Last updated on April 18, 2024

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EXHIBIT B – MASTER SUBSCRIPTION AGREEMENT

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AIDENTIFIED ONLINE TERMS FOR NORTHWESTERN MUTUAL USERS

Last updated April 18, 2024

The Services defined herein are specifically provided by Aidentified, Inc., with a registered address at 33 Bradford Street, Concord, MA 01742 to a Northwestern Mutual Affiliate (“Customer” “you” or “User”). This document may refer to the service provider as “Aidentified,” “we,” “us,” or “our.”

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Aidentified provides to the User: (1) subscription-based data services which include, but are not limited to, our super-targeted prospecting and relationship mapping tools that can be accessed through our website (“Web Application”), (2) a website(s) that may be accessed at https://www.aidentified.com/ (“Site”), (3) a software application that may be downloaded to your smartphone to access the Web Application (“Mobile Application”), and (4) other data services which may or may not be accessible through the Web Application and Mobile Application (“Data Services”).  The term “Services” means the Site, Web Application, Mobile Application, and Data Services provided by Aidentified.

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This User agreement for Services (“specifically, the “NWM Agreement” or the “Agreement”) is by and between you D and Aidentified, and governs your access to, and use of, Aidentified’s Services. By accessing and/or using any of our Services, you agree to be bound by this User Agreement. Your use of our Services is also subject to the terms of the Aidentified Privacy Policy (“Privacy Policy”), a current copy of which is available for your review here: https://www.aidentified.com/privacy-policy/. Modifications to the Privacy Policy during the term will not apply to you unless such modifications are required for Aidentified to comply with applicable laws, rules, and regulations. Further, any provision in the Privacy Policy notwithstanding, Aidentified will not sell your data or personal information unless you Opt-In to allow Aidentified to sell your data. Links to the Aidentified Terms and Conditions within the Privacy Policy are for the convenience of Aidentified and will not apply to your relationship with Aidentified. Users who download, access, and/ or use our Mobile Application by way of Apple’s iOS operating system or a Google device are also subject to the terms of these third-party providers.

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This NWM Agreement provides you with other or additional rights as compared to the Aidentified general online Terms and Conditions, https://www.aidentified.com/terms-conditions/ and the terms of this NWM Agreement govern your online subscription with Aidentified.

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1. ONLINE SUBSCRIPTIONS TO OUR WEB APPLICATION You are paying with a credit card (or via bank transfer) online and agreeing to this NM Agreement in the context of a yearly subscription to our Web Application, except if you have agreed in writing with Aidentified to be invoiced separately (typically if the subscription is for multiple users).

Please note that: a) the subscription period (which does not include any initial trial period) you are agreeing to is for the period of one (1) year from the date of payment; b) that you are paying for the cost of a one-year subscription at the terms agreed to upon your online sign-up for the Web Application (either on a monthly or yearly payment schedule: annual payments are made up front by credit card and monthly payments will automatically be withdrawn based on your credit card or bank information on file); and, c) that the subscription period will auto-renew at the end of the one-year period, unless you cancel your subscription before the end of the yearly term.

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You will receive an automated notification sixty (60) days, and then again at thirty (30) days, before your renewal date that your renewal is approaching and will automatically extend, unless you contact Aidentified and cancel your subscription. Early terminations (before the one-year period has ended) are still subject to the yearly agreed-upon fee…

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2. SPECIFIC TERMS FOR NWM AGREEMENT

I. SUBSCRIPTIONS, PAYMENT AND SUPPORT
‍You are paying online for a one-year subscription to the Web Application for the number of Users you have agreed on with Aidentified at the pricing set forth in the Channel Partner Resale Agreement dated November 15, 2021 (and any amendments thereto) unless otherwise agreed to by you and Aidentified.

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Each User will be able to download up to 5,000 profiles/year. Additional download profiles can be purchased by contacting your Aidentified representative.

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The subscription also includes seats for 5 Light Users. Light Users are users who have access to Aidentified’s Web Application to share their address book, LinkedIn, and other personal connections with the Customer’s licensed user(s).

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Payment is due by credit card or bank transfer upon signing up in the Web Application.

TRAINING/SUPPORT Aidentified supports Users in a comprehensive manner, providing training upon initial sign-up/launch for new Users and periodic guidance for Users to encourage workflow adoption for continued success.  The initial launch training to Users will include:

• Two 1-hour onboarding, training & guidance sessions.
• Instruction on importing LinkedIn connections.
• Build-out of Teams within the Service.
• Periodic distribution of best practice information including specific tips on usage and updates on data and attributes.

See also Exhibit A to this NWM Agreement.

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II. TERMINATION PROVISIONS  Either party may terminate this Agreement: (i) immediately upon giving notice of any material breach by the other party if the nature of the breach is such that it cannot be remedied; or (ii) upon thirty (30) calendar days following written notice to the other party of a material breach if the other party has not remedied such breach within that thirty (30) calendar day period.

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Upon termination of this Agreement Aidentified shall immediately stop all Services and each party shall promptly return or, if so directed by the other party, destroy all originals and copies of any Confidential Information received from the other Party and all information, records and materials developed therefrom within thirty (30) days of termination of the Agreement , and certify to any such deletion or destruction by authorized email to the other party, except that each party may keep a copy of such Confidential Information for legal record retention purposes.  Notwithstanding the foregoing, Users shall have a continuing license and right in perpetuity to use the Data (as defined below) they have received through the Services for the intended purposes even after the Agreement has terminated or expired.

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III. INTELLECTUAL PROPERTY RIGHTS

i. As between the parties, Aidentified is and shall remain sole owner of all right, title and interest in and to the Aidentified Service and any data generated by or accessed through the Aidentified Service including but not limited to the data contained in the executive profiles and other information shared with Customer as part of the subscribed Services (the “Data”), including any modifications and improvement thereto, and all intellectual property rights embodied therein. The term ‘Data” shall not include, however, the connections and information related to the connections that Customer or its users upload into the Service for processing (the “Customer Connections”).  As between the parties, Customer shall be the  owner of the Customer Connections and reserves all ownership rights therein; provided, that Customer hereby grants to Aidentified a limited, non-exclusive, revocable right during the term of this Agreement to use the Customer Connections for the sole purpose of providing the Services to Customer.

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ii. Aidentified, under its intellectual property rights, hereby grants to Customer:

a) During the Term, a non-exclusive, non-transferable, non-sublicensable, subscription license to access and use the Aidentified Service and a perpetual license and right to use the Data retrieved through the Service, solely for the purposes permitted under this Agreement for use by Customer and its employees in accordance with and subject to the terms of this Agreement. Access by Customer and its employees to the Service and Data shall: (i) be limited to cloud-based access to an instance of the Aidentified Service that resides in object code form on servers controlled by Aidentified; and (ii) the access shall be via a browser approved by Aidentified, the Aidentified’s mobile Service, or an Application Programming Interface (API). If Customer exports Data from the Service, Customer and its employees may access the Data through such methods as Customer reasonably deploys for such access (i.e., access need not be through the Aidentified cloud-based platform once exported).

b) During the Term, a nonexclusive license to access and use (but not modify), solely in connection with Customer’s use of the Aidentified Service: (i) the documentation (where provided); and (ii) the APIs, to the extent available and, if available, to the extent the Aidentified configures access to the Aidentified Service through the APIs.

iii.Customer shall not, and shall not cause or permit others to:

1. 1. Remove or modify any program markings or any notice of Aidentified’s proprietary rights;
   2. Make the Services, Data or other materials resulting from the Aidentified Service available in any manner to any third party other than a Customer employee for use in Customer employee’s business operations;
   3. Use the Aidentified Service or Data: (i) in any way prohibited by local, state, federal or international applicable laws, rules and regulations, including, but not limited to, those pertaining to privacy, marketing, advertising, telemarketing, and housing, employment and finance-related discrimination laws; (ii) as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; (iii) to violate the legal rights of others; (iv) to attempt to gain or to gain unauthorized access to or disrupt any third party service, device, data, account or network; (v) to distribute spam or malware; (vi) in a way that could materially harm the functionality or performance of the Aidentified Service; or (vii) in violation of the terms and conditions of this Agreement.
   4. Use the Aidentified Service or Data to act as a service bureau or otherwise permit unauthorized third parties to obtain services under this Agreement.
   5. Modify, disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of any part of the Aidentified Service, or access or use the Aidentified Service or Data in order to develop or support, and/or assist in developing and/or supporting, products or services competitive to the Aidentified Service.

iv. Except as otherwise expressly provided herein, nothing in this Agreement shall be construed as an acquirement, assignment or transfer of right, title or interest in or to any intellectual property right of either party. Any rights granted to a party under this Agreement must be expressly provided herein, and there shall be no implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted herein are reserved.

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v. Each party agrees to promptly notify the other party in writing of any third party infringement or unfair competition of which it becomes aware. The owner of the infringed property shall have the right, in its sole discretion, to decide whether or not to pursue legal action to stop the infringement and the other party shall provide reasonable cooperation to the owner subject to the owner bearing the expenses incurred by the other party in connection with providing such cooperation.

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vi. Aidentified represents and warrants to Customer that,

(i) Aidentified has all rights necessary to provide the Data to Customer and to grant the license to Customer as provided in this Agreement; (ii) Aidentified has obtained or has had others obtain all necessary consents from Data subjects in accordance with the Rules (defined below); (iii) the consumer or data subject to whom specific Data relates has not opted out of the collection, use, or disclosure of such Data prior to its collection, use or disclosure (iv) Aidentified has complied with all Rules applicable to the Data provided under this Agreement, or if Aidentified is a licensee of the Data, Aidentified has required the same of the licensor; and (v) no claim of infringement of any data, privacy, publicity or similar rights of any third party (whether or not embodied in an action, past or present) has been threatened or asserted, and no such claim is pending against Aidentified or, to the best of Aidentified’s knowledge, against any entity from which Aidentified has obtained such rights. For the purposes of this Agreement, “Rules” shall mean (to the extent applicable based on the relevant context and data attributes): (a) all laws, rules, regulations, regulatory guidance and self-regulatory guidelines (including without limitation mobile and social media platform rules and policies governing the onward transfer of personal information) applicable to the collection and delivery of each element of the Data, including without limitation any requirements relating to notice, opt-out, and in the case of location, direct marketing, or other information requiring opt-in consent, any express, affirmative or other required consent, and any documentation requirements, (b) all United States Federal Trade Commission (“FTC”) rules and guidelines regarding the collection, use and/or disclosure of information from or about a unique user of a website, Service and/or mobile website and/or the device associated with such user, including without limitation the FTC Mobile Privacy Report dated February 2013 (currently available at http://www.ftc.gov/opa/2013/02/mobileprivacy.shtm); and (c) applicable data protection and privacy laws and regulations for data held or processed within the U.S., which shall include the California Consumer Privacy Act (“CCPA”) including all of CCPA amendments, the California Privacy Rights Act (“CPRA”) and CPRA regulations, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Virginia Consumer Data Protection Act, the Utah Consumer Privacy Act, and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) (which may collectively be referred to as “Privacy Laws”).

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IV. USERNAMES AND PASSWORDS Customer and Aidentified shall ensure that Customer’s usernames and passwords to the Aidentified Service are treated as Confidential Information. Customer shall be liable for any use of Aidentified Service by means of its usernames and/or passwords as it were its own use, excluding any liability to the extent caused by a breach by Aidentified of its representations, warranties or obligations hereunder or gross negligence by Aidentified.

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In the event either party becomes aware of that any of Customer’s passwords have become known to a third party it shall promptly notify the other party of this at which time Aidentified may suspend the relevant user accounts until it has assured itself of the continued security of the Aidentified Service and the integrity of any data stored therein. Aidentified may also elect to monitor the use of such accounts in order to detect and trace any misuse of the Software as a Service. Aidentified shall be entitled to suspend or revoke any usernames and password that it reasonably suspects are being misused without prior notice to Customer; provided, however, that Aidentified shall use commercially reasonable efforts to provide Customer with prior notice to such suspension or revocation of any usernames or passwords.

Customer shall, at Aidentified’s instructions, change its usernames and/or passwords as may be necessary or expedient in order to ensure the continued security of the Aidentified Service. Aidentified may also provide Customer entirely new user accounts for the same reason, which accounts Customer shall thereafter use when accessing the Aidentified Service.

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V. CONFIDENTIALITY OBLIGATIONS

Each party acknowledges that confidential information (including, but not limited to, Customer information, trade secrets and confidential technical, financial and business information) (collectively, “Confidential Information”) may be exchanged between the parties. Without limitation, Confidential Information of Customer includes: (i) any technical and/or business information relating to Customer or its affiliates’ products, research and development, production, costs, information systems, profit or margin information, finances, business processes or procedures, future business plans; (ii) any information, data or materials containing personally identifiable information regarding current, prospective or former applicants, policy owners, insureds, payers, beneficiaries, annuitants, employees, agents, contractors, and/or any other client of either party or its affiliates; and (iii) Customer Connections. Each party shall use no less care than the care it uses to protect its similar confidential and proprietary information, but in any event not less than reasonable care, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other party. Each party agrees that it will not disclose or use the Confidential Information of the other party except for the purposes of this Agreement and as specifically authorized herein. The receiving party will promptly report to the disclosing party any unauthorized use or disclosure of Confidential Information that it becomes aware of and provide reasonable assistance in the investigation and prosecution of any such unauthorized use or disclosure. Confidential Information shall not include information that is: (a) already known by the receiving party without an obligation of confidentiality; (b) publicly known or becomes publicly known through no unauthorized act of the receiving party; (c) rightfully received from a third party without any obligation of confidentiality to the disclosing party; (d) independently developed by the receiving party without use of the Confidential Information of the disclosing party; (e) approved by the disclosing party for disclosure in writing; or (f) required to be disclosed pursuant to a subpoena, or requirement of a governmental agency or law so long as the receiving party provides the disclosing party with notice prior to any such disclosure (to the extent permitted by law) and takes all reasonable steps to maintain the information in confidence. These confidentiality obligations shall remain in effect with respect to the other party’s Confidential Information after the expiration or termination of this Agreement until such information is no longer deemed within the definition of Confidential Information. The parties acknowledge that its breach of the foregoing confidentiality obligations would cause the other party great and irreparable injury for which there would be no adequate remedy at law. Accordingly, the disclosing party shall be entitled to injunctive relief or a protective order and any other relief available under this Agreement, at law or in equity. The disclosing party shall also receive all other relief awarded by the court. Aidentified is not acting as the system of record for Customer Confidential Information, will not retain any Customer Confidential Information following the term of this Agreement, will purge its systems of Customer Confidential Information following termination or expiration of this Agreement, and will  promptly provide Customer with a written notice certifying that all copies of Customer Confidential Information have been deleted in a secure manner so as to prevent unauthorized access to such data.

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VI. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other and such other party’s officers, directors, employees, and agents (each, an “Indemnitee”) from and against any and all claims, reasonable expenses (including attorneys’ fee), damages, losses, and obligations arising out of any third party claim (collectively, the “Claim”) as a result of the indemnifying Party’s gross negligence, willful misconduct, or breach of its obligations under this Agreement, except to the extent any such Claim is caused by an Indemnitee’s gross negligence, willful misconduct, or breach of this Agreement. Aidentified further agrees to indemnify, defend and hold harmless the Customer Indemnitees from and against any and all Claims alleging that the Services, the Data or the collection, processing, distribution or use of the Data pursuant to this Agreement violates, misappropriates or infringes upon the intellectual property, proprietary, privacy, publicity, or other rights of any third party. Neither party will be required to indemnify the other party unless the Indemnitee: (i) provides prompt written notice of a claim to the other party; (ii) cedes sole control of the defense and all related settlement negotiation to the other party, subject to the Indemnitee being released of all claims; and (iii) provides the other party with all necessary assistance in the defense, at the expense of the indemnifying party. Aidentified will not have defense and indemnity obligations for any liabilities arising from the modification, combination or adaptation of the Services provided hereunder where such infringement would not have occurred but for such modification, combination or adaptation.

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VII. LIMITATION OF LIABILITY

AIDENTIFIED SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR ANY LOSS OF REVENUE, GOODWILL, PROFITS, DATA (except for confidentiality and data security obligations), INVESTMENTS, USE OF MONEY OR USE OF FACILITIES, INTERRUPTION IN USE OR AVAILABILITY OF DATA (except for SLA obligations), STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH (i) THIS AGREEMENT; OR (ii) THE SERVICES, OR (iii) CUSTOMER’S PARTICIPATION IN THE SERVICES; OR (iv) ANY OTHER CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT, INDEMNITY, OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THESE TERMS OR OTHERWISE, INCLUDING MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO AIDENTIFIED UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH A CLAIM, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE. THE FOREGOING WAIVERS AND LIMITATIONS SHALL NOT APPLY TO RECKLESSNESS, GROSS NEGLIGENCE, INTENTIONAL ACTS, FRAUD, MISCONDUCT, MISREPRESENTATION, VIOLATION OF LAW, CONFIDENTIALITY AND DATA SECURITY OBLIGATIONS, OR INDEMNITY OBLIGATIONS. PRIVACY AND CYBERSECURITY CLAIMS SHALL BE SUBJECT TO A LIABILITY CAP OF $2,000,000 (WHICH CAP AMOUNT SHALL AUTOMATICALLY INCREASE CONSISTENT WITH ANY INCREASE IN AIDENTIFIED’S LIMITS FOR CYBER RISK INSURANCE UNDER SECTION 10.15). CUSTOMER MAY RECOVER DAMAGES UP TO THE CAP AMOUNT REGARDLESS OF WHETHER THE UNDERLYING INSURANCE COVERS THE CLAIM.

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VIII. WARRANTIES

i)     Each party represents and warrants to the other that: (1) no consent of any person or entity who is not a party to this Agreement is necessary in order for this Agreement to be fully and completely binding on the parties and their permitted successors and assigns; (2) it is the owner or authorized licensee of the Service, software, technology, intellectual property, Marks and other proprietary information and property licensed to the other party under this Agreement; (3) it has not falsely identified itself nor provided false information to gain access to, or use of, the other party’s Service, software, technology, Confidential Information and proprietary information; and (4) it will comply with all applicable laws.

ii)     Aidentified represents that the delivery and use of the Service and Data do not (1) infringe on any third party’s copyright, patent, trademark, trade secret, contractual or other proprietary rights or right of publicity of privacy; (2) violate any applicable law, statue, ordinance, contract, online terms of use, privacy policy or notice, or regulation; (3) contain defamatory or libelous material; (4) violate any laws regarding unfair competition, anti-discrimination, or false advertising; or contain viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.

iii)   Each party represents that it has and will comply with all applicable federal and state laws and regulations relating to privacy and data protection.

iv)   DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AIDENTIFIED MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR THE DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DATA, THE SERVICE AND ALL ASSOCIATED CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AIDENTIFIED AND ITS LICENSORS.

v)   In addition, except for SLA commitments, Aidentified makes no representation that the operation of the Aidentified Service or the Aidentified site will be uninterrupted or error-free, and Aidentified will not be liable for the consequences of any interruptions or errors. The warranties in this Agreement are for the parties’ sole benefit and may not be extended to any other person or entity.

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IX. GOVERNING LAW

This Agreement is governed by and interpreted in accordance with the internal laws of the State of New York without regard to (a) conflicts of laws principles, and (b) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located as follows: If Customer is the defendant, in the state and county courts located in the state and county of Customer corporate headquarters; if Aidentified is the defendant, in the state and county courts located in New York, New York USA, and each party waives any claim that a more convenient forum can be found.

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X. NOTICES

All notices from Aidentified to Customer under this Agreement shall be sent by email to the Customer contact information on record. It is Customer’s sole responsibility to keep its contact information current with Aidentified. Customer will be deemed to have received any email sent to the Customer account email address upon Aidentified’s sending it, whether or not Customer actually receives it. All notices from Customer to Aidentified must be in writing via email, to the attention of Darr Aley (DAley@aidentified.com).  Such notices will be deemed to have been received by Aidentified upon an email response by Aidentified.

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XI. SUPPORT SERVICES

During the Term and as long as Customer continues to pay all fees in accordance with the terms of the Agreement, Aidentified shall provide to Customer and its employees the support services as detailed in Exhibit A and in accordance with this Agreement.

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XII. MISCELLANEOUS

i.       Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign or transfer without such consent to a successor to all or substantially all of its assets or business, provided that Customer must notify Aidentified in writing within 30 days of any assignment, and any assignee of Customer must agree in writing to assume and be bound by all of Customer’s obligations under this Agreement.

ii.      Relationship of the Parties. The parties are independent contractors.  This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

iii.     Publicity.  Aidentified shall not use the name, trade name, trademarks, service marks, and/or logo of Customer and/or its subsidiaries or affiliates in any communications (written, verbal or electronic), including publicity releases, advertising or sales activities or brochures, or similar written materials or activities, without the prior written consent of Customer.

iv.     US Privacy Law Compliance/Service Provider Provision.    This section applies only where, and to the extent that, Aidentified processes Personal Information that is subject to the California Consumer Privacy Act (“CCPA”), Consumer Privacy Rights Act (“CPRA”), CCPA and CPRA regulations, or any other applicable state Privacy Laws on behalf of User as a Service Provider in the course of providing the Services pursuant to this NWM Agreement. In this section, references to sections of the CCPA are to those sections as amended by the CPRA. The definitions of “Business”, “Collects” (and “collected” and “collection”), “Consumer”, “Business Purpose”, “Sell” (and “selling”, “sale”, and “sold”) and “Service Provider” shall have the meanings given to them in §1798.140 of the CCPA.

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This section does not include personal information collected in accordance with Aidentified’s privacy policy https://www.aidentified.com/privacy-policy/, for which Aidentified is the business that collects such personal information from consumers and determines the purposes and means of its processing.

a)  Classifications

i.      All classifications in this section respect the parties’ relation to the Content within the Services.

ii.     For the purposes of this Agreement and the Services provided, Aidentified shall be considered a Service Provider with respect to consumer data utilized as defined under California Civil Code §1798.140(ag).

iii.    User shall be considered a third party or other applicable status with respect to consumer data utilized under California Civil Code §1798.140(ai). Customer, accordingly, is not required to provide notice to the consumers under § 1798.115(d) of the California Civil Code.

b) Data Protection

i.     Service Provider appointment: To the extent User is a Business, it appoints Aidentified as its Service Provider to Collect and process the Personal Information for the Business Purpose. Aidentified is responsible for its compliance with its obligations under this Addendum and for compliance with its obligations as a Service Provider under the CCPA, CPRA, California Privacy Protection Agency (“CPPA”) regulations, and any other applicable state law. User is responsible for compliance with its own obligations as a Business under the CCPA, CPRA, CPPA regulations, and any other state law and shall ensure that it has provided notice and has obtained (or shall obtain) all consents and rights necessary under the CCPA, CPRA, and any other state law for Aidentified to Collect and process the Personal Information for the Business Purpose.

ii.    Business Purpose: Aidentified shall only Collect and process Personal Information as a Service Provider upon lawful documented instructions from User, including those in this User Agreement or any other Agreement entered into between the parties for the Services, including this provision, and Customer’s configuration of the Services (which may include the uploading of User Personal Information to Aidentified Services for information mapping or matching purposes) or as otherwise necessary to provide the Services (the “Business Purpose”). Aidentified must not process the Personal Information for any purpose other than for the Business Purpose, except where and to the extent permitted by the CCPA and/or the CPRA.

iii.    Service Provider certification: Aidentified shall not: (a) Sell the Personal Information; (b) retain, use, or disclose the Personal Information for any purpose other than for the Business Purpose, including to retain, use, or disclose the Personal Information for a commercial purpose other than providing its Services under the Agreement; (c) retain, use, or disclose the Personal Information outside of the direct business relationship between the Aidentified and User; (d) process the Personal Information for targeted and/or cross context behavioral advertising; (e) combine Personal Information with any other data if and to the extent this would be inconsistent with the limitations on service providers under the CCPA or other laws. Aidentified certifies that it understands the restrictions set out in this Section 9.1 and will comply with them.

iv.   Consumer’s rights: Aidentified will, upon User’s instructions (and at User’s expense): (a) use reasonable efforts to assist User in deleting Personal Information in accordance with a Consumer’s request (and shall instruct any service providers it has appointed to do the same) except where and to the extent permitted to retain the Personal Information pursuant to an exemption under the CCPA, CPRA, CPPA regulations, or other applicable Privacy Laws; and (b) use reasonable efforts to assist User in responding to verified Consumer requests received by Customer to provide information as it relates to the Collection w of Personal Information for the Business Purpose.

v.    Assistance: Aidentified will, upon User’s instruction and upon proof of such a communication, provide reasonable assistance to User to enable User to respond to any correspondence, inquiry or complaint received from a Consumer or the privacy regulatory authorities in connection with the Collection and processing of the Personal Information.

c) Security Incidents

i.    Security. Aidentified shall implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information it will process to protect the Personal Information from and against a Security Incident in line with the Aidentified’s security policies, which are SOC2 compliant.

ii.    Security Incident. Aidentified shall notify User without undue delay, (and in time to fulfill any Security Incident reporting obligations), and in no event in more than forty-eight (48) hours after becoming aware of a Security Incident and provide timely information relating to the Security Incident as it becomes known or is reasonably requested by Customer.

v.    Entire Agreement. This Agreement, including all attachments and exhibits hereto and all Orders by Customer hereunder, constitutes the entire agreement between the parties as to its subject matter and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties.  Except as otherwise expressly stated, the terms of the body of this Agreement shall prevail in the event of any inconsistency with the terms of any attachment or exhibit hereto by Customer hereunder.  Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or in any other Customer documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

vi.    Execution.  This NWM Agreement is executed once agreed to by the User online and may be downloaded in PDF form by the User.

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EXHIBIT A

MAINTENANCE AND SUPPORT SERVICES

1. SUPPORT MODEL

Support will be made available from 9am to 5pm EST Monday to Friday (excluding US Public holidays). Email support@aidentified.com.

Maintenance and support services provided by Aidentified to Customer shall consist of the following:

(i)    answering Customer questions about the Aidentified Service via email that Customer is unable to answer themselves, and

(ii)   correction of any errors or bugs in the Aidentified Service, and

(iii)  the provision of any Updates or Upgrades to the Aidentified Service in accordance with Aidentified’s normal release schedule (but no later than Aidentified releases such Updates or Upgrades to other customers).

Update is defined as all minor version releases, bug fixes, interim releases and minor enhancements to the software. Updates will include responses to minor clarifications to the published PDL specifications, defect fixes and behavioral changes resulting from specification ambiguity, they will not represent new features or functionality but could impact on printed output and behavior.

Upgrade is defined as a replacement for a current version of the software with a major new version of the software that includes new features and functionality and also includes support of new versions of operating systems. Upgrades include minor and major changes to the PDL published specifications, specifically changes adding new functionality.

Customer Maintenance and Support Services are confined to one (1) primary point of contact designated by the Customer.

SLA- Uptime commitment of 99.5% for M-F 8 a.m.- 6 p.m. EST. Turnaround time for response to customer inquiries is typically within 24 hours.

2. AIDENTIFIED RESPONSIBILITIES

2.1     Providing Updates and Upgrades together with associated technical release documentation.

2.2    Providing prompt communication and assistance to Customer via email in the event that Customer determines a problem related to the Aidentified Service.

2.3     All Customer support calls will be logged into Aidentified’s automatic support call tracking system.

2.4    Aidentified will provide Maintenance and Support Services only with regard to Aidentified Service errors that Aidentified is able to reproduce at Aidentified premises.

2.5    Any technical advice provided by Aidentified relating to Aidentified Service errors or the integration of the Aidentified Service within the Customer shall be provided via email.

2.6   Providing a designated qualified individual, who is a knowledgeable support contact for providing technical support and managing potential escalations.

2.7   Work with Customer’s project manager to define and document a patch strategy for rolling out bug fixes and determine how Customer’s customers will have access to patches.

2.8   Aidentified agrees to use reasonable efforts in taking appropriate actions on any problem/defect report it receives and provide Customer with the data and software reasonably necessary to allow Customer to utilize the Aidentified Service.

2.9   Aidentified shall provide complete problem analysis, troubleshooting, resolution, code fixes and patch releases for the Aidentified Service to the Customer’s nominated point of contact.

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Aidentified provides: (1) subscription-based data services which include, but are not limited to, our super-targeted prospecting and relationship mapping platform that can be accessed through our website (“Web Application”), (2) a website(s) that may be accessed at https://www.aidentified.com/ (“Site”), (3) a software application that may be downloaded to your smartphone to access the Web Application (“Mobile Application”), and (4) other data services which may or may not be accessible through the Web Application and Mobile Application (“Data Services”).  The term “Services” means the Site, Web Application, Mobile Application, and Data Services provided by Aidentified.

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This User Agreement (“User Agreement”) is by and between you (“you”) and/or your employer (collectively, “you” or “Subscriber”) and Aidentified, and governs your access to, and use of, Aidentified’s Services. By accessing and/or using any of our Services, you agree to be bound by this User Agreement. Your use of our Services is also subject to the terms of the Aidentified Privacy Policy (“Privacy Policy”), a current copy of which is available for your review here. Aidentified reserves the right to amend its Privacy Policy at any time without notice, and the amended Privacy Policy will be posted on the Mobile Application and the Site. Customers who download, access, and/ or use our Mobile Application by way of Apple’s iOS operating system or a Google device are subject to the terms of these third-party providers.

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In the event an agreement is entered into separately for Services between you or Subscriber with Aidentified (“Agreement”) which provides you with other or additional rights, the terms of that Agreement will govern to the extent there are any explicit conflicts with this User Agreement.

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ONLINE SUBSCRIPTIONS TO OUR WEB APPLICATION

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If you are agreeing to this User Agreement as part of an annual online subscription to our Web Application and you are paying with a credit card or via bank transfer via our online portal, please be aware that you are subject to the following terms:

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1. a) the subscription period (which does not include any initial trial period) you are agreeing to is for the period of one (1) year from the date of payment;
2. b) you are paying for the cost of a one-year subscription at the terms agreed to upon your online sign-up for the Web Application, either on a monthly or yearly payment schedule: annual payments are made up front by credit card or bank transfer and monthly payments will automatically be withdrawn based on your credit card or bank transfer information on file; and,
3. c) the subscription period will auto-renew at the end of the one-year period, unless you cancel your subscription before the end of the yearly term.

You will receive an automated notification thirty (30) days before your renewal date that your renewal is approaching and will automatically extend, unless you contact Aidentified and cancel your subscription.

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Early terminations (before the one-year period has ended) are still subject to the yearly agreed-upon fee. No refunds.

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Support: Online subscribers will be offered initial training upon sign-up for an annual online subscription and periodic training refreshers throughout the subscription period. Online subscribers will have access to our customer resources site, our Support Chat function in the bottom right corner of the Web Application and to our customer success team at support@aidentified.com.

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1. USE OF THE SERVICES AND CONTENT. Subject to the terms of this User Agreement and/or those in a (separate) Agreement entered into between Aidentified and Subscriber (as described above), you may access and use, for your/Subscriber’s internal business purposes, during the time period specified in this User Agreement or in an Agreement separately entered into: (i) the Site, (ii) any Site or Services content made available to you (“Content”), (iii) the Web Application and (iv) the Mobile Application. Except as otherwise provided in this User Agreement or the Agreement, no other access or use rights are granted to you and any use beyond what is explicitly authorized in this User Agreement and the Agreement is a material breach of both documents. This User Agreement and your rights under them will terminate on the expiration/termination of your access rights under the Agreement.

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2. REGISTRATION AND PASSWORDS. The Services and Content may only be accessed through valid login credentials issued in accordance with this User Agreement and those of the Agreement. You are required to register for a single user account with a username and password through the Site, before accessing our Services. You will only be able to access the Mobile Application once you have registered for an account on the Web Application (the Mobile Application cannot be signed up for as a stand-alone service). You must complete the registration process by entering your general contact information on the Web Application and include current, complete and accurate information as prompted by the form. YOUR ACCOUNT USERNAME AND PASSWORD ARE SOLELY FOR YOUR INDIVIDUAL USE TO ACCESS THE SITE AND YOU MAY NOT PERMIT ANYONE ELSE TO USE THEM OR YOUR ACCOUNT. You are responsible for all use of the Services, the Site and any Content accessed through your account (including, without limitation, any illicit use of your user ID and/or password) and for preventing such unauthorized use. If you believe there has been unauthorized access or use of the Services, the Site, or any Content through your account credentials, you must notify Aidentified immediately by emailing: support@aidentified.com. Aidentified reserves the right in its sole discretion to suspend, disable or terminate your account or your access to it or to change your account ID, username, or password at any time.'

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3. LIMITATIONS ON USE. Except for the limited rights to download, store and/or print Content set forth in Section 4 below, you may not download, store, reproduce, republish, transmit, display, distribute or take screenshots of any portion of the Services, Site or any Content. In addition, you may not: (a) sell, rent, lease, loan, transfer, sublicense or otherwise make available or permit access to the Services, the Site or any Content to any third party; (b) modify, decompile, disassemble or reverse engineer any portion of the Site or the Services; (c) use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality, to access, acquire, copy or monitor any portion of the Content, Site or the Services; (d) violate the security of the Site or the Services or attempt to gain unauthorized access to the Services, the Site, any Content or Aidentified’s computer systems or networks connected to any server associated with Aidentified, through hacking, password mining, social engineering or any other means; (e) use of the Services, the Site or any Content in a manner that infringes the rights of third parties and/or that violates any state or federal laws or regulations, including, but not limited to, privacy, marketing, advertising, telemarketing, housing and employment; (f) use the Services, the Site or any Content as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household, or employment purposes; (g) export or re-export the Services, the Site, or Content or any portion thereof in violation of the export control laws/regulations of the United States or the jurisdiction in which you are located (if different); (h) use the Services, the Site or the Content in any manner that is unlawful, discriminatory or harms a third party, Aidentified, its service providers, suppliers or any other user, including, without limitation, any use for improper investment purposes in any entity whose information appears as part of the Services or Content; or (i) use the Services or Site in such a way that you would be deemed to be engaging in the offering or solicitation of investments in securities. Aidentified may track, monitor, report, analyze, and limit your Application and Site usage; provided that Aidentified will not make such information available to any third party other than in an aggregated, de-identified format (except for usage information analyzed for Aidentified by its product analytics provider).

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4. EXCEPTIONS TO USE LIMITATIONS. Subject to the terms of this User Agreement and any other Agreement you may have entered into with Aidentified, you are entitled – if you are a Subscriber  — to incorporate de minimis amounts of data derived from the Content into presentations and reports for use solely in connection with Subscriber’s internal business operations. Specifically, you have the right to distribute in the ordinary course of Subscriber’s business limited extracts of data derived from the Content to Subscriber employees, affiliates, clients and/or prospective clients, in the form of charts, graphs, graphics, presentations, statistics, research reports and other reports; provided, however, that in each case: (i) Aidentified retains sole ownership over any Content incorporated therein; (ii) the distributed presentations, reports, etc., are not issued on behalf of any unaffiliated third party; (iii) the following source attribution is included: “Source: Aidentified, Inc.”; and (iv) any publication of aggregated type of data is first approved in writing by Aidentified. If you would like to obtain this permission, you must email Aidentified a copy of your proposed publication at support@aidentified.com or security@aidentified.com.

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In addition to the foregoing, if you are a Subscriber, you may use the functionality of the Web Application to daily download and store 200 profiles a month and up to 2,400 profiles a year from our Content, or as otherwise agreed upon and authorized in a separate Agreement; provided that you do not store any such information for longer than thirty (30) days from the date it was first downloaded by you. Neither downloading nor printing shall be done if the result would be that you/Subscriber compiles more than an insubstantial portion of the Aidentified database from which such Content is pulled.'

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5. USE OF DATA FOR SECURITIES OR OTHER ILLEGAL ACTIVITY. You are not authorized to use the Site, Content or any of our Services to offer, sell or purchase securities, or to commit any illegal activity, including using the Site, Content or Services for discriminatory purposes in making housing, financial and employment decisions. You may not use any of the Services, Site or any Content in order to offer or sell securities, solicit investors or condition the market for any offer or sale of securities. The data underlying the Content has been obtained from sources that are believed to be reliable but neither Aidentified nor any third party providing such data guarantee the accuracy, completeness or timeliness of the underlying data, any Content or any projections based thereon. You must verify all information. Any securities referenced in the Content are more fully described in documents prepared by their issuers, and you are strongly urged to request and review such documents directly from such issuer(s).

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6. RESERVATION OF RIGHTS. All right, title and interest (including all copyrights and other intellectual property rights) in the Services, the Site and Content belong to Aidentified and/or its suppliers. Notwithstanding the foregoing, Aidentified does not claim an ownership interest in (a) derivations of Content that you create through your authorized use of the Site if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled by a someone reasonably knowledgeable of financial services or reasonably skilled in financial services software applications; or (b) any data or other content not originally sourced from Aidentified, its affiliates or any of their suppliers that is separately uploaded by you/Subscriber onto the Site (e.g., customer profile records) (all such data and content described in (b), collectively, “Subscriber Data”). Except as expressly provided in this User Agreement and/or any separate Agreement entered into with a Subscriber, nothing contained herein shall be construed as conferring upon you any right, in the Services, the Site or any Content. You agree that the Services, the Site and Content are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to remove or obscure the copyright or other notices contained in Content retrieved from the Site including but not limited to any copyright or other notices included on the printable profiles.

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7. NO WARRANTY; DISCLAIMER. The Services, the Site and any Content are provided for informational or sales and marketing purposes only, are not intended to provide legal, accounting, investment or financial or other types of advice and should not be relied upon in that respect. You should not act or rely on any information in the Services, Content or on the Site without seeking the advice of a professional. Some of the Content, including, without limitation, any opinion, advice, article, publication, statement, service, offer, or other information expressed or made available on the Services or the Site, or on any site linked to the Site, may be that of the respective author or distributor and not of Aidentified, its affiliates, or their agents. Aidentified reserves the right to modify the Services, the Site and/or any Content at any time without notice. However, Aidentified assumes no obligation to do so or to advise on further developments concerning topics mentioned in the Services, Content or Site. The Content contained within the Services and the Site may contain typographical errors. EACH OF THE SERVICES, THE SITE AND THE CONTENT IS PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIDENTIFIED, ITS AFFILIATES, THEIR SUPPLIERS AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “AIDENTIFIED PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED REGARDING ANY SERVICES, THE SITE OR ANY CONTENT. ADDITIONALLY, THE AIDENTIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS HEREUNDER, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT; (B) OF ADEQUACY, ACCURACY, TIMELINESS AND COMPLETENESS OF SERVICES, CONTENT OR RESULTS; (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (D) OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

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8. LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. IN NO EVENT WILL THE AIDENTIFIED PARTIES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS USER AGREEMENT OR YOUR USE OF THE SERVICES, SITE OR CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

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9. FORCE MAJEURE. Aidentified is not responsible for any delays or failure in performance of the Services and/or any part of the Site, from any cause beyond its reasonable control. This includes, but is not limited to, acts of God, changes to law or regulations, pandemics, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

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10. LINKS TO THIRD PARTY SITES. The Site – whether through the Web Application or the Mobile Application — may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Aidentified and Aidentified is not responsible for the contents or operation of any Linked Site, including without limitation any content contained in a Linked Site, any changes or updates to a Linked Site or the manner in which any Linked Site handles any information submitted by or related to your accessing or using it. Aidentified is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Aidentified of the Linked Site or any association with its operators.

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11. MOBILE APPLICATION TERMS & CONDITIONS. Without limiting any other terms of this User Agreement, you must comply with all applicable third-party terms and conditions when using the Mobile Application. If you are accessing or using the Mobile Application through an Apple (iOS) or Google device, you will be subject to those terms. Please find below, Apple, Google, and Zillow’s terms that are applicable to you.

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Apple’s End User License Agreement:
https://www.apple.com/legal/internet-services/itunes/dev/stdeula/

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Google Play Store Terms of Service:
https://play.google.com/about/play-terms/index.html

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Zillow’s Terms of Use:
https://www.zillow.com/z/corp/terms/  

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12. CLAIMS OF COPYRIGHT INFRINGEMENT. Anyone who believes that their work has been reproduced through the Services or the Site in a way that constitutes copyright infringement should notify Aidentified at support@aidentified.com in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

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(a) Identification of the copyrighted work that you claim has been infringed;

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(b) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Web and Mobile Applications or the Site so that the copyright agent can locate it;

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(c) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and

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(d) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

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Notices of copyright infringement claims should be sent as follows:

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By mail:

Aidentified, Inc.

33 Bradford Street

Concord, MA 01742

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By email:

support@aidentified.com or privacy@aidentified.com

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If you give notice of copyright infringement by email, Aidentified’s copyright agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your email before we are required to take any action.

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13. UPDATES. Aidentified reserves the right to change or otherwise update this User Agreement at any time. Updated versions of the User Agreement will be posted in the Terms and Conditions section of the Site and the Mobile Application and any such modifications will be effective upon the posting of such updated terms. Please check the User Agreement each time before you access the Site or Mobile Application to determine whether a change has been made to this User Agreement. If you do not agree to any changes in this User Agreement as they may occur, please arrange to terminate your registration with the Web Application immediately and discontinue your use of the Services, the Site and any Content. In addition, Aidentified may, from time to time, provide updates or enhancements to the Services and the Site. These updates may contain, without limitation, bug fixes, patches, enhanced functionality, additional or different Content, and new versions of the Site or the Services. Your continued use of the Services, the Site or the Content constitutes your binding acceptance of such modifications. Aidentified reserves the right in its sole discretion to temporarily or permanently disable or terminate any and all Services and/or Site functionality and/or remove any Content at any time without notice and without liability to you or any third party.

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14. ILLICIT OR UNLAWFUL ACTIVITY. You agree to comply with all laws applicable to your use of the Services, the Site and/or the Content. Aidentified reserves the right to investigate complaints or violations of the User Agreement and to take any action Aidentified deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

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15. REMEDIES FOR VIOLATIONS. Aidentified reserves the right to seek all remedies available to it at law and/or in equity for violations of the User Agreement, including but not limited to, the right to block access from the Site and/ or the Services and their features and to seek injunctive relief without the need to provide notice or post bond. All provisions of this User Agreement that would reasonably be expected to continue after its termination shall so continue.

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16. CHOICE OF LAW; EXCLUSIVE JURISDICTION AND VENUE. This User Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction and venue in the state and federal courts of Massachusetts for any and all disputes, claims and actions arising from or in connection with the Services, Site, or Content and this User Agreement.

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17. CONFIDENTIAL INFORMATION. Each party acknowledges that certain Confidential Information of the other party may be disclosed to it during the term of this User Agreement. For purposes of this User Agreement, “Confidential Information” means any information that is labeled “confidential,” “proprietary,” etc., or that is disclosed in such a way that a reasonable person acting reasonably would understand it to be of confidential/proprietary nature. For absence of doubt, Confidential Information includes, without limitation, all trade secrets, customer lists, marketing and product plans, technology, systems, business processes, and any other financial, sales, marketing or business information, including, without limitation the terms of this User Agreement and the Subscriber Data, that is: (1) not already in the public domain; (2) not lawfully obtained from a third party without any obligation of confidentiality; (3) not lawfully known to the receiving party prior to disclosure by the other party; or (4) independently developed by the receiving party, without reference to the other party’s Confidential Information. Except as otherwise expressly provided in this Agreement, each party will treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, but in no event less than a reasonable degree of care; and, if requested by the other party, will destroy or return to the other party all Confidential Information upon termination or expiration of this User Agreement.

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18. US PRIVACY LAW COMPLIANCE / SERVICE PROVIDER PROVISION. This section applies only where, and to the extent that, Aidentified processes Personal Information that is subject to the California Consumer Privacy Act (“CCPA”), Consumer Privacy Rights Act (“CPRA”), CCPA and CPRA and California Privacy Protection Agency (“CPPA”) regulations, or any other applicable state Privacy Laws on behalf of Subscriber as a Service Provider in the course of providing the Services pursuant to this User Agreement. In this section, references to sections of the CCPA are to those sections as amended by the CPRA. The definitions of “Business”, “Collects” (and “collected” and “collection”), “Consumer”, “Business Purpose”, “Sell” (and “selling”, “sale”, and “sold”) and “Service Provider” shall have the meanings given to them in §1798.140 of the CCPA.

This section does not include personal information collected in accordance with Aidentified’s privacy policy https://www.aidentified.com/privacy-policy/, for which Aidentified is the business that collects such personal information from consumers and determines the purposes and means of its processing.

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18.1. Classifications

            18.1.1. All classifications in this section respect the parties’ relation to the Content within the Services.

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18.1.2. For the purposes of this Agreement and the Services provided, Aidentified shall be considered a Service Provider with respect to consumer data utilized as defined under California Civil Code §1798.140(ag).

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18.1.3. Subscriber shall be considered a third party or other applicable status with respect to consumer date utilized under California Civil Code §1798.140(ai). Customer, accordingly, is not required to provide notice to the consumers under § 1798.115(d) of the California Civil Code.

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18.2. Data Protection

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            18.2.1. Service Provider appointment: To the extent Subscriber is a Business, it appoints Aidentified as its Service Provider to Collect and process the Personal Information for the Business Purpose. Aidentified is responsible for its compliance with its obligations under this Addendum and for compliance with its obligations as a Service Provider under the CCPA, CPRA, CPPA regulations, and any other applicable state law. Subscriber is responsible for compliance with its own obligations as a Business under the CCPA, CPRA, CPPA regulations, and any other state law and shall ensure that it has provided notice and has obtained (or shall obtain) all consents and rights necessary under the CCPA, CPRA, and any other state law for Aidentified to Collect and process the Personal Information for the Business Purpose.

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            18.2.2. Business Purpose: Aidentified shall only Collect and process Personal Information as a Service Provider upon lawful documented instructions from Subscriber, including those in this User Agreement or any other Agreement entered into between the parties for the Services, including this provision, and Customer’s configuration of the Services (which may include the uploading of Subscriber Personal Information to Aidentified Services for information mapping or matching purposes) or as otherwise necessary to provide the Services (the “Business Purpose”). Aidentified must not process the Personal Information for any purpose other than for the Business Purpose, except where and to the extent permitted by the CCPA and/or the CPRA.

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            18.2.3. Service Provider certification: Aidentified shall not: (a) Sell the Personal Information; (b) retain, use, or disclose the Personal Information for any purpose other than for the Business Purpose, including to retain, use, or disclose the Personal Information for a commercial purpose other than providing its Services under the Agreement; (c) retain, use, or disclose the Personal Information outside of the direct business relationship between the Aidentified and Subscriber; (d) process the Personal Information for targeted and/or cross context behavioral advertising; (e) combine Personal Information with any other data if and to the extent this would be inconsistent with the limitations on service providers under the CCPA or other laws. Aidentified certifies that it understands the restrictions set out in this Section 9.1 and will comply with them.

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             18.2.4. Consumer’s rights:  Aidentified will, upon Subscriber’s instructions (and at Subscriber’s expense): (a) use reasonable efforts to assist Subscriber in deleting Personal Information in accordance with a Consumer’s request (and shall instruct any service providers it has appointed to do the same) except where and to the extent permitted to retain the Personal Information pursuant to an exemption under the CCPA, CPRA, CPPA regulations, or other applicable Privacy Laws; and (b) use reasonable efforts to assist Subscriber in responding to verified Consumer requests received by Customer to provide information as it relates to the Collection w of Personal Information for the Business Purpose.

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              18.2.5. Assistance: Aidentified will, upon Subscriber’s instruction and upon proof of such a communication, provide reasonable assistance to Subscriber to enable Subscriber to respond to any correspondence, inquiry or complaint received from a Consumer or the privacy regulatory authorities in connection with the Collection and processing of the Personal Information.

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18.3. Security Incidents

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             18.3.1. Security. Aidentified shall implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information it will process to protect the Personal Information from and against a Security Incident in line with the Aidentified’s security policies, which are SOC2 compliant.

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             18.3.2. Security Incident. Aidentified shall notify Subscriber without undue delay (and in time to fulfill any Security Incident reporting obligations) after becoming aware of a Security Incident and provide timely information relating to the Security Incident as it becomes known or is reasonably requested by Customer.

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19. EXPORT CONTROL RESTRICTIONS/LIMITATIONS. The Site and the Services are subject to U.S. export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods (each, a “Prohibited Territory”; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or included in General Order 3 (15 C.F.R. Part 736, Supplement 1), which prohibits exports to Mayrow General Trading, affiliated entities and persons, and specified persons involved in the manufacture or sale of Improvised Explosive Devices (together referred to as “U.S. Prohibited Party Lists”). By downloading and/or using the Site or the Services, you represent and warrant that you are not (a) located in or a national or resident of any Prohibited Territory, or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.

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20. GENERAL. If any part of this User Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this User Agreement will continue in effect. The section titles in this User Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Aidentified may assign this User Agreement, in whole or in part, at any time with or without notice to you. You may not assign this User Agreement or assign, transfer or sublicense your rights, if any, in the Services, the Site or Content, unless otherwise specified in a separate Agreement. Aidentified’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except to the extent you have entered into a separate Agreement with Aidentified, this User Agreement constitutes the entire agreement between you and Aidentified with respect to the Services, the Site and Content and supersedes all prior or contemporaneous communications of any kind between you and Aidentified with respect to the Services, Site and Content. Those sections of this User Agreement that would reasonably be anticipated to survive its termination or expiration shall so survive.

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For more information regarding this User Agreement, please contact Aidentified, Inc.:

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By mail:

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Aidentified, Inc.
33 Bradford Street
Concord, MA 01742

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By email: support@aidentified.com

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