General Terms and Conditions

Overview

Per the above Effective Date, these General Terms and Conditions (“Terms”) govern your use of all SECdirect Software, Services and Materials (together, the “Services”).

Your Subscriber Agreement with SECdirect (and its affiliate, “Awther”) incorporates these Terms with the SECdirect Order Form.

Any use of the Services means You accept these Terms, as well as any subsequent future changes deemed necessary by SECdirect and/or as required by law. All such changes will be communicated to You electronically or posted on our website as chronological versions referenced by date, with both current and historical prior versions provided on our website for convenience and future reference.

Definitions

“You/Customer/Subscriber” is the professional business, legal, institutional or organizational entity, or individual(s) authorized to access the Services;

“Authorized Users” are all licensed full-time employees of the entity or individual authorized to access the Services as provided and required by SECdirect per the Agreement;

“Agreement” is the Subscriber Agreement, defined collectively by a) “General Terms and Conditions” (herein) and b) “Order Form”, that defines all Services that You subscribe to, the scope of licenses made available to all Authorized Users, overall length of the Agreement, payment terms of the Agreement, and any additional related terms.

1. Your Rights and Responsibilities

1.1 In accordance with all applicable laws, You and all Authorized Users are granted a non-exclusive, non-transferable, limited right to access and use all authorized Services during the normal course of business.

1.2 Your Agreement excludes any authorized use regarding any/all affiliates, partners, subsidiaries, contractors, subcontractors, or any other entity or individual(s) by any other name aside from the named Subscriber and its Authorized Users.

1.3 You cannot assign your rights or delegate duties to any other party or party(s) without our written consent.

1.4 The Agreement binds all successors and legally permitted assigns.

What You Can Do

1.5 You and your Authorized Users may:

• Create, collaborate and share Materials and other resulting work(s) with other Authorized Users throughout our Software platform;
• Request, receive and benefit from additional ongoing Services as needed;
• Transmit, print or download Materials and other resulting work(s) for business use;
• Store, retain and/or remove Materials and other work(s) as required by applicable law(s).

What You Cannot Do

1.6 You and your Authorized Users agree not to:

• Share the Services access with any entities or persons who are not an Authorized User;
• Access the Services using automation, scripts, bots, or similar methods without prior written permission from SECdirect and/or third-party entities where applicable;
• Store copyrighted Materials for more than ninety days;
• Remove or hide copyright identifiers or notices;
• Resell or redistribute the Services to/via any third-party;
• Use SECdirect trademarks, logos or service marks without written consent;
• Reverse-engineer our technology, or train AI systems or large language models using our Services without prior written approval;
• Use Restricted Data or Regulated Data for marketing;
• Compete with SECdirect or our affiliates using our Services;
• Violate any applicable laws or use our Services in the commission of doing so.

2. Your Privacy and Data Security

Our Compliance

2.1 SECdirect complies with all privacy and data protection laws, and You acknowledge that we may perform initial and periodic due diligence reviews of your account to ensure compliance as it pertains to all regulated data.

Your Obligations

2.2 You and your Authorized Users agree to comply with all privacy and data protection laws and cooperate with all reasonable compliance reviews and promptly provide requested information and documentation as needed to validate ongoing compliance.

2.3 If any review shows non-permissible use, we will communicate to You and work collectively towards a compliant outcome.

2.4 Failure to comply and cooperate per above Section 2.2 may result in suspension or cancellation of the Services, with no reduction or elimination of financial obligations per the Agreement because of non-compliance.

Your Privacy Data

2.5 You are solely responsible for the legality of all personal data You provide to us for registration and use of the Services.

Data Security Event

2.6 SECdirect and Customer agree that in the event of a data breach, the breached party shall assume and conduct the following:

• The breached party shall conduct immediate action to identify and resolve the breach;
• As required by law, the breached party shall notify any other parties (including but not limited to regulatory entities and credit reporting agencies);
• Any notification will not reference the other party or the product through which the regulated data was provided, nor will the other party be referenced in connection with the Security Event, without express written consent from the other party;

The breached party may be liable for claims that arise from the Security Event, and as such will indemnify the other party and all individuals associated with the other party from all claims for damages, and incur all costs associated with the Security Event independently.

3. Protected Data

3.1 Some Materials may now or in the future contain regulated information, and as such You agree to use and retain this information only as permitted and/or required by all applicable laws.

3.2 To comply with privacy, data protection and other laws, each Authorized User ID is country specific and may not be used outside the country for which it is issued.

3.3 In the event SECdirect suspects and/or identifies use outside the country of issue exceeding 30 days of continued use, SECdirect will suspend the Authorized User ID until such use is a) geographically compliant, b) monetized separately as required, or c) deactivated as subsequently warranted.

3.4 Authorized Users can create work folders and/or workspaces via the use of the Services, with all folders and content therein exclusively created, controlled and maintained by the Authorized Users, and You are solely responsible for their content.

3.5 SECdirect disclaims any warranty or liability, of any kind, for the accuracy or compliance of information and data contained within the folders and disclaims responsibility for any results obtained through Subscriber-designed generated content or reports using the Services.

3.6 Upon expiration or termination of the Agreement, SECdirect will provide Subscriber with an opportunity to export or retrieve all Subscriber files stored upon the Services platform.

3.7 Alternatively, upon request, SECdirect may provide the contents of the Subscriber file(s) in a mutually agreed upon format and medium.

3.8 Upon a reasonable period of not less than 60 days from the effective date of expiration or termination, SECdirect reserves the right to delete all Subscriber files stored upon the Services as required by law unless otherwise required by law to retain.

4. Confidentiality

4.1 Non-confidential information includes a) information and/or data You already collectively share independently through the course of doing business, b) publicly available information, c) properly obtained information from third parties without restrictions, and d) public records.

4.2 Confidential information includes but is not limited to a) trade secrets, b) agreements, c) invoices, d) pricing, e) product development information, f) client names, g) financial information, and h) work product.

4.3 Both parties agree to keep confidential information confidential and share it only as mutually agreed upon, and that the sharing of confidential information may require a separate Non-Disclosure Agreement.

5. Services Eligibility

5.1 Only your Authorized Users may use Authorized User IDs. As such, each ID is both personal and country specific, and IDs cannot be used outside their designated country for more than 30 consecutive days.

5.2 All Authorized User IDs are issued, activated and deactivated by SECdirect upon request, requiring You to proactively initiate and submit individual name and email address to facilitate.

5.3 You are responsible for protecting your Authorized User IDs and all activity regarding them. Notify us immediately if You suspect a compromised, misused, lost or stolen access condition.

5.4 When individuals leave your business entity, You are required to submit a deactivation request via email immediately to maintain overall system access integrity.

5.5 Any unauthorized access or use of the Services is prohibited, and all rights will be enforced in accordance with this Agreement, and all payments for unauthorized use will be immediately due retroactive to the initial point of access.

6. Services Content and Functionality

Product Changes

6.1 SECdirect may upgrade, enhance, modify, add to, combine, or retire Services, features and/or provisions at any time. We will post all updates as warranted on our website, and You and your Authorized Users continued use of Services means acceptance.

Product Functionality

6.2 SECdirect will maintain stable service and performance levels and standards, and You accept that Services performance or functionality degradation may or may not occur beyond our direct control or intent. In this event, SECdirect will make all commercially reasonable and available efforts to address and resolve in a timely manner.

Cloud Failover

6.3 You authorize that should our primary third-party cloud services falter or fail, we may switch to a suitable and secure backup provider to maintain or restore Services in a timely, reasonable and prudent manner. You will be notified by electronic communication and/or other means as deemed necessary and possible.

6.4 You can opt out from this switch with ten days written notice. However, You then waive all claims and remedies related to Services loss from that failure and refusal to switch over, including claims for damages, service credits, refunds, or termination rights that may otherwise be available under the Agreement or applicable law.

7. Warranties, Liabilities and Limitations

Warranty Disclaimer

7.1 SECdirect represents and warrants that we have the right to provide our Services to You and your Authorized Users. All right, title and interest in the Services belongs solely to SECdirect, and thereby SECdirect grants no rights to You or your Authorized Users otherwise.

7.2 Our Services are not, nor are they intended to be, legal, accounting, financial or other professional advice or a substitute for advice of an attorney, accountant or any other professional.

7.3 Our Services are provided on an as-is, as available basis and SECdirect and each third-party supplier expressly disclaims all other warranties whatsoever.

Liability Limitations

7.4 A “Covered Party” means SECdirect, its affiliates and any third-party provider associated with SECdirect, and any of their respective officers, directors, employees, subcontractors, agents, successors, or other assigned entities and individuals.

7.5 A Covered Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from the following:

• YOUR OVERALL USE OF THE SERVICES OR RESULTING OUTCOMES FROM USE OF THE SERVICES, OR CONTRIBUTING TO A THIRD-PARTY'S RELIANCE ON THE SERVICES;
• ERRORS OR OMISSIONS WITHIN THE SERVICES, OR ERRORS RESULTING FROM USE OF THE SERVICES;
• UNAVAILABILITY OF THE SERVICES OR INABILITY TO ACCESS THE SERVICES FOR ANY REASON;
• ANY LAPSE OF FINAL DATA INTEGRITY VALIDATION CHECKS EXECUTED SOLELY AND INDEPENDENTLY BY THE CUSTOMER TO ASSURE COMPLETE COMPLIANCE AND ACCURACY PRIOR TO A FILING SUBMISSION;
• LOSS OR CORRUPTION OF ANY DATA OR EQUIPMENT IN CONNECTION WITH THE SERVICES.

7.6 You agree to indemnify, defend, and hold the Covered Parties harmless for all third-party claims, damages, costs, legal fees, fines and any other ancillary expenses that SECdirect may otherwise incur resulting from your use of the Services.

7.7 The Covered Parties are not liable for indirect, special, ancillary or consequential damages, including legal fees.

7.8 To the fullest extent permissible by applicable law, under no circumstances will any aggregate liability of the Covered Parties in connection with any claim arising out of or relating to the Services or this Agreement exceed the lesser of a) your actual direct damages or b) the amount you paid for the Services in the twelve-month period immediately preceding the initial date of claim. Your right to monetary damages in that amount shall be in lieu of all other remedies which you may have against any Covered Party.

7.9 To the fullest extent permissible by applicable law, neither you nor your Covered Parties by similar definition will be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever, including, without limitation, legal fees, in any way due to, resulting from, or arising in connection with the Services or this Agreement, or failure of any Covered Party to perform its obligations.

7.10 The limitation of liability outlined in Section 7.8 does not apply to a) a party's indemnity, b) claims or damages arising from Customer and/or their Authorized Users infringement of intellectual property, c) misappropriation or misuse of proprietary data in the Services or d) your unauthorized disclosure of SECdirect data security information.

7.11 If You or any Authorized User are a legal professional, You further agree that your use of the Services shall comply with all court rules, disclosure rules of professional and ethical conduct applicable to the legal profession in the location where You practice.

Force Majeure

7.12 No party shall be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure event.

7.13 A Force Majeure event herein is defined as a cause which is beyond a party's reasonable control, including without limitation, fire, riot, civil disturbance, strike, embargo, explosion, natural disaster, epidemic, pandemic, act of military authority, act of terrorism, act of God, government requirement or delay, change in law or regulation, disruption or outage of communications, power or Internet infrastructure.

7.14 If a Force Majeure event occurs, the affected party will notify the other party and take commercially reasonable efforts to mitigate the adverse effects of the event regarding its obligations under this Agreement.

7.15 A Force Majeure event does not waive monetary obligations for actual Services received.

Jury Trial Waiver

7.16 Each party subject to this Agreement hereby unconditionally, knowingly, intentionally, expressly, voluntarily, and irrevocably waives its right to a jury trial to the fullest extent permitted by law in any suit, action, dispute or proceeding, whether by claim or counterclaim, brought or instituted by or against such party or in a representative capacity, arising out of, concerning or in any way relating to the use of the Services or the Agreement.

Third-Party Links and Providers

7.17 Subscriber agrees that no license or right in or to any third-party content is granted directly by us under this Agreement, linked or otherwise.

7.18 SECdirect does not control and therefore is not responsible for third-party websites or services linked through our platform. Use them at your own risk.

7.19 Notwithstanding any provision to the contrary, Subscriber agrees that SECdirect Services only provide hyperlinks to third party content which is made available solely by third parties as a linked site, and that use and access to third party content is governed solely by the terms and conditions of the owners of such third-party content.

7.20 Subscriber acknowledges and agrees that SECdirect is not responsible or liable in any manner for any third-party content and undertakes no responsibility to update or review any third-party content, and does not control, endorse or adopt any third-party content and that we make no representation or warranty of any kind regarding the third-party content.

7.21 If any linked site obtains or collects information from Subscriber or an Authorized User, in no event shall we have any responsibility or liability relating to how any such information is collected or used.

7.22 You agree to hold harmless and indemnify SECdirect from all related claims or liability from your use of third-party websites and/or services.

Feedback

7.23 SECdirect is in a continuous cycle of development and improvement regarding all Services, and as such you agree that we may ask You or certain Authorized Users to provide confidential feedback that improves the Customer and end-user experience overall.

7.24 SECdirect is free to incorporate and implement any provided feedback into SECdirect Services without issuing, providing or authorizing entitlement, payment or compensation of any kind and You assign and relinquish all rights to that feedback to SECdirect completely.

Sanctions and Sanctioned Parties

7.25 A sanctioned party means any jurisdiction, entity or individual identified on any sanctions list, or who is 50% or more owned, directly or indirectly, individually or in the aggregate, or otherwise controlled by any sanctioned jurisdiction, entity or individual.

7.26 Sanctions apply to all lists of parties subject to asset freezing or blocking measures maintained by the United States, United Nations, European Union, United Kingdom, or other authority with jurisdiction over the parties.

7.27 Current sanctioned jurisdictions subject to comprehensive economic sanctions prohibiting most or all activity with the jurisdiction currently include Iran, Cuba, Syria, North Korea, Crimea, Donetsk, Luhansk, Kherson, the Zaporizhzhia regions, and Russia.

7.28 You represent and warrant on an ongoing basis that neither You nor any of your Authorized Users is a sanctioned party, will provide access to sanctioned parties, will access the Services from a sanctioned jurisdiction, will use any sanctioned party in connection with this Agreement, or will otherwise violate, or cause SECdirect to violate any applicable economic sanctions or export control in connection with this Agreement or use of the Services.

7.29 Breach of the above shall entitle SECdirect to immediately terminate the Agreement with written notice, without prejudice to any/all other rights available by law or contract.

8. Termination and Cancellation

Legal, Regulatory and Compliance Requirements

8.1 Changes to the terms of this Agreement in accordance with necessary regulatory or legal requirements, or for compliance purposes, shall not give rise to any termination right.

Early Termination

8.2 You may request termination of this Agreement early if any change per Section 6.1 causes a material degradation in your access to the Services regularly used by You in the ordinary course of business, or materially adversely affects your rights under this Agreement.

8.3 For termination to be effective per above Section 8.2, notice thereof must be received by SECdirect in writing from You within ten days of the date of the change, referencing this Section and specifying in reasonable detail the facts and circumstances You allege give rise to your right to terminate.

8.4 Upon receipt of written communication per above Section 8.3, SECdirect shall have up to thirty days to adequately resolve or cure the condition or circumstances alleged to constitute such material degradation or material adverse effect.

8.5 Failure to achieve a mutually reasonable and satisfactory resolution per above Section 8.4, may result (at SECdirect sole final discretion) in approved early termination of the Agreement and a pro-rated refund of any pre-paid costs for Services not rendered to the Customer per the Agreement will be provided by SECdirect accordingly within thirty days of the approved date of early termination.

Material Change in Circumstance

8.6 Should Customer incur a material change in circumstance, including but not limited to bankruptcy, dissolution, merger or acquisition, etc., discretion and consideration may be provided by SECdirect to help remedy any/all remaining financial obligations of Customer to SECdirect, including the possible cancellation of any remaining annual term(s) obligation(s) beyond the existing annual term of the Agreement.

Non-Renewal of Services

8.7 Customer reserves the right with thirty days prior written notice to SECdirect to cancel any/all Services following a) submission of all final payments due and b) successful conclusion of their current Agreement, with no further obligation to continue Services thereafter.

Breach of Terms

8.8 If You breach the terms of this Agreement, SECdirect may, without notice, suspend or terminate any/all Services, as reasonably necessary to protect SECdirect's rights and interests under the terms of this Agreement.

Cancellation For Non-Payment

8.9 Customer agrees that all access, use and provision of the Services can be suspended for non-payment sixty days beyond payment due date, and terminated entirely ninety days beyond payment due date. All collection efforts thereafter for the remaining balance of all subsequent terms of the Agreement will be transferred and rendered by a third-party collection agency or attorney and may result in additional ancillary costs associated with collection.

Termination for Convenience

8.10 SECdirect may terminate this Agreement for convenience with no less than ten days written notice. Upon termination, your rights to access or use the Services will immediately cease, and all unused prorated financial credits will be refunded within 30 days.

9. Intellectual Property Rights

9.1 SECdirect will knowingly comply with all intellectual property rights and does not claim intellectual property rights regarding any content created by You and your Authorized Users use of our Services except to the extent that this output includes any work of authorship in any content that is either a) subject to copyright owned by SECdirect or b) third-party intellectual property licensed to SECdirect with the right to license to Customers of our Services.

9.2 You and your Authorized Users may upload business-related files to our Services platform for professional use and represent and warrant that such files do not violate applicable laws or infringe upon the rights of any third-party and hold SECdirect harmless as such overall.

9.3 You and Your Authorized Users acknowledge and agree that the content You create may include content subject to third-party intellectual property rights, including rights that may limit your use as such, and in doing so SECdirect assumes or offers no responsibility, representation or warranty to the contrary, expressed or implied.

9.4 If someone specifically claims our Services infringe their patent, trademark, copyright, or trade secret, SECdirect will act to address that claim, provided You:

• Properly used all SECdirect Software, Services and Materials per this Agreement;
• Didn't modify or combine them with non-approved content, products or services;
• Promptly notify us and reasonably cooperate with all efforts to address any claim.

9.5 Third-Party Trademarks. EDGAR® is a registered trademark of the U.S. Securities and Exchange Commission. XBRL® and iXBRL™ are trademarks of XBRL International, Inc. All other trademarks, service marks, and company names referenced in the Services or on the SECdirect website are the property of their respective owners. SECdirect is not affiliated with, endorsed by, or sponsored by the U.S. Securities and Exchange Commission or XBRL International, Inc. Use of these marks on the SECdirect website and within the Services is for identification purposes only and does not imply any affiliation, endorsement, or sponsorship.

10. Assigned Rights, Venue and Enforcement

10.1 This Agreement is a commercial agreement between the parties and shall not be deemed a consumer transaction except and solely to the extent expressly required by law.

10.2 Any failure of You, SECdirect or any legally applicable third-party to enforce any provision or exercise any right under this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce later.

10.3 You may not assign your rights or delegate your duties under this Agreement without the written consent of SECdirect.

10.4 This Agreement and any amendment hereto shall be binding on and will take effect to the benefit of the respective parties and their respective successors and permitted assigns.

10.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the law that might otherwise apply under applicable principles of conflicts of law.

10.6 This Agreement shall be fully enforced to the extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.

10.7 Where applicable, each affiliated company of SECdirect and each third-party provider has the right to assert and enforce the provisions of this Agreement directly on its own behalf as a third-party beneficiary.

10.8 Unless otherwise agreed expressly in writing, the terms contained in purchase order or the procurement website/portal of Subscriber relating to payment hereunder shall be for Subscriber's internal purpose only and shall not modify or affect any of the terms or conditions of this Agreement herein.

10.9 This Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, proposal, representations, or quotations on that subject matter.

Notices

Customer notices to SECdirect regarding all matters pertaining to this Agreement should be sent to the following:

SECdirect, LLC
1302 Waugh Drive #933
Houston, TX 77019

SECdirect notices to the Customer regarding all matters pertaining to this Agreement will be sent to the address provided by the Customer.