Last Updated: June 29, 2026

MNDA & TRIAL LICENSE AGREEMENT

THIS MUTUAL NON-DISCLOSURE & TRIAL AGREEMENT (the “Agreement”) is entered into by and between Amass Insights LLC, a Delaware limited liability company (“Company”, “we”, or “us”), and You (“you”, “your”) (each party including its respective affiliates, subsidiaries, successors and/or assigns, a “Party” and collectively, the “Parties”). To the extent you access the Website, Content or Interactive Services as an agent of any legal entity or on behalf of an organization or entity (“User’s Organization”), you represent and warrant that you have the legal and corporate power and authority to agree to this Agreement on behalf of the relevant organization or entity and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to the User’s Organization).

All capitalized terms used herein without definition shall have the same meaning in this Agreement as set forth in the Terms of Use or Privacy Policy, as applicable. In the event of a conflict between the terms of this Agreement and the Terms of Use or Privacy Policy, the terms of this Agreement shall control.

By clicking to accept or agree to the MNDA & Trial Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement, found at blog.amassinsights.com/mnda-trial-license-agreement.

This Agreement may be supplemented by one or more online, electronic, or written enrollment forms, trial approval forms, order forms, statements of work, program addenda, pricing acknowledgements, trial approvals, reseller onboarding forms, or other documents accepted by the Parties that reference this Agreement, including any Partner Enrollment Form or Trial Approval Form (each, an “Enrollment Form”). Each Enrollment Form is incorporated into and forms part of this Agreement. In the event of a conflict between this Agreement and an Enrollment Form, the Enrollment Form shall control solely with respect to the Service, Platform, trial scope, approved recipients, fees, program, trial, reseller onboarding, or other subject matter described in such Enrollment Form.

In consideration of the premises and the mutual conditions and covenants contained herein, the Parties agree as follows:

1. Purpose

Each Party is willing to furnish the other with certain information, whether in oral, written, demonstrative, graphic, electronic, machine readable, or in other tangible or intangible form, in whole or in part, and whether delivered to or obtained by the recipient directly or indirectly (the “Information”), pertaining, but not limited, to such Party which is non-public, confidential, or proprietary in nature (“Confidential Information”). Confidential Information also includes printed or electronic books, records, reports, memoranda, correspondence, statements, confirmations, presentations, analyses, models, spreadsheets, compilations, studies or other documents prepared by the receiving Party or its Representatives that contain or otherwise reflect such information (“Analyses”).

For the avoidance of doubt, Company’s Confidential Information shall include, without limitation, the identities of Company’s Representatives, Authorized Recipients, business partners or suppliers, information about the Company’s Representatives, Authorized Recipients, business partners or suppliers, and the software, source code, systems, technology, algorithms, concepts, database structuring, processes and general knowledge and techniques developed or used by Company or its suppliers.

You are willing to furnish Company with certain Information about your software, services, research and data including related documentation, data, files and other information (collectively, the “Service”), conduct diligence, assess market fit, evaluate data quality, evaluate potential Client demand, prepare internal trial analyses, and determine whether to enter into a future commercial, reseller, referral, Data Accelerator Program, or other business relationship, but not for use in trading securities, live investment decision-making, production use, redistribution, or any other commercial purpose except as expressly permitted in an Enrollment Form (the “Company Purpose”).

Company is willing to furnish you with certain Information about its software, service, research, and data including related documentation, data, files and other information (collectively, the “Platform”), such that you can evaluate the effectiveness and usefulness of the Platform and the expertise of Company, and evaluate whether to enter into a future commercial, reseller, referral, Data Accelerator Program, or other business relationship (“Your Purpose”).

Any trial shall be limited to the data, duration, recipients, delivery method, permitted use, prohibited use, retention requirements, and other trial-specific limitations set forth in this Agreement and any applicable Enrollment Form. Unless expressly stated in an Enrollment Form, no trial authorizes production use, trading use, redistribution, external publication, benchmarking for public release, or creation of derivative products.

Company agrees that the Service is part of your Confidential Information and constitutes or incorporates your trade secrets and/or those of your third-party data suppliers. Each Party confirms its interest in examining the Information of the other and in consideration of the disclosing Party furnishing the Information.

2. Confidentiality

Each Party will exercise due diligence to maintain all Confidential Information in confidence and will use it solely in connection with the Company Purpose or Your Purpose. “Due diligence” means at least the same precautions and standard of care which a reasonable person in such business would use to safeguard proprietary information of its own and its clients. This Agreement covers any Information whether disclosed prior to, contemporaneously with or following the execution of this Agreement.

The receiving Party may permit access to the Confidential Information only to officers, directors, employees, consultants, agents, or representatives (collectively, “Representatives”) who have a need to know such Confidential Information for the Company Purpose or Your Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein. In the case of Company, Company may also provide access to Verified Insights Users, prospective Clients, or other third-party trial participants only to the extent such recipients are identified in, approved through, or otherwise permitted by an applicable Enrollment Form or separate written approval from you (collectively, “Authorized Recipients”).

Company shall notify you in writing before granting any third party access to live Service data, other than access by Company personnel, affiliates, contractors, infrastructure providers, security providers, legal advisors, finance advisors, or other service providers who are bound by confidentiality obligations and who access the Service solely to support Company’s performance under this Agreement.

3. Scope Limitation

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of direct or indirect disclosure by the receiving Party or anyone to whom it discloses the information (for purposes of clarity, this exception does not include Content made available through the Platform that are based upon public information); (b) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party who is not bound by a confidentiality agreement with the disclosing Party or other legal or fiduciary obligation of secrecy; (c) the receiving Party can demonstrate was known to it or in its possession on a non-confidential basis prior to the date of disclosure by the disclosing Party; (d) the receiving Party can demonstrate was independently developed by it, without use of or reference to the Information (and is not a recreation of information provided through the Platform by accessing and compiling the original sources of such information); or (f) is furnished by the disclosing Party to others with written confirmation that such information is not confidential and may be disclosed.

The Parties acknowledge that certain data points or findings may not, on a stand-alone basis, constitute Confidential Information (as some may fall under the scope limitation referenced above), however it is the compilation of part or of all data points based on the disclosing Party’s skill, selection, arrangement, judgement, methodology, and prior research efforts that is proprietary and valuable to disclosing Party.

4. Proprietary Rights

The Information provided by or on behalf of the disclosing Party shall at all times remain the exclusive property of the disclosing Party and the receiving Party will not use or disclose Information to anyone, other than to Authorized Recipients, without the disclosing Party’s prior written consent. No trademarks, inventions, copyrights, patents, or other proprietary rights are implied under this Agreement.

For the avoidance of doubt, you own and retain all right, title and interest, including all copyright and intellectual property rights in the Service and copies thereof, in any form or medium, whether now known or hereafter devised, sufficient to grant the licenses hereunder.

For clarity, you own and retain all right, title, and interest in and to the Service, Documentation, delivery systems, model methodology, signal architecture, source code, proprietary technical designs, non-public technical implementation details, and other underlying intellectual property. Company shall not disclose, provide, or share your model methodology, signal architecture, source code, proprietary technical designs, non-public technical implementation details, or other sensitive technical information with any Authorized Recipient, prospective Client, or third party without your prior written approval.

For clarity, Company owns and retains all right, title, and interest in and to the Platform, Company systems, Company workflows, Company sales materials, Company market feedback, Company prospect lists, Company CRM records, Company analyses that do not disclose your Confidential Information, and Company’s data buyer network. Nothing in this Agreement grants you any right, title, or interest in the foregoing except as expressly provided herein.

5. License

You grant to Company and any Authorized Recipients approved under this Agreement or an applicable Enrollment Form a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free right and license to access, copy, and use the Service, free of charge solely for the Company Purpose during the term of this Agreement or the applicable Trial, whichever is shorter. This license allows Company and its service providers, solely for the benefit of Company or an approved Authorized Recipient, to access, copy, host, process, and technically evaluate the Service on computers, cloud infrastructure, and other media at a Company or service provider facility, regardless of location, solely for the Company Purpose.

Unless expressly permitted in an Enrollement Form, Authorized Recipients may not redistribute the Service outside their approved evaluation team, use the Service for production purposes, use the Service to make live investment decisions, use the Service to trade securities or financial products, publish results derived from the Service, create derivative products from the Service, or use the Service for any purpose other than the approved trial. All rights not granted hereunder by you are expressly reserved by you.

6. Restrictions

Without prior written consent, the receiving Party shall not, and shall not allow its Representatives or Authorized Recipients to disassemble, decompile, decipher, reconfigure, unobfuscate, reformat, alter, reproduce, benchmark for publication, train models on, make derivatives or improvements to or from, reverse engineer, or subject to experimentation, or otherwise seek to duplicate the performance characteristics, model methodology, signal architecture, source. Code, protocols, data collection methodology, data processing methodology, or technical design of any datasets, software programs, data products, signals, models, systems, platforms, or hardware devices provided by the disclosing Party hereunder.

For the avoidance of doubt, Authorized Recipients may not: (i) modify or create any derivative works of or improvements to the Service or the Platform; (ii) disassemble, decipher, reconfigure, reverse engineer, decompile, alter, reproduce, or otherwise seek to duplicate the performance characteristics, methodology, signal architecture, source code, protocols, executable, object, source or database code of the Service or the Platform or any components thereof; (iii) redistribute, disseminate, encumber, sell, rent, lease, sublicense, use the Service or the Platform in a timesharing or service bureau arrangement, or otherwise transfer rights in and to the Service or the Platform; (iv) use the Service for commercial purposes other than for the Company Purpose; (v) use the Platform for commercial purposes other than Your Purpose; or (vii) use the Service in any manner not expressly permitted by this Agreement or an applicable Enrollment Form.

7. Your Representations and Warranties

You represent, warrant, and covenant that:

i. You have taken all corporate action necessary for the authorization, execution, and delivery of this Agreement;

ii. You have obtained and shall maintain all rights, approvals, licenses, certifications, accreditations and consents necessary to perform your obligations under this Agreement and disclose the Service to Authorized Recipients for the Company Purpose;

iii. The Service shall not infringe upon the intellectual property or proprietary rights of any third party.

iv. Where the Service includes third party information and/or sources, all necessary permissions and licenses have been obtained by you;

v. Except as expressly disclosed in an Enrollment Form, the Service is not intended to provide, and does not provide, tax, legal, insurance, or investment advice;

vi. Except as expressly disclosed in an Enrollment Form, nothing in the Service should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by you or any third party;

vii. Except as expressly disclosed in an Enrollment Form, the Service does not constitute a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is suitable for any specific person;

viii. Each disclosure of the Service by you hereunder will be in full compliance with all applicable laws and regulations, including, where applicable, the Gramm-Leach-Bliley Act of 1999 and its implementing regulations and guidelines, and the European Union’s General Data Protection Regulation (GDPR);

ix. You have all rights required to permit Company to use the Service described herein without infringing any copyright, patent, trade secret or other proprietary right of any third party;

x. There are no approvals from any governmental agency or authority which are required for the execution, delivery, and performance by you of this agreement and the transactions contemplated hereby;

xi. You have all rights required to permit Authorized Recipients to use the Service free and clear of all liens, security interests, pledges, charges or other encumbrances;

xii. To your knowledge, there is no material violation, conflict or infringement by any person or entity of any right of yours with respect to the Service;

xiii. There is no claim, suit, action or proceeding pending or, to your knowledge, threatened against you:

a. alleging any violation, conflict or infringement with any intellectual property or other proprietary right owned by any other person or entity; or

b. challenging your ownership or use of, or the validity or enforceability of, the Service;

xiv. You and your Representatives will not disclose to Company or Authorized Recipients any:

a. information that you do not have the right to disclose;

b. material, non-public information , except where expressly disclosed in an Enrollment Form and approved by Company in writing before delivery;

c. information that you know or reasonably should know breaches or breached any agreement, contract, confidentiality obligation or duty to which your direct or indirect source was subject; or

d. information or materials, in any form, that alone, or in combination with other information or materials, uniquely identifies, directly or indirectly, an individual (e.g., a name, an identification number such as a social security number, address or other location data, telephone number, information concerning accounts, financial standing, investment holdings and other financial data and information, assets, etc.); is considered "sensitive personal data", such as political opinions, ethnicity, religious beliefs or information related to the physical or mental health of an individual, protected health information; or information relating to an individual or individuals which is otherwise protected under applicable law (“Personal Information”); and

xv. To the best of your knowledge, the Service described herein do not contain any disabling devices or viruses that are intended to damage any system or data or could prevent Company from using Company’s system or data, and the Service described herein will be free of defects which materially affect their performance. You shall use commercially reasonable efforts to scan, identify and remove any viruses uploaded to or placed in the Service or incorporated into them.

For the avoidance of doubt, you shall be solely responsible for compliance with all applicable laws, rules, regulations and administrative orders relating to privacy and data protection, including, but without limitation, the European Union’s General Data Protection Regulation (GDPR). In no event shall you disclose or otherwise provide any Personal Information to Company or Authorized Recipients or provide any information to Company or Authorized Recipients which would allow Company or Authorized Recipients to identify any underlying individual to which the Service relates unless expressly disclosed in an Enrollment Form and approved by Company in writing before delivery.

You shall notify Company immediately after discovering any possible breach of these covenants.

8. Company Representations and Warranties

Company represents, warrants, and covenants that:

i. The Service is provided to the Company for the Company Purpose only;

ii. Company has all legal rights and permissions necessary to perform its obligations under this Agreement;

iii. Company shall comply with all local, state, national, and international laws, rules, and regulations applicable to Company’s use of the Service.

iv. Company will not use the Service for illegal, fraudulent, unethical, or inappropriate purposes.

v. Company will not knowingly use the Service outside the scope of the Company Purpose or any applicable Enrollment Form;

vi. Company will not create, commercialize, or distribute derivative products based on the Service unless expressly authorized in a separate written agreement;

vii. Company will not disclose your model methodology, signal architecture, source code, proprietary technical designs, non-public technical implementation details, or other sensitive technical information to any Authorized Recipient, prospective Client, or third party without your prior written approval; and

viii. Company will not knowingly make technical, performance, methodology, coverage, compliance, regulatory, investment, or other substantive claims regarding the Service except as authorized in Documentation, written instructions from you, written materials provided or approved by you, or an applicable Enrollment Form.

9. Fees

There are no fees associated with this Agreement.

10. Term and Termination

This Agreement commences on the date when you affirmatively agree to accept it through Company’s website and remains in full force and effect until terminated by either Party. Either Party may terminate this Agreement for convenience upon thirty (30) days’ advance written notice to the other Party.

You will disable Company’s access to the Service at the expiration or termination of this Agreement. Thereafter, the license granted hereunder to Company shall terminate.

On or after termination, upon written request by the disclosing Party, the receiving Party will promptly return to the disclosing Party, or destroy, as the parties agree, the Confidential Information and any copies, notes, extracts, or other derivative material thereof in the receiving Party’s possession or within its control, except: (i) the portion of the Confidential Information that consists of or is incorporated into Analyses prepared by Authorized Recipients; (ii) copies of the Confidential Information to the extent required by law or maintained pursuant to receiving Party’s document retention program; or (iii) Confidential Information on receiving Party’s backup tapes or its servers if permanent deletion would be infeasible. If receiving Party does not request in writing that the other Party delete the Confidential Information, receiving Party may retain the Confidential Information only as set forth above subject to its confidentiality obligations herein.

The terms of this Agreement that by their terms are perpetual or are otherwise intended to survive this Agreement shall survive the termination or expiration of this Agreement.

11. Disclosure

In the event that a receiving Party receives a request or otherwise becomes legally compelled by a court, government, judicial or administrative agency, legislative body or committee, self-regulatory organization or applicable regulatory body of competent jurisdiction or under any subpoena, law, statute, regulation, directive, decree, order, inquiry, or binding notification to provide or disclose any of the Confidential Information, the receiving Party will provide the disclosing Party with prompt written notice, to the extent legally permissible, so that the disclosing Party may contest such disclosure, seek a protective order or other appropriate remedy (and if the disclosing Party seeks such an order, the receiving Party will provide such cooperation as the disclosing Party reasonably requests) and/or waive compliance with the provisions of this Agreement. If a protective order or other remedy is not obtained, the receiving Party may disclose, without liability hereunder, such Confidential Information in accordance with, but solely to the extent necessary, in the reasonable opinion of its counsel, to comply with the foregoing. Such disclosing Party agrees to reimburse such receiving Party for its reasonable expenses, including the reasonable fees and expenses of its counsel, in connection with action taken pursuant to this paragraph. Notwithstanding the foregoing, notice to such disclosing Party shall not be required where disclosure is made in response to an examination by a self-regulatory organization.

Company shall have the right to disclose your identity and the existence or nature of this Agreement to its Representatives, professional advisors, service providers, prospective Clients, and Authorized Recipients solely for the Company Purpose, subject to the confidentiality obligations and marketing approval restrictions in this Agreement and any applicable Enrollment Form. Company shall not issue any press release, public statement, reusable marketing material, marketplace listing, or public announcement identifying you or describing the Service without your prior written approval, except as otherwise expressly permitted in an Enrollment Form.

12. No Restriction on Trading

Nothing herein is intended to limit or prohibit Company or any Authorized Recipients from trading any financial product, including specifically those regulated by the SEC or CFTC, provided that neither Company nor any Authorized Recipient may use the Service, Confidential Information, or trial results for live trading, production investment decision-making, or other purposes outside the Company Purpose unless expressly authorized in a separate written agreement.

13. No Limitations

Each Party acknowledges that either Party may, from time to time, evaluate investments in, offer services to, purchase and sell securities and loans issued by, and enter into other transactions with, companies that may be competitors, suppliers or clients of other Party. Nothing herein limits either Party’s ability to conduct such activities and determine, in its sole discretion, the direction of its business and any products or services it may purchase or offer. The Parties further acknowledge that either Party may be engaged in the research, development, production, marketing, licensing and/or sale of similar services or products to those being considered under this Agreement, which may be competitive with those of the other and may display the same or similar functionality or direction. Nothing in this Agreement shall be construed to prevent a Party from engaging independently in such activities, provided it does not use the Confidential Information of the other in order to do so.

14. No Representations

Neither Party nor any of its Representatives makes any express or implied representation or warranty hereunder as to the accuracy or completeness of the Information, including the warranty of merchantability or fitness for a particular purpose or use (whether or not the purpose or use has been disclosed), warranties of title and non-infringement, any implied indemnification obligations or other warranties that arise from trade usage or custom. Neither Party shall have any liability hereunder to Authorized Recipients relating to or resulting from use of the Information or for any errors therein or omissions therefrom. The Information is provided on an “as-is” and “as-available” basis and use thereof is at Authorized Recipients’ own risk.

15. Indemnity

You shall defend, hold harmless, indemnify, or, at your option, settle any third party claim, suit, or proceeding against Company and Authorized Recipients from and against all losses, liabilities, costs, damages and expenses, including but not limited to reasonable legal fees and expenses, incurred or suffered by any of the foregoing indemnitees as a result of: (i) any claims, actions or demands alleging infringement or violation of intellectual property or other proprietary rights by you or your Representatives; (ii) breach of this Agreement by you or your Representatives, (iii) your violation of applicable law; or (iv) your unauthorized disclosure or delivery of material non-public information, Public Information, or information you do not have the right to disclose. The foregoing indemnity shall not apply to the extent a claim arises from Company’s unauthorized modification of the Service, use of the Service outside the Company Purpose, breach of this Agreement, or combination of the Service with other data, materials, products, or services not provided or authorized by you. Company will notify you in writing of the claim, suit or proceeding and give all information and assistance reasonably requested by you or your designee.

16. Limitation on Liability

EXCEPT FOR YOUR INDEMNIFICATION OBLIGATION, A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNAUTHORIZED USE OR DISCLOSURE OF THE SERVICE OR PLATFORM, OR UNAUTHORIZED DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION OR PERSONAL INFORMATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

17. No Obligations or Contract

The Parties acknowledge that you are an independent contractor for purposes of this Agreement and this Agreement does not give rise to any intention, commitment, or obligation of either Party to enter into any kind of business relationship with the other Party. Any business relationship between the Parties, if any, must be governed by a separate definitive agreement pursuant to which the Parties intend to be legally bound. Notwithstanding the foregoing, any Enrollment Form accepted by the Parties shall create binding obligations with respect to the specific trial, Approved Recipients, or other terms set forth therein.

18. Choice of Law

This Agreement will be governed by and construed under, the laws of the State of New York, without regard to the principles of choice of law to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, UCITA whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified shall not apply to this Agreement and is hereby disclaimed. This Agreement shall inure to the benefit of the Parties and their respective successor and assigns.

Each Party agrees: (i) that the Federal Courts of the United States in the Southern District of New York and the courts of the State of New York in New York County, in the borough of Manhattan are to have jurisdiction to settle any disputes in connection with this Agreement; (ii) to submit to the jurisdiction of such courts; and (iii) to waive any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, waive any objection that such proceedings have been brought in an inconvenient forum and further waive the right to object, with respect to such proceedings, that such court does not have jurisdiction over said party.

The Parties acknowledge that in the event of any breach or threatened or anticipated breach of this Agreement by a Party or its Representatives, the non-breaching Party may be irreparably and immediately harmed and could not be made whole by monetary damages. Therefore, in such event, without prejudice to any rights and remedies otherwise available, the non-breaching Party shall be entitled to seek equitable relief by way of injunction, specific performance or otherwise. Each party, to the extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement.

19. Severability

No course of dealing, course of performance, or failure or delay on the part of either party in the exercise of any right, term, condition, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, term, condition, power or remedy preclude other or further exercise thereof, or the exercise of any other right, term, condition, power or remedy. Waiver of any terms of this Agreement shall be valid only if in writing and if designated as such. In the event that any court having competent jurisdiction over the interpretation of this Agreement shall finally determine that one or more of the provisions shall be illegal, unenforceable, void, or invalid in any respect, then such provision shall be deemed limited and restricted to the extent that such court shall deem it to be enforceable, and, as so limited or restricted, shall remain in full force and effect. Any other provision not affected will remain in full force and effect. Any such judicial interpretation requiring limitation or deletion of a provision shall be valid only in the jurisdiction in which such interpretation is made.

20. Counterparts

In construing the terms of this Agreement, no presumption shall operate in either party’s favor as a result of its counsel’s role in drafting the terms or provisions hereof. Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement. This Agreement and any amendments thereto may be executed in any number of counterparts by an authorized representative of each of the respective parties, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Agreement and any Enrollment Form may be accepted electronically, by clickwrap, by email confirmation, by signature, or by any other process made available by Company. Any such electronic acceptance shall be deemed binding as an original signature.

21. Assignment & Binding Effect

Neither Party may assign this Agreement without the other Party’s prior written consent, except that no such consent is needed in the event of a Party’s assignment or transfer of the majority of its stock or all or substantially all of its assets to which the Service or Platform relates, as part of a merger, acquisition or asset sale. Any assignment in violation of this Agreement will be void.