Master Agreement – Darling Analytics Bahamas Ltd.

Revised November 2024

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1. Definitions & Interpretation

1.1 Definitions

Affiliate: Any business entity that, either directly or indirectly, controls, is controlled by, or is under common control with the specified party.
Authorized Users: Individuals permitted by the Customer to access and use the Services as described in the Order Form.
Business Day: A day on which regular business operations are conducted, excluding national, public, or bank holidays, in the Customer's location.
Charges: The fees associated with the Services as specified in the Order Form or agreed upon in writing.
Commencement Date: The date on which the Order Form is signed by both Parties.
Confidential Information: Any information disclosed under this Agreement that is marked as confidential or is inherently confidential by its nature.
Control: Possession of more than 50% of the voting rights in an entity or the authority to direct its management policies.
Customer Affiliate: An Affiliate of the Customer.
Data: All data, analyses, reports, and similar information provided as part of the Services.
End Date: The date specified in the Order Form or Change Notice.
Order: A signed Order Form or Change Notice that creates a legally binding agreement for the provision of Services.
Order Form: A document that outlines the Services, Charges, and other terms agreed upon by the Parties.
Relevant Period: The time frame during which this Agreement and the Order are effective.
Services: The products, services, or solutions provided by Darling as described in the Order Form.

1.2 Interpretation

Terms in singular form include the plural form and vice versa.
References to clauses pertain to the clauses of this Agreement.
Headings for clauses are for ease of reference only and do not influence interpretation.
References to persons include both individuals and legal entities.
References to statutes include any amendments, extensions, or reenactments.
Terms such as "including" or "for example" are meant to illustrate and do not limit the scope of the preceding terms.

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2. Overview of the Master Agreement

2.1 Scope of Agreement

This Master Agreement outlines the general framework governing the relationship between the parties regarding the provision of Services by Darling to the Customer.

2.2 Appointment of Darling

The Customer designates Darling to deliver the Services as specified periodically, in line with the terms set out in this Master Agreement and the Order Form. Darling accepts this designation under the stipulated terms and conditions.

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3. Delivery & Use of Services

3.1 Delivery of Services

Darling will perform the Services for the Customer in accordance with the Order and applicable regulations, exercising reasonable diligence and adhering to industry best practices.
Data Integrations included in the Services will be carried out as specified in the Order Form.

3.2 License Provision

Darling grants the Customer a non-exclusive, non-transferable license to access and utilize the Services and Data for the duration of the Subscription Period, exclusively for personal use.

3.3 Customer Use of Services

Access to and use of the Services is restricted to Authorized Users. The Customer must ensure that each Authorized User’s credentials are used solely by that individual.
The Customer may request additional Services, access rights, or Data integrations, which may incur extra Charges.

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4. Darling Services

4.1 Availability of Services

Darling will, to the best of its ability, ensure that the Services are always available. The Customer acknowledges and agrees that there will be times when the Services may be unavailable. This could include planned unavailability (for example, scheduled maintenance or upgrades to the Darling platform), or unplanned availability (for example, a hardware or software failure).
Darling will, where possible, provide the Customer with a reasonable notice of any planned unavailability and use reasonable endeavors to ensure that disruption resulting from any unavailability is kept to a minimum.
The Customer acknowledges and accepts that they will not be able to access and use the Services or Data when the Services are unavailable. Darling will try to keep unavailability to a minimum, but Darling accepts no liability for any loss or damage that the Customer and/or its Licensed Affiliates may suffer due to unavailability of the Services.

4.2 Changes to Services

Darling may add to or alter the Services at any time without notice or explanation and without incurring any liability to Customer or its Licensed Affiliates, provided that any changes that Darling makes shall not lead to a material degradation in the scope or content of the Services to be provided to the customer as agreed under the Order.
Notwithstanding any other provision of the Order, Darling may at any time remove from the scope of the Services the access to and use of any third party Data. Darling may do so in circumstances where the relevant third party licensor requires the removal of such Data, or Darling’s right to make such Data available through the Services is terminated, suspended or otherwise restricted.

4.3 Service Disclosure

Darling always strives to provide accurate and reliable Services, however all Darling Services must be used by the Customer at their own discretion and the Customer acknowledges that Darling may be subject to Data flaws and/or inaccuracies.
Any Data sources that the Customer has chosen to integrate into their Darling platform are to be relied upon at the Customer’s discretion. Darling is not responsible for the use and accuracy of these Data sets.
Darling agrees that all Data supplied by the Customer will be the Confidential Information of the Customer and Darling will only use and disclose the Data for the purpose(s) disclosed in the Order.
The Data, including any Data made available through Insight, where applicable, should never be relied on as trading, investment, tax, legal, financial or any other form of advice or guidance; nor does the Data take account of any individual circumstances that may apply to Customer and/or its Licensed Affiliates.

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5. Customer Supplied Data

The Customer may supply their own Data and/or integrate any third-party Data into the Darling system for use in our Services.
The Customer must ensure that they are legally authorized to integrate said Data into the Darling platform for use in Darling’s Services, including but not limited to: internal Data (Data obtained from Customer’s internal sources), and external Data (Data obtained from external sources, such as third party providers).
The Customer shall ensure that it has the right to disclose the Data to Darling and that Darlings’s use of the Data for the agreed purpose(s) is permitted and does not infringe the rights, including Intellectual Property Rights, of any party or third party.
The Customer shall hold Darling harmless for any licensing infringement on the part of the Customer’s misuse of third-party Data.

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6. Customer Obligations

6.1 Compliance

The Customer must ensure that its Affiliates and Authorized Users adhere to the provisions of this Master Agreement as well as relevant legal requirements.

6.2 Accountability

The Customer is accountable for any outcomes resulting from the use or misuse of Authorized User credentials. Additionally, the Customer is responsible for any consequences that arise from breaches of this Master Agreement, the Terms of Use, or the Order.

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7. Charges, Invoicing, and Payment

7.1 Payment Terms

Charges for the Services are set out in the Order Form to be paid on a quarterly basis.
Invoice will be sent to the Customer quarterly in advance.
The Customer shall pay invoices within 30 days of the invoice date.
Darling may charge interest on late payments at 1% above USD Libor.

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8. Confidentiality

8.1 Confidential Information

Each party must maintain the confidentiality of Confidential Information and may only disclose it to third parties as allowed by this Agreement.Confidential Information includes but is not limited to any information included in the Order and Order Form.

If you have any questions or concerns about information confidentiality, please reach out to us at support@darlinganalytics.ai.

8.2 Exceptions

The confidentiality obligation does not cover information that:

Becomes publicly known without violating this Agreement.
Was already in the possession of the receiving party without any confidentiality restrictions.
Is obtained from a third party who is not bound by confidentiality obligations.
Is independently created by the receiving party.

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9. Intellectual Property

All rights, ownership, and interests in the Data and Services provided by Darling, including any intellectual property rights, are and will continue to be the sole property of Darling or its licensors.

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10. Term and Termination

10.1 Term

This Agreement begins on the Commencement Date and remains in effect until the end of the Subscription Period, unless terminated earlier as specified in this Agreement.

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10.2 Termination

Darling may terminate this Agreement immediately if the customer does not pay the Charges when they are due and fails to address this issue within 15 days of receiving notice.

Either Party may terminate this agreement if:

There is a material breach of contract that cannot be fixed or is not corrected within 30 days of receiving notice.
Becomes insolvent or experiences similar financial difficulties.

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11. Liability

11.1 Exclusions

Both Parties are not liable for any indirect, incidental, special, punitive, consequential, or exemplary damages related to or resulting from this Agreement.

11.2 Limitation of Liability

Darling's total liability under this Agreement is capped at the total amount invoiced and received by Darling within the current calendar year. All notices should be directed to support@darlinganalytics.ai.

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12. Governing Law and Jurisdiction

12.1 Governing Law

The law governing this Agreement and any disputes arising from it will be based on the Darling entity specified in the Order Form.

12.2 Jurisdiction

The parties agree to submit to the exclusive jurisdiction of the courts designated in the Order Form.

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Darling Analytics Bahamas Ltd.