an Order Form states otherwise. Credits are not redeemable for cash or transferable outside Customer’s account. Included Formation Services are a separate package benefit, not part of this Credit balance.

1.15 Formation Services means the one-time fund-formation services included in Customer’s package and described in its Order Form, subject to Sections 12.4–12.8. Formation Services are not a dollar-denominated credit, stored-value balance, or cash allowance.

2. Agreement Framework and Order of Precedence

2.1 Ordering. This Agreement governs each Order Form and Statement of Work executed by the Parties. Each Order Form identifies Customer and its billing and legal-notice contacts; the purchased package, Authorized Users and permitted entities; the Starting Fee, Monthly Subscription Fee, Initial Contract Value and payment schedule; the Subscription Term and renewal terms; Credit allocations and eligible uses; any included Formation Services and scope selections; and any negotiated exceptions or data elections. The Order Form must provide the cancellation email and identify the MSA URL and version. A Statement of Work supplements, but does not itself replace, an Order Form. Customer Affiliates may purchase Services by entering into an Order Form that references this MSA; each such Affiliate is “Customer” for that Order Form, and only that Affiliate is liable for its obligations unless the Order Form states otherwise.

2.2 Order of Precedence. In the event of conflict, the following order controls: (a) an executed Data Processing Addendum, solely for the processing of personal data; (b) an Order Form, solely for its commercial terms and any clause that expressly identifies the provision of this MSA it overrides; (c) this MSA, including Schedules 1 and 2; (d) a Statement of Work; and (e) Documentation and policies incorporated by reference. Terms printed on or linked from Customer’s internal procurement purchase order, vendor portal, or other administrative form do not modify the Agreement unless expressly accepted in a writing signed by both Parties. This restriction does not exclude a Company-issued purchase order qualifying as an Order Form under Section 1.9.

2.3 Online Terms and Clickwrap. Authorized Users may be asked to accept operational policies, acceptable-use rules, privacy notices, feature-specific disclosures, or the Legal Tech Acknowledgment within the Platform. Those acceptances bind the Authorized User regarding use of the applicable feature, but no browsewrap, in-Platform clickwrap, or other operational online term amends the commercial or legal terms between Company and Customer. This does not prevent electronic execution of an Order Form or signed amendment under Section 20.9. If an operational online term conflicts with this Agreement, this Agreement controls as between the Parties. Feature-specific warnings requiring human or professional review remain applicable.

2.4 No Oral Commitments. Forecasts, demonstrations, roadmaps, sales statements, and descriptions of planned features are informational only and are not commitments unless expressly included in an executed Order Form.

2.5 Incorporation by Reference and Version. The Order Form incorporates the version of this MSA identified in that Order Form, including its Schedules 1 and 2, as if set out in full. Company will make that version available to Customer before execution in a form Customer can review, download or save, and print. If the Order Form omits the version identifier, the version made available at its identified MSA URL when both Parties execute that Order Form applies. That version continues to govern the Order Form and its renewals unless both Parties sign an amendment or replacement Order Form expressly adopting another version. Posting a revised MSA, changing a link, continued use, or automatic renewal alone does not adopt a new version. Changes expressly permitted within the accepted MSA remain governed by their specific provisions. Company will retain a reproducible copy of the accepted version and provide it to Customer on request.

3. Access Rights and Platform Use

3.1 Subscription Right. Subject to Customer’s timely payment and compliance with this Agreement, Company grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Platform across Customer’s internal fund-launching, capital-raising, fund-management, and related business activities, only for Customer and the permitted entities and within the usage limits stated in the Order Form.

3.2 Accounts. Each Authorized User must use a unique account. Customer is responsible for account administration, maintaining current Authorized User information, protecting credentials, and all activity under its accounts except to the extent caused by Company’s breach of this Agreement. Customer will promptly notify Company of suspected unauthorized access.

3.3 Usage Limits. Customer will comply with the user, entity, storage, API, Credit, and other limits stated in its Order Form. Access does not include unlimited usage or unlimited human services. When Credits are exhausted, Credit-funded usage or bookings may pause until replenishment or an authorized additional purchase. Company will not charge additional usage fees without authorization under the Order Form or a purchase by a Customer user authorized to incur charges.

3.4 Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to discover source code, model weights, prompts, or non-public algorithms, except to the limited extent applicable law prohibits this restriction; (b) resell, sublicense, rent, timeshare, or provide the Platform as a service bureau; (c) remove proprietary notices; (d) bypass security, rate limits, or access controls; (e) scrape or systematically extract Platform content except through an authorized API; (f) use the Services to develop, train, validate, or benchmark a competing model or service; (g) introduce malicious code; or (h) use the Services in violation of law, third-party rights, or the acceptable-use requirements in this Agreement.

3.5 Changes and Beta Features. Company may improve or modify the Platform, provided it will not materially reduce the core functionality purchased during a Subscription Term. Beta, preview, experimental, and pre-release features are optional, may be changed or discontinued at any time, and are provided “AS IS” without service levels or warranties.

3.6 Annual Package and Future Releases. The purchased package includes access to the Platform tools and marketplace described in the Order Form, including applicable AI chat, scroll-deck and pitch-deck tools, Fund Builder, and Formation Canvas. During each paid Subscription Term, Customer also receives updates and future generally available releases included in its purchased package, subject to applicable usage limits. Company may rename or reorganize features without materially reducing purchased functionality during that term. Separately priced products, premium tiers, third-party services, and custom work require a separate purchase unless expressly included. No particular future product, release date, capital-markets capability, or administration or operations capability is promised unless expressly committed in a signed Order Form.

4. Professional Services

4.1 Scope. Company will perform Professional Services only as described in an executed Order Form or Statement of Work. Changes to scope, assumptions, deliverables, dependencies, or timing require a written change order executed by both Parties.

4.2 Customer Dependencies. Customer will timely provide information, access, decisions, personnel, and cooperation reasonably required for Company to perform Professional Services. Company is not responsible for delay caused by Customer or a Customer-controlled third party.

4.3 Acceptance. A Company Professional Services deliverable is accepted upon Customer’s written approval, production use other than reasonable testing, or ten (10) business days after delivery unless Customer provides written notice identifying a material failure to meet the agreed scope. Company will correct a timely reported nonconformity and redeliver; Customer then has ten (10) business days to report any remaining material nonconformity in the corrected work. General dissatisfaction, changed requirements, and matters outside the agreed scope are not nonconformities. Acceptance does not waive the express warranty in Section 13.2. This Section does not deem AI Outputs legally sufficient or replace the independent law firm’s review, Customer’s approval, or final sign-off under Section 12.7.

4.4 Account Manager. During the paid Subscription Term, Company will assign an account manager to assist with onboarding, Platform navigation, support escalation, and coordination of included services. Company may replace the assigned representative with a reasonably qualified representative. Account management does not include unlimited consulting, investment or legal advice, or services outside the purchased scope; support channels and response targets remain governed by Schedule 1.

5. Customer Responsibilities and Acceptable Use

5.1 Customer Control. Customer is responsible for its business decisions, fund structures, offerings, communications, regulatory filings, investor interactions, and use of Customer Outputs. Customer will independently review all material Customer Outputs before relying on or distributing them.

5.2 Lawful Data. Customer represents that it has all rights, notices, consents, and legal bases necessary for Company to process Customer Data as contemplated by this Agreement, including personal data relating to investors, limited partners, employees, advisers, and other third parties.

5.3 Prohibited Uses. Customer will not use the Services to commit fraud; misstate investment terms, performance, credentials, or material facts; conduct an unlawful securities offering; engage in unregistered broker-dealer, placement-agent, investment-adviser, commodity-pool-operator, money-laundering, sanctions-evasion, or other regulated activity; transmit unlawful marketing communications; violate privacy or intellectual-property rights; impersonate another person; or deceive an investor, regulator, auditor, or counterparty.

5.4 Restricted Data. Unless an Order Form expressly authorizes it, Customer will not submit protected health information regulated by HIPAA; children’s data; payment-card data other than through Company’s designated payment processor; classified information; export-controlled technical data; biometric identifiers used for identification; or social security numbers, passport images, or comparable identity documents not reasonably required for an enabled feature.

5.5 Authorized Users. Customer is responsible for Authorized Users’ compliance with this Agreement. Company may suspend an individual account that reasonably appears compromised or is being used in material violation of this Agreement, subject to Section 16.4.

5.6 Community Conduct. Customer and Authorized Users must act lawfully and respectfully in Company-hosted communities, marketplace interactions, office hours, events, and communications with members, providers, and Company personnel. Prohibited conduct includes scams, fraud, deceptive solicitations, impersonation, harassment, discriminatory abuse, threats, doxxing, unsolicited bulk promotions or repeated unwanted solicitations, misuse of another member’s confidential information, and material or repeated disruption of discussions, sessions, events, or support operations. Good-faith criticism, complaints, requests for assistance, reporting suspected wrongdoing, and exercising contractual or legal rights are not prohibited conduct. Company may enforce this Section under Section 16.4; operational community rules may clarify, but not unilaterally expand, these grounds or amend this Agreement.

6. Artificial Intelligence and Generated Content

6.1 Nature of Outputs. The Services use artificial intelligence, machine learning, and template-based assembly. Customer Outputs may be inaccurate, incomplete, non-unique, outdated, or contain errors, omissions, hallucinations, or fabricated citations. Formatting or confident language does not indicate professional review or accuracy.

6.2 Human Review. Customer will conduct appropriate human review and independent verification before using a Customer Output in any legal, regulatory, financial, tax, investor-facing, or other material context. Where professional judgment is appropriate, Customer will obtain review by a properly licensed attorney, accountant, tax adviser, investment professional, compliance professional, or other qualified adviser.

6.3 No Significant Automated Decisions. Customer will not use the Services as the sole basis for a decision that produces legal or similarly significant effects on an individual without meaningful human review, notice, and any other safeguards required by applicable law.

6.4 Third-Party Models. Company accesses third-party AI models through API integrations to generate Customer Outputs. Consistent with the Privacy Policy, Company will maintain contractual commitments prohibiting those providers from using Customer Data and Customer Inputs to train or improve their own models, together with appropriate confidentiality and security protections. The permission for Company’s proprietary model training in Section 6.5 does not authorize third-party provider training.

6.5 Company Proprietary Models and Opt-Out. Consistent with the Privacy Policy and subject to applicable law, Customer authorizes Company to use Customer Data, Customer Inputs, Customer Outputs, and Platform interaction data to train, fine-tune, and improve Company’s proprietary models, including models used across customers. Customer may opt out of identifiable-data training at any time through account settings or by contacting [email protected], or elect the opt-out in the Order Form. Company will honor the opt-out prospectively; it does not require reversing training completed before the request, except as required by law. Opting out does not reduce Platform availability or functionality, although personalization may be less tailored. Company will maintain reasonable safeguards against exposing Customer’s identifiable data to other customers through model outputs. Company may continue processing necessary to provide and secure the Services and using Interaction Signals and irreversibly de-identified, aggregated data for improvement. This permission does not override legally required consent, data-subject rights, or restrictions on processor/service-provider reuse; Company will obtain any required separate authorization or exclude the affected data from training. Customer-specific configurations, if purchased, remain governed by the Order Form.

7. Fees, Billing, and Taxes

7.1 Fees and Annual Commitment. Each Order Form states the one-time starting fee (“Starting Fee”), recurring monthly subscription fee (“Monthly Subscription Fee”), included allowances, and additional charges. The “Initial Contract Value” is the Starting Fee plus all twelve Monthly Subscription Fees for the initial twelve-month term, net of expressly agreed discounts, as stated in the Order Form. Taxes, optional purchases, pass-through costs, and renewal fees are excluded from that value. The Starting Fee is separate from monthly fees and is not charged again on renewal. Each twelve-month term commits Customer to twelve Monthly Subscription Fees, subject to credit for amounts prepaid under Section 7.9; monthly billing does not create a month-to-month subscription. Except for express termination or refund rights under this Agreement, the Order Form, or law, fees are non-refundable and term commitments are non-cancelable.

7.2 Billing and Payment. Unless the Order Form specifies another schedule, the Starting Fee and first Monthly Subscription Fee are due on the Order Form’s start date, and each later Monthly Subscription Fee is due in advance on the monthly anniversary of that date (or the last day of a shorter month). The Order Form may provide a later first monthly payment date and must specify all twelve payment dates or the rule for determining them. Additional Credits and services are charged at purchase or as separately agreed; other invoices are due within thirty (30) days. Customer will report good-faith invoice disputes within fifteen (15) days and pay undisputed amounts on time. Automatic card or bank debits require Customer’s applicable payment authorization; accepting this Agreement alone does not authorize bank-account debits.

7.3 Late Payment. Overdue undisputed amounts may accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower. Customer will reimburse reasonable collection costs for undisputed amounts that remain overdue after notice and an opportunity to cure.

7.4 Taxes. Fees exclude sales, use, value-added, withholding, and similar taxes. Customer is responsible for taxes arising from its purchases, excluding taxes based on Company’s net income. If Customer is required to withhold tax, Customer will gross up the payment so Company receives the invoiced amount, except where prohibited by law, and will provide documentation of the withholding.

7.5 Suspension for Nonpayment. Company may suspend paid Services if an undisputed amount remains unpaid ten (10) days after written notice of delinquency. Subject to Section 16.8, Customer may continue on an available free or lower-tier account. Suspension or downgrade does not forgive accrued fees, cancel the current annual commitment, or waive Company’s remedies. Company will restore suspended paid access promptly after the delinquency is cured, unless another valid suspension or termination ground remains. Data retention follows Section 8.4.

7.6 Credit Allocation and Use. The Order Form states the initial and recurring Credit allocations, replenishment schedule, eligible uses, and expiration or rollover rules. Recurring allocations continue on renewal, subject to Section 7.7 and any different signed Order Form terms; one-time promotional allocations do not repeat unless expressly stated. Credits are deducted at the rates disclosed before the relevant use or booking. Rates may differ by feature, model, provider, session, or event. Unless the Order Form states otherwise, unused included Credits expire at the end of each twelve-month term without rollover; separately purchased Credits expire only under the terms disclosed and accepted at purchase. No Credit has a fixed dollar conversion unless the Order Form expressly provides one.

7.7 Changes to Credit Structure. Company may rename Credits, introduce separate AI and service balances, or revise the eligible catalog and future consumption rates with at least thirty (30) days’ prior written notice of a material adverse change. During the current committed term, a change will not reduce the agreed allocation, shorten the existing expiration period, or materially diminish the usable value or agreed redemption scope of unexpired Credits. Company will preserve existing rights or provide an equivalent conversion or substitute; a change that cannot meet that standard requires Customer’s written agreement. Confirmed bookings retain their accepted price. For a renewal term, Company may change Credit structure, recurring allowances, catalog, or rates by giving written notice at least sixty (60) days before renewal, so Customer can elect nonrenewal, except where the Order Form expressly fixes those rights for renewals. These changes do not authorize a change to the Monthly Subscription Fee.

7.8 Marketplace Bookings. Credits may be redeemed only for offerings marked eligible in the marketplace, subject to availability, scheduling, provider acceptance, and any required separate engagement. The booking must disclose its scope, Credit cost, additional cash charges, and cancellation, rescheduling, or no-show policy before confirmation. Customer cancellations follow that accepted policy. If Company or the provider cancels without delivering the offering, the deducted Credits will be restored unless Customer accepts a replacement. Restoration will preserve a reasonable opportunity to rebook if the original Credits would otherwise expire. Marketplace access does not guarantee a particular advisor, event, appointment time, or professional result.

7.9 Voluntary Early Payment. Customer may pay the unpaid Initial Contract Value early without a prepayment penalty. Company will provide a payoff statement showing that value, payments already applied, agreed adjustments, and the remaining balance. Early payments apply to the remaining initial-term fees, not an additional formation charge; prepaid installments will not be invoiced or debited again. Once the Initial Contract Value is fully paid, no further base subscription installments are due for the initial term. Prepayment does not shorten or restart that term, change its renewal anniversary, or prepay a renewal term. Renewal fees resume under Section 16.1. Taxes and separately authorized charges remain payable.

8. Customer Data and Privacy

8.1 Ownership. As between the Parties, Customer owns Customer Data. Customer grants Company and its subprocessors a worldwide, non-exclusive, limited right to host, copy, transmit, display, modify, and otherwise process Customer Data only as necessary to provide, support, secure, and improve the Services in accordance with Section 6.5; comply with law; and exercise Company’s rights under this Agreement.

8.2 Processing Roles. For personal data processed on Customer’s behalf, Customer is the controller or business and Company is the processor or service provider, subject to Schedule 2. Company acts as an independent controller or business to the extent it lawfully determines processing purposes for account administration, billing, fraud prevention, security, legal compliance, or proprietary-model improvement permitted by Section 6.5 and the Privacy Policy. These descriptions do not change the Parties’ actual roles or obligations under applicable law, and independent processing requires an applicable legal basis.

8.3 Privacy Policy. Company’s Privacy Policy describes its data practices, including proprietary-model training with an opt-out, provider-side training restrictions, retention, and privacy rights. Section 6.5 and the Order Form reflect those training choices; a Customer opt-out or more protective signed term controls. This Agreement and Schedule 2 govern Company’s contractual obligations and control over inconsistent policy terms. A unilateral policy update does not amend this Agreement or withdraw an exercised opt-out.

8.4 Data Export and Retention. Customer may export Customer Data through available Platform functionality or request an export through support. Consistent with the Privacy Policy, Customer Data is retained during the applicable subscription and for thirty (30) days following termination, during which Customer may request export, and is then deleted unless law requires retention. If Customer continues on an available free or lower-tier account under Section 16.8, data retained for that continuing account follows that plan’s disclosed limits and the Privacy Policy; ending the paid package alone is not termination of the continuing account. The thirty-day export and deletion period runs from final account closure for data retained there. Company will disclose material storage or feature reductions and the applicable export deadline. Earlier verified deletion requests are handled under applicable law and the Privacy Policy.

8.5 Logs and Continuing Protection. Consistent with the Privacy Policy, backend AI diagnostic logs, including raw prompt/response logs, are retained for up to ninety (90) days from creation and then deleted or irreversibly de-identified, subject to legally required retention. Saved conversations, documents, generated outputs, and other user-facing work product are Customer Data under Section 8.4, not short-lived diagnostic logs. Other account, billing, security, and compliance records are retained only as long as necessary for their disclosed purposes or required by law. Irreversibly de-identified, aggregated data may be retained indefinitely. Retained Customer Data remains protected by Sections 6.5, 8, 9, and 10 and Schedule 2 until deleted; a free-account transition does not revoke an exercised training opt-out or any more protective signed data-use restriction.

9. Security

9.1 Security Program. Company will maintain a written information-security program with commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of Customer Data. The program will include the controls described in Schedule 2.

9.2 Security Incident. Company will notify Customer without undue delay, and no later than seventy-two (72) hours after becoming aware of, a Security Incident involving Customer Data. “Security Incident” means unauthorized access to, acquisition of, use of, disclosure of, alteration of, or destruction of Customer Data in Company’s custody or control, excluding unsuccessful attempts that do not compromise Customer Data. Company will provide available material details, mitigation status, and reasonable cooperation, and will not identify Customer publicly without consent unless required by law.

9.3 Customer Security. Customer will use reasonable security practices, configure access appropriately, maintain secure endpoints and networks, enable multi-factor authentication where available, and promptly notify Company of suspected compromise. Company is not responsible for a Security Incident caused by Customer’s credentials, systems, or instructions except to the extent Company failed to perform its obligations under this Agreement.

10. Confidentiality

10.1 Confidential Information. “Confidential Information” means non-public information disclosed by or for a Party that is marked confidential or that reasonably should be understood as confidential. Customer Data is Customer’s Confidential Information. Company Technology, security information, non-public Documentation, pricing, and product roadmaps are Company’s Confidential Information.

10.2 Exclusions. Confidential Information excludes information the receiving Party can document: (a) is public through no breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

10.3 Protection and Use. The receiving Party will use the disclosing Party’s Confidential Information only to perform or exercise rights under this Agreement, will protect it using at least reasonable care, and will disclose it only to personnel, Affiliates, professional advisers, and subcontractors who need to know and are bound by confidentiality obligations at least as protective as this Section. The receiving Party is responsible for their compliance.

10.4 Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving Party will, to the extent permitted, give prompt notice, disclose only what is legally required, and reasonably cooperate at the disclosing Party’s expense in seeking protective treatment.

10.5 Equitable Relief and Survival. Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate, and the disclosing Party may seek equitable relief. These obligations survive for five (5) years after disclosure, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

11. Intellectual Property and Feedback

11.1 Company Technology. Company and its licensors own all right, title, and interest in Company Technology. No rights are granted except the limited access rights expressly stated in this Agreement.

11.2 Customer Materials. Customer owns its pre-existing materials and Customer Data. Company receives no ownership interest in them.

11.3 Customer Outputs. As between the Parties and subject to Customer’s payment obligations, Customer may use, reproduce, modify, and share Customer Outputs for its lawful business purposes, including with prospective investors, advisors, service providers, and counterparties, subject to required review, confidentiality, and applicable law. Customer may own such rights, if any, as applicable law recognizes in the Outputs. AI-generated material may not be protectable, may resemble output for others, and may incorporate Company templates or third-party materials. Company grants Customer a non-exclusive, worldwide license to Company-owned material embedded in lawfully obtained Outputs as needed for those permitted uses, surviving termination; this does not permit standalone resale of Company templates or access to the Platform after termination. Third-party materials remain subject to their applicable licenses.

11.4 Feedback. Customer may provide feedback voluntarily. Customer grants Company a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or obligation, provided Company does not publicly identify Customer as the source without permission.

12. Third-Party Services and Independent Professionals

12.1 Third-Party Services. The Platform provides access to a marketplace and may interoperate with third-party products, data sources, payment processors, model providers, banks, advisors, and other services. Eligible marketplace offerings may be purchased with Credits under Sections 7.6–7.8; marketplace access alone does not include all offerings. Third-party use may require separate terms. Company remains responsible for its express obligations, including Credit administration and arranging and paying for included Formation Services, and for subcontractors to the extent required by this Agreement; it does not otherwise assume responsibility for an independent provider’s professional advice.

12.2 Independent Providers. A marketplace provider, formation attorney, law firm, accountant, tax adviser, bank, fund administrator, or other professional accessed through the Services is independent and is not Company’s employee, agent, partner, joint venturer, or subcontractor unless an Order Form expressly states otherwise. Company’s payment for included services does not authorize it to direct independent professional judgment.

12.3 Separate Engagements. Legal, accounting, tax, investment, compliance, banking, fund-administration, and similar professional services require a separate agreement directly with the applicable provider. Company is not a party to that engagement and does not direct professional judgment or receive privileged communications unless Customer separately and lawfully authorizes disclosure.

12.4 Included Standard Formation. If the Order Form includes Standard Formation, Customer’s package includes one Standard Formation for one supported, single-asset-class domestic private fund using the Platform’s supported economic, governance, and structural choices. Supported asset classes are private credit, private equity, venture capital, real estate, hedge, and crypto, subject to counsel’s acceptance of the matter. The selected structure must fit an applicable Investment Company Act exclusion under Section 3(c)(1), 3(c)(5), or 3(c)(7) and a Regulation D Rule 506(b) or 506(c) offering. Supported open-ended and closed-end structures and conventional multi-member GP/manager arrangements are included; structures requiring CFTC or state-specific adviser or qualified-client analysis require a separate scope. The Order Form identifies the selected structure and formation states. Company arranges and pays its preferred independent law firm for the included scope, without a separate formation-service charge or deduction from Credits.

12.4(a) Entities and Setup. The scope includes a fund limited partnership, general-partner LLC, and investment-manager LLC; name availability checks; formation filings in one formation state per entity, without additional foreign qualification; EIN applications; and arranging a first-year registered agent for each entity. Government filing fees for the included formation filings and the first year of registered-agent fees for all three entities are included, with no additional charge to Customer. Customer or its tax adviser handles tax elections, tax returns, and tax advice.

12.4(b) Documents. Platform-generated working documents and the included legal review cover the initial and amended/restated fund limited partnership agreements; PPM with standard asset-class risk factors; subscription agreement and investor questionnaire; standard accredited-investor verification letter form for a 506(c) offering; GP and investment-manager operating agreements; investment management agreement; formation/startup consents and banking resolutions; formation documents for the three entities; and management bad-actor questionnaire. Standard terms are populated from Customer’s supported inputs. One custom subscription-agreement change for fund-administrator language is included; other bespoke clauses, negotiations, and third-party redlines are excluded unless expressly agreed.

12.4(c) SEC Filings and Review. The scope includes Form ID/EDGAR access assistance, preparation and filing of the initial Form D, review of the complete pre-launch package subject to the delivery flexibility in Section 12.7, and one final wrap-up/sign-off call. State blue-sky notices, Form ADV, Form PF, amended or annual Form D filings, and ongoing compliance are not included unless expressly added in the Order Form. Providing a template or general guide does not perform those separate services.

12.5 Paid-in-Full Eligibility. Company-arranged Formation Services become available only after Company receives settled payments satisfying the entire Initial Contract Value. Amounts already paid toward that value count; Customer may pay the remaining balance early under Section 7.9. Renewal fees and optional purchases do not increase this fixed threshold. Until it is satisfied, Customer may use its subscribed Platform features, including user-directed working drafts in Formation Canvas, while current on scheduled payments. This condition governs the included Formation Services; it does not restrict Customer’s independent counsel or mean that payment alone authorizes a lawful fund launch.

12.6 Continuing Availability. The unused formation benefit remains available through the initial term and consecutive annual renewals while Customer maintains the paid package that includes it and is current on payments. It is one benefit, not a new formation each year, and is not cash-redeemable or transferable. It ends when that paid subscription expires, terminates, or is downgraded to a plan without the benefit. A timely requested engagement already accepted by the law firm continues under its engagement terms, and Company remains responsible for funding the agreed included work. Company may arrange another qualified preferred firm for the agreed scope, subject to that firm’s acceptance and a separate engagement. No fixed launch date, regulatory approval, or fundraising result is guaranteed. Company remains responsible for its express package commitments.

12.7 Delivery and Professional Independence. The included commitment is to the deliverables and services in Section 12.4, not a fixed sequence, number of review rounds, communication method, or project schedule. Company and the law firm may reasonably adapt or combine steps without reducing those deliverables or charging extra for included work. Legal work requires the paid-in-full eligibility in Section 12.5, firm acceptance following intake and conflict checks, and a separate engagement letter with any required third-party-payment consent. The firm reviews the included documents and addresses in-scope corrections; Customer supplies accurate inputs, decisions, and approvals. The included final wrap-up/sign-off call is scheduled as appropriate to the matter. The engagement must reflect the included scope and identify the legal client or clients; Customer’s purchase alone does not establish whom the firm represents. The firm controls professional judgment and required approvals. Company is not a law firm and receives privileged advice only with lawful authorization.

12.7(a) Filing Coordination. Entity and securities filings may overlap document review and proceed when the law firm determines that the applicable prerequisites and authorizations are satisfied. The initial Form D is filed when legally appropriate, not automatically upon entity formation or a call. Customer must promptly provide accurate filing information, signatures, access, approvals, and notice of the first securities sale and other relevant deadlines. Customer and counsel must confirm responsibility and timing for applicable filings, including excluded state notices. Neither Platform completion nor payment alone authorizes a lawful launch.

12.8 Out-of-Scope Work and Costs. Additional legal work is contracted directly with the law firm and billed to Customer at the hourly rates disclosed in its separate engagement, unless Customer and the firm agree another fee in writing. Before extra work begins, its scope and applicable rates or other fees must be disclosed and authorized; included work may not be reclassified as extra. Extras include custom waterfalls, governance or liquidity provisions, investor side letters and negotiations, additional funds or entities, feeders/offshore or parallel structures, specialized regulatory or tax analysis, amendments after completion of the included formation engagement, and ongoing compliance or administration. Annual reports, franchise taxes, tax returns/K-1s, and registered-agent renewals are Customer’s responsibility. Government filing fees for the included formation filings and first-year registered-agent fees are included under Section 12.4(a). Only costs outside that included scope may be separately payable as disclosed and authorized in the Order Form or separate engagement. No undisclosed third-party charge is authorized by this Agreement.

13. Representations, Warranties, and Disclaimers

13.1 Mutual Authority. Each Party has legal capacity and authority to enter into this Agreement and will comply with laws applicable to its performance. An entity Party represents that it is duly organized and validly existing; an individual Customer represents that the individual is at least eighteen (18) and legally able to contract. A person signing for an entity represents that the person is authorized to bind that entity. Signing solely as an entity’s authorized representative does not create a personal guarantee; an individual identified as Customer is personally bound.

13.2 Company Warranty. Company warrants that during the applicable Subscription Term: (a) the Platform will perform materially in accordance with the Documentation; (b) Professional Services will be performed in a professional and workmanlike manner; and (c) Company will not knowingly introduce malicious code into the Platform. Customer must notify Company of a warranty claim within thirty (30) days after discovering the nonconformity. Company’s exclusive obligation is to correct or re-perform the affected Service or, if Company cannot do so within a reasonable period, permit Customer to terminate the affected Service and receive a pro rata refund of prepaid, unused Monthly Subscription Fees. Starting Fee refunds are governed by Section 16.5.

13.3 Customer Warranty. Customer represents that Customer and its Authorized Users have authority to use Customer Data and will use the Services and Customer Outputs in compliance with this Agreement, applicable law, and third-party rights.

13.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES, BETA FEATURES, CUSTOMER OUTPUTS, DOCUMENTATION, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT CUSTOMER OUTPUTS WILL BE UNIQUE OR ACCURATE, OR THAT USE OF THE SERVICES WILL ACHIEVE A FUND LAUNCH, CAPITAL RAISE, INVESTMENT RESULT, LEGAL COMPLIANCE, OR OTHER BUSINESS OUTCOME.

14. Indemnification

14.1 Company IP Indemnity. Company will defend Customer against a third-party claim that Customer’s authorized use of the Platform infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay damages, costs, and reasonable attorney’s fees finally awarded or agreed in a settlement approved by Company. Company may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid, unused fees. Company has no obligation for claims arising from Customer Data; Customer’s modification or unauthorized use; combination with items not supplied by Company where the claim would not otherwise arise; continued use after notice; or a third-party service. This Section states Company’s entire liability for intellectual-property infringement.

14.2 Customer Indemnity. Customer will defend Company and its Affiliates, officers, directors, and personnel against a third-party claim arising from: (a) Customer Data or Customer’s lack of required rights or consents; (b) Customer’s or an Authorized User’s unlawful or prohibited use of the Services; (c) Customer’s fund formation, securities offering, capital-raising, investment, regulatory, tax, or investor activities; or (d) Customer’s distribution or reliance on a Customer Output without the review required by Section 6.2, except to the extent the claim is caused by Company’s breach, gross negligence, or willful misconduct. Customer will pay damages, costs, and reasonable attorney’s fees finally awarded or agreed in a settlement approved by Customer.

14.3 Procedure. The indemnified Party will promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party sole control of the defense and settlement. Delay in notice relieves the indemnifying Party only to the extent materially prejudiced. No settlement may admit fault by, impose non-monetary obligations on, or fail to fully release the indemnified Party without its written consent, not to be unreasonably withheld.

15. Limitation of Liability

15.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT APPLY TO AMOUNTS PAYABLE TO A THIRD PARTY UNDER AN INDEMNIFIED CLAIM WHICH REMAIN SUBJECT TO SECTION 15.3.

15.2 General Cap. EXCEPT AS PROVIDED IN SECTIONS 15.3 AND 15.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

15.3 Enhanced Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ITS BREACH OF SECTION 10 (CONFIDENTIALITY), ITS INDEMNIFICATION OBLIGATIONS, AND, FOR COMPANY, A SECURITY INCIDENT CAUSED BY COMPANY’S MATERIAL BREACH OF SECTION 9 OR SCHEDULE 2, WILL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

15.4 Application of Limits. To the maximum extent permitted by law, the caps in Sections 15.2–15.3 apply to all monetary liability under or relating to this Agreement, regardless of the legal theory, including contract, tort, statutory claims, and defense and indemnification costs, settlements, and awards. A breach of the access, acceptable-use, or community provisions does not create an exception to the applicable cap. The general and enhanced caps are not cumulative; aggregate recovery under both cannot exceed the enhanced cap. No limitation applies to the extent prohibited by applicable law. These caps do not reduce the agreed fees payable for Services or refunds expressly due under this Agreement; those are payment obligations, not additional damages. These limitations are a material basis of the bargain and apply notwithstanding failure of an exclusive remedy.

16. Term, Suspension, and Termination

16.1 Annual Term and Automatic Renewal. This Agreement continues until all Order Forms expire or terminate. Unless a signed Order Form expressly states otherwise, each Order Form has an initial twelve (12) month Subscription Term and AUTOMATICALLY RENEWS FOR SUCCESSIVE TWELVE (12) MONTH TERMS unless either Party gives nonrenewal notice at least thirty (30) days before the current term ends. Each renewal continues at the same Monthly Subscription Fee, payable monthly for twelve months, with no repeat Starting Fee. The recurring package and allowances continue, subject to permitted Credit changes under Section 7.7; benefits expressly designated one-time do not repeat. Except for changes expressly permitted by Sections 3.5, 3.6, and 7.7, a different renewal price or package requires a signed Order Form or amendment expressly providing for the change. A website or list-price change alone does not change Customer’s contracted monthly rate.

16.2 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches and fails to cure within thirty (30) days after written notice, except a payment breach has a ten (10) day cure period. Company may terminate affected access or an affected Order Form immediately on written notice for a material violation of Section 5.6 that cannot reasonably be cured, such as deliberate fraud, a scam, or a credible threat of violence. Curable or repeated conduct follows the notice and cure process, with protective suspension permitted under Section 16.4. Either Party may terminate immediately if the other Party becomes insolvent, ceases business without a successor, makes a general assignment for creditors, or becomes subject to a bankruptcy proceeding not dismissed within sixty (60) days.

16.3 Nonrenewal and Cancellation. Either Party may prevent the next renewal under Section 16.1. Customer may send nonrenewal notice to the cancellation email specified in the Order Form, or use an available account cancellation control that records the request. Email notice is effective when received at the designated address and does not require Company’s discretionary approval or acknowledgment. Nonrenewal takes effect at the end of the current term; access and monthly payment obligations continue until then, with credit for amounts already prepaid. Except for an express early termination right in this Agreement, the Order Form, or applicable law, stopping use, requesting midterm cancellation, or revoking payment authorization does not cancel the current annual commitment. Company will confirm the scheduled end date in writing. Termination of the MSA terminates an Order Form only when a contractual termination right applies and the notice identifies that Order Form.

16.4 Suspension and Community Enforcement. Company may remove prohibited content, restrict a participant, or suspend affected access on a reasonable, good-faith determination of a material security threat, unlawful use, violation of Section 5.6, other material acceptable-use violation, or legal requirement. Measures must be proportionate and limited to the affected person, community space, event, account, or function where reasonably feasible. For curable misconduct, Company will ordinarily explain the issue and give a reasonable opportunity to correct it; immediate protective action is permitted for fraud, scams, threats, serious harassment, or other urgent risks, with prompt notice afterward where lawful. Company may permanently remove a participant from community spaces for serious or repeated violations; broader termination must meet Section 16.2. Customer may request review through its account manager or support, and Company will consider relevant information in good faith. Suspension ends when its grounds are resolved, except a justified permanent community removal. A community restriction alone does not cancel the annual payment commitment or unrelated purchased services; express remedies for Company breach and mandatory legal rights remain available.

16.5 Effect of Termination. Upon expiration or termination of paid Services, paid access ends except for a continuing account under Section 16.8, accrued payment obligations remain due, and each Party will return or destroy Confidential Information subject to Section 8.4 and applicable retention duties. When Customer validly terminates for Company’s uncured material breach or another express early termination right, future Monthly Subscription Fees for the terminated period are no longer due and Company will refund prepaid subscription fees allocable to that period. The Starting Fee is non-refundable except as expressly agreed in writing or required by applicable law; it is not charged again on renewal. Other references to refunds of prepaid, unused fees in this Agreement do not independently make the Starting Fee refundable. If Company terminates for Customer’s uncured breach, committed unpaid fees for the current term become due only to the extent enforceable under applicable law. Nonrenewal alone does not accelerate the remaining monthly payment dates.

16.6 Survival. Sections that by their nature should survive will survive, including payment obligations, confidentiality, ownership, permitted use of lawfully obtained Outputs, disclaimers, indemnification, limitations of liability, effect of termination, regulated-activity provisions, and general terms.

16.7 Mandatory Rights. Nothing in this Agreement limits any notice, disclosure, cancellation right, or other right or remedy that cannot lawfully be waived. Applicable mandatory requirements control over conflicting provisions of this Agreement.

16.8 Free or Lower-Tier Accounts. If paid access ends or is suspended for nonpayment, Customer may retain an available free account or elect an available lower-tier plan, subject to its disclosed limits and applicable conduct and security restrictions. Any newly paid plan requires Customer’s agreement to its price and terms. Such a transition does not itself cancel or reduce amounts owed for the current annual term, constitute timely nonrenewal, or create overlapping paid charges without authorization. A lower-tier or free account does not include unused Formation Services, account management, paid Credits, or other paid benefits unless expressly included in that plan; Section 12.6 protects an already accepted formation engagement. Company will disclose material storage or feature reductions and provide the export opportunity in Section 8.4. Data retained from the paid relationship remains protected as stated in Sections 8.4–8.5 and Schedule 2.

17. Regulated Activities and Legal-Tech Separation

17.1 No Professional Advice by Company. Company provides software and specified business services, not legal, tax, accounting, investment, securities, fiduciary, or other regulated professional advice. Company is not a law firm, accounting firm, tax adviser, registered investment adviser, broker-dealer, placement agent, finder, bank, fund administrator, fiduciary, or securities exchange. Professional advice and legal work included through Formation Services are provided by independent professionals under Section 12 and their separate engagements, not by Company.

17.2 Legal Tech. Any legal-document feature is a self-help, template-based drafting tool at Customer’s direction. It does not create an attorney-client relationship or privilege. Working legal drafts are not final, executable, or legally sufficient until independently reviewed and approved by a licensed attorney admitted in the relevant jurisdiction. Authorized Users must accept the then-current Legal Tech Acknowledgment before using the feature.

17.3 Securities Compliance. Customer is solely responsible for determining and complying with all laws applicable to its offering, fund, adviser, marketing, investor qualification, filings, and operations, including registration or exemption requirements, restrictions on general solicitation, accredited-investor verification, anti-fraud rules, state notice filings, investment-company exclusions, investment-adviser requirements, commodity laws, ERISA, AML/KYC, sanctions, and tax requirements.

17.4 No Earnings or Fundraising Representations. Company does not solicit securities transactions or introduce investors for transaction-based compensation. Company makes no representation that Customer will or may earn income, profits, management fees, or investment returns exceeding the amounts paid for the Services, or that purchasing the Services will produce any particular business result. Company does not promise investor introductions, capital raised, customers, or a successful or profitable fund. Fees purchase software access and the specified services, not an investment return. Nothing in this Agreement waives any disclosure, cancellation, or other right required by applicable law.

17.5 Independent Counsel. Customer acknowledges that it has had the opportunity to review this Agreement with independent counsel and will engage qualified counsel and other professionals for matters requiring professional judgment.

18. Publicity and Aggregate Metrics

18.1 Customer Marks. Company may identify Customer by name and logo in a non-prominent customer list only if the Order Form permits it or Customer separately consents in writing. Any case study, testimonial, press release, or public description of Customer’s results requires Customer’s prior written approval.

18.2 Aggregate Metrics. Company may use and disclose aggregate, de-identified metrics that do not identify Customer, an Authorized User, an investor, or a specific transaction, provided Company does not represent the metrics as guaranteed outcomes.

19. Compliance with Laws

19.1 General Compliance. Each Party will comply with laws applicable to its performance. Customer is responsible for laws applicable to Customer’s business, data, offerings, investors, and use of Customer Outputs.

19.2 Sanctions and Export. Customer will not provide access to a prohibited person or in a comprehensively sanctioned jurisdiction, and will comply with applicable export-control, sanctions, and anti-boycott laws.

19.3 Anti-Corruption. Neither Party will offer, promise, authorize, or provide an improper payment or thing of value in connection with this Agreement in violation of applicable anti-bribery or anti-corruption law.

20. General

20.1 Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt. Notices to Company go to Fund Launch Labs, Inc., 3400 North 1200 West, Suite 201, Lehi, Utah 84043, Attn: Legal, and [email protected]. Notices to Customer go to the address or legal-notice email in the Order Form. Notices are effective on receipt. Nonrenewal and cancellation requests follow Section 16.3, including its simpler email-receipt rule; billing and Credit-change notices may be sent to the billing contact.

20.2 Governing Law; Dispute Escalation. Utah law governs without regard to conflict-of-law rules. Before commencing formal proceedings, a Party will provide written notice of the dispute and each individual Party or an authorized executive of each entity Party will attempt in good faith to resolve it for thirty (30) days. This requirement does not prevent a Party from seeking urgent equitable relief.

20.3 Arbitration; Class and Jury Waivers. Except for the exceptions below, unresolved disputes will be resolved by confidential, binding JAMS arbitration under its Comprehensive Arbitration Rules before one arbitrator in Salt Lake City, Utah, with remote participation where agreed or required. Judgment may be entered in a court with jurisdiction. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES JURY TRIAL AND WILL BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A CLASS OR REPRESENTATIVE ACTION. Either Party may bring an eligible individual claim in small claims court or seek temporary or equitable relief in a court with jurisdiction to protect Confidential Information, intellectual property, or security. If JAMS Consumer Minimum Standards apply, they control any conflict, including required fee allocation, access to an appropriate hearing location, and preservation of statutory remedies. No nonwaivable right or remedy is excluded by this Section.

20.4 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except a Party may assign it without consent to an Affiliate or in connection with a merger, reorganization, change of control, or sale of substantially all assets, provided the assignee is not a direct competitor of the non-assigning Party and assumes all obligations. Any prohibited assignment is void. Notwithstanding the Affiliate exception, an individual Customer may transfer this Agreement to a subsequently formed business only with Company’s prior written consent and that business’s written assumption of the obligations. The individual remains responsible unless Company expressly releases the individual in writing; formation of an entity alone does not transfer this Agreement.

20.5 Independent Contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, fiduciary, employment, or exclusive relationship, and neither Party may bind the other.

20.6 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor dispute, governmental action, utility or internet failure, widespread cyberattack, or failure of a critical third-party provider, if the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate and resume performance. This Section does not excuse payment for Services already provided.

20.7 Waiver; Severability. A waiver must be in a writing signed by the waiving Party and is limited to the stated instance. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain effective.

20.8 Entire Agreement; Amendments. The Order Form, the version of this MSA incorporated under Section 2.5, and the other expressly incorporated documents are the complete agreement concerning their subject matter and supersede prior or contemporaneous proposals, communications, and agreements. An amendment must be in writing and signed by both Parties, individually or through their authorized representatives. No unilateral online update amends the Agreement. Operational changes expressly authorized by the accepted MSA, including Section 7.7, are governed by those provisions and do not otherwise amend the Agreement.

20.9 Counterparts and Electronic Signatures. Each Order Form and signed amendment may be executed in counterparts and through PandaDoc or another electronic-signature service. By signing an Order Form that expressly incorporates this MSA, each Party accepts that Order Form, the identified version of this MSA, and its Schedules 1 and 2, whether linked or attached; no separate signature on this MSA is required. Each signer agrees individually if the signer is Customer, or on behalf of the entity Party the signer is authorized to represent. The MSA must be made available before signature under Section 2.5. Electronic signatures and copies have the same effect as originals. Each Party may retain the completed Order Form, the incorporated MSA, and the electronic signing record.

20.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” “Written” and “in writing” include email where this Agreement permits email notice. Neither Party will be treated as the sole drafter. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

SCHEDULE 1 — STANDARD SUPPORT

This Schedule applies to the annual Platform subscription unless the signed Order Form states otherwise. Marketplace appointments, events, and third-party professional services follow their separate booking or engagement terms.

1. Support Channels and Hours. Customer may submit requests by designated email or in-Platform support. Standard hours are 8:00 a.m.–6:00 p.m. Mountain Time on business days, excluding Company holidays. Company may respond to Severity 1 incidents after hours when reasonably available. Customer also has an assigned account manager under MSA Section 4.4; this does not expand the response targets or create 24/7 dedicated support.

2. Severity and Initial Response Targets. Company will use commercially reasonable efforts to meet the targets below, measured during support hours after Customer provides enough information to evaluate the issue.

Severity	Definition	Initial response target	Update target
S1 — Critical	Production Platform unavailable for most Authorized Users; no reasonable workaround.	4 business hours	Daily while active
S2 — High	Material function unavailable or severely degraded; limited workaround.	1 business day	Every 2 business days
S3 — Standard	Non-critical defect, question, or request with a reasonable workaround.	2 business days	As material progress occurs

SCHEDULE 2 — DATA PROCESSING AND SECURITY SCHEDULE

This Schedule applies to personal data Company processes on Customer’s behalf as a processor, contractor, or service provider. Independent processing is addressed in MSA Sections 6.5 and 8.2 and the Privacy Policy. Nothing in this Schedule authorizes independent training or reuse prohibited by applicable law.

1. Instructions and Purpose Limitation. For processing covered by this Schedule, Company will process personal data only on Customer’s documented instructions to provide, support, and secure the Services, for improvements permitted by applicable processor/service-provider rules, or as required by law. General training permission in MSA Section 6.5 does not override those restrictions. If Company believes an instruction violates applicable data-protection law, it may suspend that instruction and notify Customer.

2. Confidentiality. Company will ensure personnel authorized to process personal data are subject to appropriate confidentiality obligations and receive relevant privacy and security training.

3. Security Measures. Company will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data and the risks of processing. These include encryption in transit and at rest; access controls and role-based permissions; reasonable security assessment, vulnerability-management, and remediation practices; and an incident-response process. Company may update its safeguards without materially reducing overall protection. This provision does not represent that Company holds any particular security certification or independent audit report; any additional customer-specific control must be expressly agreed in writing.

4. Subprocessors. Customer authorizes Company to use subprocessors to provide the Services. Company will impose data-protection obligations materially consistent with this Schedule and remains responsible for their performance to the extent required by law. Company will make a current list of material subprocessors available on request and provide commercially reasonable advance notice of a new material subprocessor. Customer may object on reasonable data-protection grounds within fifteen (15) days. The Parties will work in good faith on a solution; if none is reasonably available, Customer may terminate the affected Service and receive a pro rata refund of prepaid, unused fees.

5. Data Subject and Regulatory Assistance. Taking into account the nature of processing, Company will reasonably assist Customer with verified data-subject requests, security assessments, breach notifications, data-protection impact assessments, and regulator consultations required by applicable law. Customer will reimburse Company’s reasonable costs for assistance that is disproportionate to the Services or arises from Customer’s acts, unless the need results from Company’s breach.

6. Security Incidents. Company will handle Security Incidents in accordance with Section 9.2 of the MSA. Company’s notification is not an admission of fault or liability. Customer is responsible for notifications concerning Customer’s systems, decisions, or independent legal obligations, with Company’s reasonable cooperation.

7. Audits. Customer may request Company’s then-current security materials and any existing independent audit reports once annually under confidentiality. This does not require Company to obtain a certification or commission an audit not otherwise required by law or a signed agreement. If applicable law requires further review, the Parties will arrange a narrowly scoped remote audit by an independent auditor during business hours, without access to other customers’ data or material disruption. Customer bears audit costs unless the audit identifies Company’s material breach.

8. Return and Deletion. Company will retain, export, and delete personal data under Sections 8.4–8.5 of the MSA, including where Customer continues on a free or lower-tier account. This Schedule continues to protect personal data retained from the paid relationship until deleted. Legally required retention does not authorize unrelated use.

9. International Transfers. If regulated personal data is transferred without an applicable adequacy decision, the Parties will execute then-current transfer terms required by the GDPR, UK GDPR, or Swiss law. Those terms control only for the regulated transfer.

10. U.S. Service-Provider Commitments. For personal data processed under this Schedule and subject to U.S. state privacy laws, Company will act as the applicable processor, contractor, or service provider; will not sell or share that data for cross-context behavioral advertising; and will not retain, use, disclose, or combine it except to provide the Services or as otherwise permitted by applicable law. MSA Section 6.5 does not authorize conduct prohibited by these requirements.

Processing Details

Subject matter	Hosting and operating the Fund Launch AI Platform and providing the Services in the applicable Order Form.
Duration	The paid Subscription Term, any continuing free or lower-tier account retaining Customer Data, and the limited retention periods in MSA Sections 8.4–8.5.
Nature and purpose	Collection, storage, organization, retrieval, consultation, analysis, generation, transmission, support, security, deletion, and other processing necessary to provide the Services.
Data subjects	Authorized Users; Customer personnel; investors and prospective investors; limited partners; advisers; service providers; counterparties; and other individuals whose data Customer submits.
Personal-data categories	Identity and contact information; professional and employment information; account and authentication data; fund and transaction information; communications; uploaded documents; usage and support information; and other data selected by Customer.
Sensitive data	Not intended unless specifically authorized in the Order Form. Where authorized, may include government identifiers, financial information, citizenship or beneficial-ownership data, or other regulated data necessary for an enabled feature.
Frequency	Continuous or as initiated by Customer during the applicable paid or continuing account, plus limited retention and deletion processing.