CORPORATE SOLUTIONS STANDARD SERVICE EVALUATION TERMS & CONDITIONS

1. Service. Subject to these Corporate Solutions Standard Service Evaluation Terms and Conditions and the agreement incorporating them (here together referred to as the “Agreement”), Corporate Solutions shall provide Customer with the Service during the Evaluation Period. Customer’s users shall not share any password or other credentials for accessing the Service with any third party and shall take reasonable security precautions (including but not limited to complying with security specifications or instructions provided from time to time by Corporate Solutions) to prevent any unauthorized individual or entity from using or accessing the Service. In addition, Corporate Solutions reserves the right to block IP addresses or other threats that may pose security threats to the Service or related infrastructure on an as-needed basis.

2. Use. Customer is authorized to access and use the Service for its internal evaluation purposes only, subject to the terms and conditions of this Agreement. Except for the limited rights expressly granted to Customer in the preceding sentence, Corporate Solutions reserves all other rights in and to the Service. Customer acknowledges that all intellectual property rights and trade secrets in and to the Service belong to Corporate Solutions and its third-party providers, whether or not marked. Without limiting the generality of the foregoing, Customer is specifically prohibited from: (a) marketing, selling, distributing, or otherwise providing the Service to any third party; (b) reverse engineering the Service (except to the extent enforcement of this restriction is prohibited by applicable law); (c) performing dynamic or static scanning of the Service; (d) using the Service for any unlawful, fraudulent, offensive, or obscene activity; and (e) uploading or transmitting to the Service material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs. If Customer’s use of the Service exceeds the scope of use expressly permitted hereunder or if Customer otherwise materially breaches this Agreement, Corporate Solutions may immediately suspend Customer’s access to the Service.

3. Artificial Intelligence. The Service includes generative artificial intelligence or machine learning functionality ("AI"). If Customer elects to use any such AI, Customer’s use thereof will be subject to the terms and conditions of this Section 3 and any additional third-party terms and conditions for the AI posted at www.nasdaq.com/third-party-terms (or any successor URL). Corporate Solutions may modify or remove the AI from the Service with or without notice. Customer represents and warrants that it has all the requisite rights to upload any prompts to the AI, including text, documents, or other materials ("Input"), and by uploading Input to the AI, Customer authorizes Corporate Solutions to process and store the Input in the Service. Corporate Solutions shall not use, nor permit any third-party provider to use, any Input to train the AI without Customer’s prior written consent. Customer acknowledges that the AI may produce output ("Output") that is outdated, incomplete, inaccurate, or hallucinatory, or that is the same or similar to results produced for other clients and users. Customer is solely responsible for independently verifying the accuracy of the Output before using it for any purpose. Customer may not modify, use or distribute the Output in a manner that it knows, or should know, is likely to infringe or misappropriate any proprietary rights of a third party. Corporate Solutions makes no claim of ownership in the Input or the Output. Customer is prohibited from attributing the Output to Corporate Solutions, any of its affiliates or third-party providers, or the Service.

4. Feedback; Aggregated Statistics. If Customer or any of its users recommends or suggests any changes to the Service, including, without limitation, new features or functionality, or otherwise communicates any comments, questions, suggestions, or the like regarding Customer’s evaluation of the Service (in any case, “Feedback”), Corporate Solutions and its affiliates shall be entitled to use such Feedback without restriction. All Feedback is and will be treated as Corporate Solutions Confidential Information. Customer hereby assigns to Corporate Solutions, on behalf of itself and its users, all right, title, and interest in and to the Feedback, including all intellectual property rights contained therein. For the avoidance of doubt, Corporate Solutions is not obligated to use or otherwise incorporate any Feedback into the Service (or any successor product or service). Corporate Solutions may monitor Customer’s use of the Service and collect and aggregate Customer data, including, but not limited to, usage statistics. Corporate Solutions and its affiliates may use such aggregated data to support, improve, and develop new and existing products and services. Customer acknowledges and agrees that Customer’s authorized use of the Service during the Evaluation Period is good and sufficient consideration in exchange for the rights transferred to Corporate Solutions pursuant to this Section 4.

5. Confidential Information. Customer and Corporate Solutions both acknowledge that the terms of this Agreement and any other information, materials, documents in whatever form and however compiled that is provided hereunder by the providing party to the receiving party shall be considered confidential information belonging to the providing party and/or its service providers, as applicable (“Confidential Information”). Receiving party shall (a) not use any Confidential Information for any purpose other than as contemplated by this Agreement; and (b) use the same standard of care that it uses to protect its own confidential information, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information. Confidential Information shall not include information that: (a) is already, or becomes, available to the public other than as a result of unauthorized disclosure by receiving party; (b) is, or was previously, received by receiving party on a non-confidential basis from a third party under no obligation to maintain the confidentiality of such information; (c) is already known by receiving party prior to the disclosure of the same to receiving party by disclosing party and not subject to any confidentiality obligation; or (d) was independently developed by receiving party without use of or reference to the Confidential Information. The use restrictions and confidentiality obligations in this Section 5 shall survive termination of this Agreement for a period of three (3) years from the date of such termination or expiration and the disclosing party may request that the receiving party return or delete all Confidential Information.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL CORPORATE SOLUTIONS, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY PROVIDERS BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ANY OTHER SIMILAR DAMAGES OR LOSSES, WITH RESPECT TO THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICE OR RELIANCE ON THE OUTPUT, EVEN IF CORPORATE SOLUTIONS, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CORPORATE SOLUTIONS’ AFFILIATES AND ITS AND THEIR RESPECTIVE THIRD-PARTY PROVIDERS ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THIS SECTION 6. THE LIMITATIONS IN THIS SECTION 6 DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  

7. NO WARRANTIES. CORPORATE SOLUTIONS, ITS AFFILIATES AND THEIR RESPECTIVE THIRD-PARTY PROVIDERS MAKE THE SERVICE AVAILABLE ON A STRICTLY "AS IS", “AS AVAILABLE” BASIS, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 

8. INDEMNIFICATION. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CORPORATE SOLUTIONS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, THIRD-PARTY PROVIDERS, AND OTHER AGENTS FROM ANY AND ALL LIABILITY, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) OF ANY KIND ARISING FROM OR RELATING TO (A) CUSTOMER’S USE OF THE SERVICE OR RELIANCE ON THE OUTPUT, (B) DATA, INFORMATION, AND MATERIALS PROVIDED BY CUSTOMER TO CORPORATE SOLUTIONS IN CONNECTION WITH THE SERVICE OR UPLOADED BY CUSTOMER TO THE SERVICE, OR (C) ANY BREACH OF THIS AGREEMENT BY CUSTOMER. ANY COOPERATION BY CORPORATE SOLUTIONS IN SUCH DEFENSE WILL BE AT CUSTOMER’S SOLE COST AND EXPENSE, AND WITHOUT WAIVER OF ANY LEGAL PRIVILEGE BY CORPORATE SOLUTIONS.

9. Termination. Either party may terminate this Agreement by providing prior written notice of termination to the other party. At the expiration or termination of this Agreement, Customer shall immediately cease using the Service.

10. Survival. The rights and obligations of the parties herein that, by their nature, are intended to survive termination or expiration hereof, will survive any such termination or expiration.

11. Arbitration & Governing Law. This Agreement shall be governed by the applicable Governing Law specified in the table below, excluding any conflict of laws rules. Any dispute arising hereunder or relating hereto will be submitted to the applicable Association specified in the table below and will be subject to final binding arbitration in accordance with the applicable Rules specified in the table below. The arbitral tribunal will be composed of a sole arbitrator. The arbitrator will be selected in accordance with the applicable Rules and the arbitration will be conducted in English in the applicable Seat specified in the table below. The arbitrator shall not be empowered to award punitive damages. Each party hereby waives the right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The prevailing party will be entitled to recover from the non-prevailing party all reasonable attorneys’ fees.

12. Waiver and Severability. Any waiver or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Agreement shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligation in respect of such future performance shall continue in full force and effect. Any waiver must be made in writing. If any part of this Agreement is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of this Agreement.

13. Notices. All notices and other communications shall be in writing and (a) if to Customer, shall be sent at the address set forth in this Agreement; and (b) if to Corporate Solutions, shall be sent to Nasdaq Corporate Solutions, 151 W 42nd St., New York, NY 10036, USA, Attention: Senior Vice President (NGS), or (c) to any other address a party hereto shall specify by prior notice to the other party. All notices shall be deemed to have been duly given (i) upon actual receipt (or date of first refusal) or (ii) upon constructive receipt (or date of first refusal) three days after being sent by certified mail, return receipt requested. Customer shall also send a copy of all legal notices to the following address: Nasdaq, Inc., 805 King Farm Blvd, Rockville MD, 20850, USA, Attention: Commercial Law Group (NGS).

14. Entire Agreement, Assignment. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, communications, writings, and understandings regarding the same. This Agreement may not be modified except in a written instrument signed by both parties.