Terms of Service

1. Introduction

These Terms of Service ("Agreement") govern your access to and use of Loamist's services. By using our services, you agree to be bound by these terms. This Agreement includes and incorporates any Order Form accepted by you. "Loamist," "we," "our," or "us" refers to Loamist, Co. "Customer," "you," or "your" refers to you, the user of the Subscription Services.

Your use of the Subscription Services is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

We may modify these Terms from time to time. We will notify you of material changes via email or through the Service. Your continued use of the Subscription Services after such changes constitutes acceptance of the modified Terms.

2. Definitions

"Loamist IP" means the Subscription Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services and Documentation, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.

"Customer Materials" means all information, data, content and other materials, in any form or medium, that is provided, or otherwise uploaded, by or on behalf of Customer through the Subscription Services or to Loamist in connection with Customer's use of the Subscription Services, but excluding, for clarity, any Loamist IP.

"Documentation" means the operator, user, and technical manuals and documentation.

"Effective Date" means the date on which Customer accepts these Terms of Service or creates an account, whichever occurs first.

"Order Form" means a(n) (i) mutually executed order form or other mutually agreed upon ordering document; (ii) purchase order issued by Customer and accepted by Loamist in writing; (iii) online registration form made available by Loamist and accepted by Customer; or (iv) quote issued by Loamist and accepted by Customer, in each case which references this Agreement and sets forth the applicable Subscription Services to be provided by Loamist.

"Subscription Services" means the services offered by Loamist to Customer pursuant to this Agreement, including proprietary data analysis and validation services, including document analysis, trade finance verification, letter of credit examination, and export documentation automation, as provided through the Loamist Validator™ platform, as more particularly described or identified in the applicable Order Form.

"Use" means to use and access the Subscription Services in accordance with this Agreement and the Documentation.

"Authorized Users" means Customer's employees or contractors that Customer authorizes to use the Subscription Services on its behalf.

3. Right to Use

3.1 License Grant

Subject to Customer's compliance with the terms and conditions of this Agreement, Loamist hereby grants to Customer a limited, non-exclusive, non-transferable (except pursuant to Section 14) right to Use the Subscription Services during the applicable Term.

3.2 Ownership

Loamist reserves and, as between the Parties will solely own, the Loamist IP and all rights, title and interest in and to the Loamist IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

All intellectual property rights relating to any Loamist IP will vest solely in Loamist upon creation, and to the extent that sole ownership does not originally vest in Loamist, such intellectual property rights are hereby automatically and irrevocably assigned by Customer to Loamist. Customer will take all actions and execute all documents reasonably requested by Loamist to give effect to the preceding sentence.

4. Use Restrictions

Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly:

• (i) copy, modify or create any derivative work of any portion of the Subscription Services or the Documentation;
• (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part;
• (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Subscription Services to any other person or entity, or otherwise allow any person or entity to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement;
• (iv) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; or
• (v) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Subscription Services features provided by Loamist expressly for such purposes.

5. Authorized Users

Customer will not allow any person or entity other than Authorized Users to use the Subscription Services. Customer may permit Authorized Users to Use the Subscription Services, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Subscription Services and their compliance with the terms and conditions of this Agreement.

6. Customer Materials and Data

6.1 Ownership

As between Customer and Loamist, Customer owns and retains all right, title and interest in and to all Customer Materials.

6.2 License to Loamist

Customer agrees that Loamist may reproduce, display, perform publicly, modify and otherwise use the Customer Materials solely to provide and improve the Subscription Services during the Term.

6.3 Service Information

Loamist may develop or derive data or insights in deidentified form from (i) any Customer Materials; or (ii) Customer's and/or its Authorized Users' use of the Subscription Services, including, without limitation, any usage data or trends with respect to the Subscription Services ("Service Information").

6.4 Data Security

Loamist will implement and maintain industry-standard administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Materials, including encryption of data in transit and at rest, access controls, and authentication safeguards consistent with generally accepted industry practices. Loamist will comply with all applicable data protection and privacy laws in its performance of the Subscription Services.

6.5 Security Incidents

In the event of any unauthorized access to or disclosure of Customer Materials (a "Security Incident"), Loamist will notify Customer without undue delay, and in no event later than seventy-two (72) hours after confirmation of the Security Incident, and will provide reasonable information and cooperation to support Customer's response.

6.6 Data Retention and Deletion

Upon expiration or termination of this Agreement, Loamist will, upon written request, delete or return all Customer Materials in its possession within sixty (60) days, except as otherwise required by law.

6.7 Third-Party Service Providers

Loamist may engage third-party service providers (including cloud hosting providers) in connection with the Subscription Services, provided that Loamist will remain responsible for the acts and omissions of such providers and will ensure they are subject to safeguards no less protective than those described herein.

7. Fees and Payment

7.1 Fees

Customer will pay Loamist the fees set forth in the applicable Order Form ("Fees") in accordance with the payment terms set forth therein and without offset or deduction.

7.2 Fee Changes

Loamist reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days' prior notice to Customer.

7.3 Invoicing and Payment

Except as otherwise provided in the relevant Order Form or agreed by the Parties, Loamist will issue monthly invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice.

7.4 Automatic Billing

If Customer has signed up for automatic billing, Loamist will charge Customer's selected payment method for any Fees on the applicable payment date, including any applicable taxes. If Loamist cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts.

7.5 Non-Refundable

All payments are non-refundable, and Customer will not have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to Loamist under this Agreement.

8. Term and Termination

8.1 Term

The initial term of this Agreement begins on the Effective Date and expires at the end of the Initial Term specified in the relevant Order Form (the "Initial Term").

Following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term (each, a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party provides the other with at least thirty (30) days' written notice of its intent not to renew this Agreement prior to the end of the Initial Term or the then-current Renewal Term.

8.2 Termination for Cause

Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

8.3 Immediate Termination

Loamist may further terminate this Agreement immediately upon written notice to Customer in the event that Customer breaches Sections 4 or 5, or infringes or otherwise violates Loamist's intellectual property rights in and to the Subscription Services.

8.4 Effect of Termination

Upon expiration or termination of this Agreement:

• (i) Customer's and its Authorized Users' right to Use the Subscription Services will immediately terminate;
• (ii) all Fees owed by Customer to Loamist will be immediately due; and
• (iii) Loamist will retain Customer Materials for sixty (60) days, during which Customer may request export or deletion pursuant to Section 6.6.

8.5 Survival

The rights and obligations of Loamist and Customer contained in Sections 6, 7, 8, 10, 11, 12, 13 and 14 will survive any expiration or termination of this Agreement.

9. Representations and Warranties

9.1 Mutual Representations

Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

9.2 Customer Representations

Customer represents and warrants that Loamist's use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.

10. Confidentiality

10.1 Customer Materials as Confidential Information

Loamist acknowledges that Customer Materials constitute confidential information of Customer. Loamist will not use or disclose any Customer Materials except as necessary to perform its obligations or exercise its rights under this Agreement, or as permitted in Section 6.

10.2 Permitted Disclosures

Loamist may disclose Customer Materials only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; (ii) to third-party service providers as permitted under Section 6.7; or (iii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to Loamist providing to Customer reasonable written notice to allow Customer to seek a protective order or otherwise contest the disclosure.

10.3 Exclusions

The obligations in this Section 10 will not apply to information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by Loamist; (ii) is rightfully known by Loamist at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by Loamist without access to or use of any Customer Materials that can be evidenced in writing; or (iv) is rightfully obtained by Loamist from a third-party without restriction on use or disclosure.

10.4 Transfer Upon Acquisition

In the event of a merger, acquisition, or sale of all or substantially all of Loamist's assets, Customer Materials may be transferred to the successor entity, provided that such successor agrees to be bound by confidentiality obligations no less protective than those set forth in this Agreement.

10.5 Duration

The confidentiality obligations set forth in this Section 10 will survive for two (2) years following expiration or termination of this Agreement.

11. Disclaimer

THE SUBSCRIPTION SERVICES AND OTHER LOAMIST IP ARE PROVIDED ON AN "AS IS" BASIS, AND LOAMIST MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE LOAMIST IP, THE SUBSCRIPTION SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.

12. Limitation of Liability

EXCEPT FOR (I) BREACH OF SECTION 10 (CONFIDENTIALITY), (II) BREACH OF CUSTOMER'S PAYMENT OBLIGATIONS AND (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

IN NO EVENT WILL LOAMIST'S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO LOAMIST IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

13. Indemnification

13.1 Indemnification by Loamist

Subject to Section 13.2, Loamist will defend Customer against any claim, suit or proceeding brought by a third-party ("Claims") alleging that Customer's Use of the Subscription Services infringes or misappropriates such third party's intellectual property rights, and will indemnify and hold harmless Customer against any damages and costs awarded in a final judgement against Customer or agreed in settlement by Loamist (including reasonable attorneys' fees) resulting from such Claim.

13.2 Exclusions

Loamist's obligations under Section 13.1 will not apply if the underlying Claim arises from or as a result of: (i) Customer's breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer's failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Loamist; (iv) modifications to the Subscription Services by anyone other than Loamist; or (v) combinations of the Subscription Services with software, data or materials not provided by Loamist.

13.3 Indemnification by Customer

Customer will defend, indemnify and hold harmless Loamist from and against any damages and liabilities (including court costs and reasonable attorneys' fees) awarded in a final judgment against Loamist, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Loamist that: (i) the Customer Materials or its use by Loamist in accordance with this Agreement infringes, misappropriates or violates a third-party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer's or an Authorized User's use of the Subscription Services or Documentation to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution or marketing of any of Customer's products or services; or (iv) is based on a breach of Section 4 by Customer.

13.4 Indemnification Procedures

Each Party's obligations under this Section 13 are contingent upon: (i) the Party seeking defense and indemnity (the "Indemnified Party") providing the other Party (the "Indemnifying Party") with prompt written notice of such Claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle such Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party's expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense.

14. Miscellaneous

14.1 Assignment

Neither Party may assign, transfer or sublicense this Agreement, by operation of law or otherwise, without the other Party's prior written consent, except to a successor entity in the event of a merger, consolidation or sale of all or substantially all of the assets of such Party, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

14.2 Export Control

Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States ("Export Laws") to ensure that neither the Subscription Services, software, any Customer Materials, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.

14.3 Force Majeure

Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control.

14.4 Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

14.5 Entire Agreement

This Agreement, including its exhibits and any Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

14.6 Amendments

This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties.

14.7 No Agency

Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent.

14.8 Remedies

Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

14.9 Waiver

Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

14.10 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

14.11 Jurisdiction

Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Alameda County, California and the Parties irrevocably consent to the personal jurisdiction and venue therein.

14.12 Notices

All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed.

14.13 Counterparts

This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.

14.14 Contact Information

For questions about these Terms or to send legal notices:

EXHIBIT A — Default Order Form

Upon agreeing to this Terms of Service, the user agrees to the following order form conditions until the service is canceled or until a new order is placed, at which time the new order form will supersede the one agreed upon herein.

Service

Loamist Validator™

Subscription Commitment

Twelve (12) Month Commitment with Monthly Billing

Free Trial

One (1) month free trial period beginning on the Effective Date. No credit card is required during the free trial period.

Subscription Term

The paid subscription term for Loamist Validator™ begins immediately after the free trial period ends. Customer commits to a minimum subscription period of twelve (12) months ("Subscription Term").

Payment Terms

• Billing Frequency: Monthly, in advance
• Payment Method: Credit card via third-party payment platform
• Billing Start: First billing occurs when free trial ends

Customer must provide a valid credit card before the free trial ends to continue service. Customer's credit card will be billed monthly at the then-current rate.

If Loamist cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for all uncollected amounts for the full 12-month Subscription Term.

12-Month Commitment

Customer commits to the full twelve (12) month Subscription Term. Payment obligations are non-cancelable. The subscriber is responsible for the full subscription fee for the twelve (12) month period, regardless of whether the subscription is actively used or canceled early.

Cancellation Policy

If Customer chooses to cancel the subscription any time after the free trial period:

• Customer remains responsible for payment of the remaining monthly fees for the twelve (12) month Subscription Term
• There will be no refunds or credits for partial months of service
• There will be no refunds for months unused with an open account
• Service access will continue until the end of the current billing period

Automatic Renewal

Unless Customer notifies Loamist at least thirty (30) days before the end of the Subscription Term that they want to cancel, the subscription will automatically renew for another twelve (12) month term. The renewal subscription term will be subject to the then-current subscription rates.

Note: This Order Form is subject to and incorporates the Loamist Terms of Service and, once accepted, constitutes a binding agreement between Loamist and Customer. Any capitalized terms not defined in this Order Form will have the meaning ascribed to them in the Loamist Terms of Service.