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Evaluation Agreement*

TagniFi Evaluation Agreement

This Evaluation Agreement ("Agreement") is entered into between TagniFi, LLC ("TagniFi") and the firm identified in the trial request together with the individual accepting on its behalf (collectively, "Licensee"). By checking "I agree" and submitting the trial request, Licensee agrees to be bound by this Agreement, and the individual accepting represents that they are authorized to bind Licensee.

1. Evaluation License.

TagniFi grants Licensee a temporary, non-exclusive, non-transferable, non-sublicensable, revocable license to perform a preliminary evaluation of the Licensed Products on a non-production basis, by Licensee's employees only, for the sole purpose of evaluating whether Licensee wishes to license or subscribe to the Licensed Products. Any use beyond this Agreement may be undertaken only under a separately negotiated and executed data license agreement ("Data License Agreement"). "Licensed Products" means the TagniFi (and TagniFi vendor) datasets, application software, online services, and related documentation made available to Licensee during the Evaluation Period, as further described in Schedule A.

2. Evaluation Period; Term; Termination.

The evaluation period is seven (7) days from the date access is first provided (the "Evaluation Period"), unless terminated earlier by TagniFi for any breach or in its discretion. Unless the parties enter into a Data License Agreement, upon expiry or termination Licensee shall immediately cease all access to and use of the Licensed Products and delete or destroy all copies, including any exported or downloaded data, and, on request, certify such deletion in writing.

3. Warranty Disclaimer.

THE LICENSED PRODUCTS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, DESIGN, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE LICENSED PRODUCTS ARE INTENDED FOR USE AS AN ANALYTICAL TOOL BY COMPETENT AND QUALIFIED FINANCIAL PROFESSIONALS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. TAGNIFI DOES NOT PROVIDE INVESTMENT ADVICE OR RECOMMENDATIONS, AND ANY INVESTMENT DECISION MADE IN RELIANCE ON THE LICENSED PRODUCTS IS THE SOLE RESPONSIBILITY OF LICENSEE. NONE OF TAGNIFI OR ITS SUPPLIERS WARRANTS THE SEQUENCE, ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF THE LICENSED PRODUCTS OR ANY DATA, OR THAT THE DATA MAY BE RELIED UPON FOR TRADING PURPOSES, AND SHALL HAVE NO LIABILITY FOR ANY INACCURACY, DELAY, OR OMISSION THEREIN.

4. Limitation of Liability.

IN NO EVENT SHALL TAGNIFI OR ITS SUPPLIERS OR AFFILIATES BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF OR RELATING TO THE LICENSED PRODUCTS OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TAGNIFI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

5. Confidentiality, Ownership, and Restrictions.

5.1 All information disclosed by TagniFi in connection with this Agreement, including the Licensed Products and the terms of this Agreement, is "Confidential Information," except information that is or becomes public through no fault of Licensee, was already known to Licensee, is independently developed by Licensee without use of the Confidential Information, or is rightfully obtained from an independent source. Licensee shall hold Confidential Information in strict confidence using at least a reasonable degree of care, use it only as necessary to perform this Agreement, limit access to employees with a need to know who are bound to these terms, and remain liable for their breaches. Licensee may disclose Confidential Information if required by law, provided it gives TagniFi prompt notice (where legally permitted) and reasonable cooperation. Title to all Confidential Information and all related intellectual property remains exclusively with TagniFi and its vendors.

5.2 Licensee shall not, and shall not permit any person to: (a) use any Confidential Information for any purpose or in any manner not authorized by this Agreement; (b) make or retain any copy of any Confidential Information except as authorized; (c) reverse engineer, decompile, disassemble, or recreate the source code of the Licensed Products; (d) modify, adapt, translate, or create derivative works based on the Licensed Products, or combine any part of the Licensed Products with other software or data; (e) remove or alter any proprietary notice; (f) use any Licensed Product, or any data, output, or result derived from it, for any commercial, client-facing, or live production purpose — including incorporating or relying on it in any valuation, report, model, deliverable, work product, or advice prepared for or provided to any third party — whether or not for a fee (any such use requires a separate paid Data License Agreement); (g) access or use the Licensed Products through any automated means, or scrape, harvest, spider, or extract data in bulk beyond the ordinary functionality made available; (h) use the Licensed Products or any data therein to create, train, fine-tune, or improve any dataset, database, or machine-learning or artificial-intelligence model, or to build (or assist any third party in building) any product, service, or database that competes with or is a substitute for the Licensed Products; or (i) sell, market, license, sublicense, distribute, or otherwise grant any person any right to use any Confidential Information.

5.3 Derived Data. Any results, analyses, or insights Licensee independently derives during the evaluation may be used solely for Licensee's internal evaluation. Nothing in this Agreement grants Licensee any right to extract, reconstitute, redistribute, or commercialize the Licensed Products or any dataset (or any substantial part thereof). TagniFi retains all right, title, and interest in the data and in its compilation, selection, and arrangement.

5.4 Third-Party and Market Data. Certain data is sourced from exchanges or other third parties and may be subject to additional end-user terms and usage restrictions; Licensee shall comply with all such terms applicable to data it accesses.

5.5 Licensee shall promptly notify TagniFi in writing of any breach of this Section 5 and, at its expense, take steps reasonably requested to remedy it. Licensee acknowledges that a breach of this Section 5 would cause irreparable harm for which monetary damages are inadequate, and that TagniFi is entitled to seek injunctive relief and specific performance in addition to any other remedies.

6. General.

6.1 Indemnification. Licensee shall indemnify, defend, and hold harmless TagniFi and its affiliates, officers, employees, directors, and suppliers from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from or connected with (i) Licensee's use of or reliance on the Licensed Products, (ii) Licensee's breach of this Agreement, or (iii) Licensee's negligence or willful misconduct.

6.2 Electronic Acceptance. Licensee agrees that checking "I agree" and submitting the trial request constitutes Licensee's electronic signature and a binding acceptance of this Agreement under the U.S. E-SIGN Act and applicable Uniform Electronic Transactions Act, with the same effect as a handwritten signature.

6.3 No Obligation. The evaluation is provided at no charge. Licensee is under no obligation to purchase, and access will not automatically convert to a paid subscription; any paid use requires a separate Data License Agreement.

6.4 Miscellaneous. The parties are independent contractors. Any modification or waiver must be in writing (which includes a later electronic agreement expressly accepted by both parties). Licensee may not assign this Agreement without TagniFi's consent. If any provision is unenforceable, the remainder remains in effect. This Agreement, including Schedule A, is the entire agreement regarding the evaluation and supersedes prior discussions on that subject. This Agreement is governed by the laws of the State of Florida, excluding its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida.

Schedule A — Scope of Evaluation.

Licensed Products: all TagniFi datasets, products, and modules made available to Licensee through the TagniFi platform during the Evaluation Period, accessed via TagniFi Search and the TagniFi Excel Add-In. For clarity, the evaluation does not include API or programmatic/data-feed access, which is available only under a separate paid Data License Agreement. Number of users: as provisioned by TagniFi. Duration of Trial: seven (7) days. Certain information in the Licensed Products is proprietary to TagniFi and/or its content providers, may not be copied or distributed, and is not warranted to be accurate, complete, or timely; past performance is no guarantee of future results.

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