Last Updated: June 23, 2026

Master Content Distribution (Reseller) Agreement

THIS MASTER CONTENT DISTRIBUTION 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, Privacy Policy or MNDA & Trial Agreement, as applicable. In the event of a conflict between the terms of this Agreement and the Terms of Use, Privacy Policy, or MNDA & Trial Agreement (need a login to view), the terms of this Agreement shall control.

By clicking to accept or agree to the Reseller 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/reseller-agreement.

This Agreement may be supplemented by one or more online, electronic, or written enrollment forms, order forms, statements of work, program addenda, pricing acknowledgements, trial approvals, or other documents accepted by the Parties that reference this Agreement, including any Data Partner Enrollment 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 Content Services, fees, program, trial, or other subject matter described in such Enrollment Form.

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

1. Definitions and Construction

The word ‘including’ shall be deemed to mean ‘including but not limited to’ unless expressly set forth to the contrary. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole, including the Attachments and Appendices hereto, as the same may be amended or supplemented and not to any subdivision contained in this Agreement. References herein to a Section, subsection, clause, Attachment or Appendix shall refer to the appropriate Section, subsection, clause, Attachment or Appendix in or to the Agreement. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. References herein to “dollars” and “$” are to United States Dollars. Where any provision in this Agreement refers to an action to be taken by a Party, or which such Party is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Party. Capitalized terms shall have the meanings ascribed to them below. Other capitalized terms may be defined in the body of the Agreement.

“Agreement” shall have the meaning set forth in the preamble.

“Approved Marketing Materials” means reusable written materials approved by you for use by Company in marketing or describing the Content Services, including sales decks, one-pagers, marketplace listings, website descriptions, email templates, trial summaries, and substantially similar prospect-facing materials.

“Change Notification” means the written notification by you to Company of Content Services Enhancements or Delivery System Upgrades. Such Change Notification will include the effective date of the change, description of the change, anticipated impact, period for implementation of such change by Company and recommended actions, if any. For the avoidance of doubt, no Change Notification is required for Content Updates.

“Clients” means entities that enter into agreements with Company to access and use the Content Services or Derivative Products.

“Company” shall have the meaning set forth in the preamble.

“Company Modification” shall have the meaning set forth in Section 10.

“Content Services” means your editorial content, business data, financial data, other data and information, compilation, selection and arrangement of such content and data, navigational aids and software within computer readable files, copies of documents, and databases compiled from that data.

“Content Services Enhancement” means any change, addition or enhancement to a Content Service which may be required or optional.

“Content Update” means ongoing updates of the Content in the ordinary course of business for the purpose of maintaining the Content current.

“Data Accelerator Program” means Company’s optional partner commercialization program, if selected in an Enrollment Form, under which Company may provide business development, data monetization, market feedback, positioning, trial coordination, licensing support, CRM or pipeline visibility, and related commercialization services.

“Delivery System” means the delivery system used by you to transmit the applicable Content Services to Company. The Delivery System could be through direct access to your cloud-hosted database, through an API offering equivalent information, or, if mutually preferable, through your web-based product, or another mutually agreeable method.

“Delivery System Upgrade” means any change, upgrade, or enhancement to the features and functionality of a Delivery System which may be required or optional.

“Derivative Products” means only those products, datasets, analytics, signals, models, scores, compilations, or other outputs derived from or based on the underlying Content Services that are expressly authorized in an applicable Enrollment Form or separate written amendment as Derivative Products. For clarity, unless an Enrollment Form expressly authorizes Derivative Products, Company shall have no right to create, commercialize, or distribute Derivative Products based on the Content Services.

“Derivative Documentation” means any documentation created by Company that is derived from or based on the underlying Content Services or Documentation solely to the extent expressly authorized in an applicable Enrollment Form or separate written amendment.

“Distribution Channels” means Company’s secure website, SFTP, APIs, direct contact (email, paper, verbal), or other equivalent secure electronic distribution channels, through which Company is authorized to allow Clients access to and use of the Content Services and Derivative Products.

“Distribution Territory” means approved distribution territories, through which Company is authorized to allow Clients access to and use of the Content Services. Unless otherwise noted, the Distribution Territory is worldwide.

“Documentation” means the Content Services and Delivery System specifications and any other documentation pertaining thereto that are provided by you to Company under this Agreement.

“Excluded Prospect” means a prospective Client excluded from Company’s outreach pursuant to Section 2(e) or an applicable Enrollment Form.

“Intellectual Property Rights” means rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (whether or not any of them are registered and including applications for registration of any of them), know-how, moral rights, trade secrets, confidential and proprietary information, all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world now existing or hereafter arising.

“Losses” shall have the meaning set forth in Section 12(a).

“Net Sales” shall have the meaning set forth in Section 9(b).

“Party” or “Parties” shall have the meaning set forth in the preamble.

“Pricing Parameters” means any mutually agreed target pricing range, minimum annual subscription price, discount authority, trial-to-paid conversion structure, or other pricing terms set forth in an Enrollment Form or otherwise acknowledged in writing by the Parties.

“Program Fees” means any onboarding fee, setup fee, subscription fee, Data Accelerator Program fee, or other upfront or recurring fee payable by you to Company as set forth in an Enrollment Form.

“Revenue Share” shall have the meaning set forth in Section 9(a).

“Term” shall have the meaning set forth in Section 14(a).

“Trial” means a limited evaluation, proof-of-concept, pilot, sample-data review, or other pre-commercial access to the Content Services by a prospective Client, subject to the limitations set forth in this Agreement, the applicable Client agreement, and any applicable Enrollment Form.

“User’s Organization” shall have the meaning set forth in the preamble.

“You” or “your” shall have the meaning set forth in the preamble.

“Your Trademarks” means your trademarks, service marks and logos.

2. Limited Licenses

(a) Distribution

You hereby grant Company a limited, non-exclusive, worldwide right and license during the Term to sell, sublicense, reproduce, distribute, display, and perform the Content Services to Clients, through Distribution Channels. If, and only if, an applicable Enrollment Form expressly authorizes Derivative Products, the foregoing license shall also apply to such authorized Derivative Products solely within the scope stated in such Enrollment Form. Further, in order to enable access to and to fit the Content Services and any authorized Derivative Products to the format and look & feel of the Distribution Channels, Company may store, process, reproduce, adapt and reformat the Content Services solely for distribution, evaluation, trial, technical integration, security, and commercialization purposes under this Agreement.

(b) Documentation

You hereby grant Company a limited, non-exclusive right and license, during the Term to use the Documentation in order to enable Company to distribute the Content Services or Derivative Products to Clients and prospective Clients pursuant to this Agreement. Company may make reasonable number of copies of the Documentation and reproduce and reformat the Documentation and display electronically, only as necessary for the foregoing purpose. Any copies that Company makes are and shall be exclusively owned by you or your providers.

(c) Distribution Channels

Company shall not market, display or otherwise provide the Content Services via any means other than the Distribution Channels in the Distribution Territory.

(d) Distribution Format

Company shall distribute the Content Services in an electronic format through its Distribution Channels.

(e) Exclusions

Company may from time to time provide you with the name of a prospective Client or a list of prospective Clients before initiating outreach or before materially advancing outreach. Within five (5) business days after receipt, you may notify Company in writing that a prospective Client is excluded because you have an existing active relationship, prior direct commercial discussion, contractual restriction, regulatory restriction, or other reasonable conflict with such prospective Client. Any such Excluded Prospect shall not be marketed by Company without your prior written approval. If you do not respond within five (5) business days, Company may proceed with outreach. Notwithstanding the foregoing, no prospective Client shall be excluded to the extent Company has already materially marketed, introduced, or advanced commercial discussions regarding the Content Services with such prospective Client before receiving your exclusion notice, unless otherwise agreed in writing. The Parties may modify the exclusion process in an applicable Enrollment Form.

(f) Third Party Access

Company may from time to time permit access to and use of the Content Services or authorized Derivative Products by its affiliates, service providers, contractors, sales representatives, that maintain, develop, sell, or create the Content Services, Distribution Channels and authorized Derivative Products, but solely for the benefit of and to effectuate the rights granted to Company hereunder. Company shall notify you in writing before granting any third party access to live Content Services, 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 Content Services solely to support Company’s performance under this Agreement.

(g) Reservation of Rights

All rights not granted to Company herein are expressly reserved by you.

(h) Product Advisory and Sensitive Technical Information

Company may provide commercial, product, packaging, positioning, market feedback, buyer requirement, licensing, and data monetization advice regarding the Content Services. 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 prospective Client or third party without your prior written approval.

3. Marketing

(a) No Promises

Company shall not make any promises or representations or give any warranties, guarantees or indemnities on behalf of you or in respect of the Content Services, except for those expressly authorized by you in writing and in advance.

(b) Press Releases

Each Party will submit to the other Party, for its prior written approval, any press release or other public statement regarding the transactions contemplated hereunder, which consent shall not be unreasonably withheld or delayed.

(c) Marketing Materials

Any reusable written sales deck, one-pager, marketplace listing, website description, email template, trial summary, or other materially reusable written marketing material used by Company to describe you or the Content Services to prospective Clients shall be subject to your prior written approval, not to be unreasonably withheld, conditioned, or delayed. You shall respond within three (3) business days after receipt. If you do not respond within such period, the materials shall be deemed approved. Company may make non-substantive formatting, grammar, personalization, sequencing, and prospect-specific changes without additional approval, provided such changes do not materially alter the approved description of you or the Content Services.

(d) No Unauthorized Technical Claims

Company shall not knowingly make technical, performance, methodology, coverage, compliance, regulatory, investment, or other substantive claims regarding the Content Services except as authorized in Approved Marketing Materials, Documentation, written instructions from you, or other written materials provided or approved by you.

4. Delivery of Content Services

(a) Delivery and Format

You will deliver the Content Services to Company or make it available for retrieval by Company via the Delivery System.

(b) Storage

Company may, at its option, store the Content Services at its data center, solely for the purpose of subsequent electronic distribution to Clients and technical integration, security, support, trial administration, and, only if expressly authorized in an Enrollment Form, creation of authorized Derivative Products.

(c) Security

Company shall maintain adequate security precautions, consistent with then current standards in the industry, to prevent unauthorized access to or distribution of the Content Services or Derivative Products by or through the Distribution Channels.

5. Support

If Company experiences problems with the delivery or format of the Content Services or the Delivery System that negatively impact its ability to provide Content Services or Derivative Products to Clients, Company shall notify you. You will respond within a commercially reasonable time frame, so that Company’s ability to provide the Content Services or Derivative Products to clients is uninterrupted, or in the case of a more substantial issue, you will advise Company as to the length of the interruption. You will put forward commercially reasonable efforts to cure any issues in a timely fashion.

6. Updates, Enhancements and Changes

(a) Change Management

You will use commercially reasonable efforts to provide Content Updates, Delivery System Upgrades and Content Services Enhancements. As you are developing Content Updates, Delivery System Upgrades, and Content Service Enhancements, you shall give Company the option to utilize each of these improvements in order to better service its clients. You shall also keep Company informed of upcoming Content Updates, Delivery System Upgrades, and Content Service Enhancements. In the event this does not apply, Company shall follow your reasonable change management instructions.

(b) Take Down

You, in reasonable judgment, may determine that it is necessary to cease to provide to Company or require Company to delete, remove, correct, substitute or otherwise modify particular Content Service that has already been loaded into Company’s systems due to threat or initiation of legal action, violation of third party’s rights, compelled by contract, law or regulation, or a material error in the Content Services. In any such event, you shall promptly give Company written notice of such request, which notice shall include any unique identifier of the Content Service in question. Company shall use commercially reasonable efforts to comply with such request promptly upon receipt of such notice. Notwithstanding the foregoing sentence, if you take down any Content Services pursuant to this paragraph, you shall pass through or repay to Company a pro-rata portion of any pre-paid payments, if any, for such Content Services and shall adjust any future payments pro-rata to reflect the take down of the relevant Content Services.

(c) Notification of Changes by Company

If Company becomes aware of any necessary corrections to the Content Services, it shall contact your helpdesk or other relevant contacts so that you can rectify the situation.

7. Proprietary Rights

(a) Your Ownership

All right, title and interest, including all Intellectual Property Rights in the Content Services, Delivery System, Documentation and Your Trademarks, in any form or medium, whether now known or hereafter devised, are and shall remain the sole and exclusive property of you or your providers, and Company is not by reason of this Agreement acquiring any rights therein, other than as expressly provided in this Agreement.

(b) Company Ownership

All right, title and interest, including all Intellectual Property Rights in the Distribution Channels, Company systems, Company workflows, Company sales materials, Company market feedback, Company prospect lists, Company CRM records, and any authorized Derivative Products or Derivative Documentation to the extent expressly stated in an applicable Enrollment Form, in any form or medium, whether now known or hereafter devised, are and shall remain the sole and exclusive property of Company or its providers, and you do not by reason of this Agreement acquire any rights therein, other than as expressly provided in this Agreement.

(c) No Reverse Engineering; No Unauthorized Derivatives

Except to the extent expressly authorized in an applicable Enrollment Form or separate written amendment, Company shall not create, commercialize, or distribute Derivative Products based on the Content Services. Company shall not reverse engineer, disassemble, decompile, decipher, or otherwise seek to duplicate the performance characteristics of the Content Services, Delivery System, or any component thereof.

(d) Trademarks

You grant Company a non-exclusive, non-transferable, non-sublicensable, worldwide right and license, during the Term to display Your Trademarks in connection with the Content Services or Derivative Products and on Company’s marketing and promotional materials. All uses of Your Trademarks shall inure solely to the benefit of you. Company shall acquire no right, title or interest in Your Trademarks, or any goodwill associated therewith. All rights and title in Your Trademarks are and shall be exclusively owned by you, and any rights not expressly granted therein and thereto are reserved to you. In the event you notify Company of any deficient usage of Your Trademarks, Company shall use all commercially reasonable efforts to correct such usage.

(e) Infringement

You shall have the right, but not the obligation, to prosecute and conduct all proceedings or actions involving your Intellectual Property Rights and to take any actions that you may deem proper or necessary for the protection of your Intellectual Property Rights. Upon your request, Company shall cooperate fully with you in connection with any such actions.

(f) Injunctive Relief

Losses caused by a violation or threatened violation of this Section 7 may not be adequately compensated by money damages alone. Accordingly, either Party shall be entitled to seek an injunctive relief in the event of a violation or threatened violation of this Section 7 as well as to money damages and such other appropriate relief in law or in equity.

8. Arrangements with Clients

(a) Client Agreement

Company will enter into written agreements with Clients for the provision of the Content Services and Derivative Products.

(b) Pricing, Invoicing and Billing

Company will set the prices of the Content Services it licenses to Clients in consultation with you and subject to any Pricing Parameters set forth in an Enrollment Form or otherwise acknowledged in writing by the Parties. Company shall not communicate pricing to a prospective Client outside the agreed Pricing Parameters or below any agreed minimum price without your prior written acknowledgement. Company shall have sole responsibility for communicating pricing to prospective Clients, negotiating Client agreements, and invoicing and billing of Clients for the usage of the Content Services and Derivative Products.

9. Payments and Reporting

(a) Program Fees and Revenue Share

You shall pay Company any Program Fees set forth in an applicable Enrollment Form. Unless otherwise stated in an Enrollment Form, Program Fees are due in full upfront, are earned upon receipt, and are non-refundable except as expressly stated in the applicable Enrollment Form. In addition, Company shall pay to you seventy percent (70%) of Net Sales of Content Services and any authorized Derivative Products (“Revenue Share”) on a monthly basis within thirty (30) days after receiving the payment from the Client. Company shall wire or otherwise pay amounts due to you through a mutually agreeable method. The Parties may agree in an Enrollment Form that Program Fees will be credited against, offset by, or reduce future Revenue Share.

(b) Calculation of Net Sales

Net Sales shall be calculated based on the amount of revenue received by Company from Clients for the usage of the Content Services or Derivative Products in each calendar month excluding the items set forth below (“Net Sales”). Net Sales shall not include: (i) fees applicable to any additional Company service or product that is not the subject of this Agreement, (ii) any and all applicable fees billed to the Client or directly to Company by any other third party provider in connection with the Content Services or Derivative Products, and (iii) taxes, based on the products and services provided to Clients; and (iv) provided, however, that any third-party fees or expenses deducted from revenue shall be disclosed to you in advance and shall require your prior written approval. Company shall provide reasonable supporting documentation relating to any such deduction upon your reasonable request. No such deduction shall be permitted if it would materially reduce Net Sales, materially diminish the economic benefit reasonably contemplated by you under this Agreement, or materially impair the Parties' ability to maintain a commercially reasonable and mutually profitable business relationship.

(c) Reporting

Company shall supply a usage and revenue report within thirty (30) days after the end of each calendar quarter unless a different interval is set forth in an Enrollment Form. The report shall include an accurate record of the number of active clients for Content Services and authorized Derivative Products, the total value and length of their subscriptions, and the type of Content Service or authorized Derivative Product they are subscribed to. If you participate in the Data Accelerator Program, Company will also provide commercially reasonable CRM or pipeline transparency at the level described in the applicable Enrollment Form.

10. Representations and Warranties

(a) Mutual

Each Party represents, warrants, and covenants as to itself that: (i) it has the authority to enter into and perform the duties and obligations described in this Agreement; (ii) the performance of the obligations hereunder does not conflict with any other agreement either signed or contemplated; and (iii) it will comply with all laws and regulatory requirements which may be applicable to its obligations hereunder.

(b) By You

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 the rights, approvals, licenses, certifications, accreditations, and consents necessary to perform your obligations under this Agreement and deliver the Content Services to Company in the format and manner and for the use set forth hereunder; (iii) the Content Services, in the format and manner delivered to Company, do not infringe Intellectual Property Rights; (iv) where the Content Services include third party information and/or sources, all necessary permissions and licenses have been obtained by you; (v) the Content Services are not intended to provide, and do not provide, tax, legal, insurance, or investment advice; (vi) nothing in the Content Services 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) the Content Services do not constitute a recommendation that any particular security, portfolio of securities, transaction, or investment strategy is suitable for any specific person; (viii) the Content Services do not and will not include any material, non-public information; (ix) the Content Services do no and will not include 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.) or 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”); (viii) each disclosure of the Content Services by you hereunder will be in full compliance with all applicable laws and regulations, including 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 Content Services 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; (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 Content Services; (xiii) there is no claim, suit, action or proceeding pending or, to your knowledge, threatened against you alleging any violation, conflict or infringement with any intellectual property or other proprietary right owned by any other person or entity challenging your ownership or use of, or the validity or enforceability of, the Content Services; and (xiv) to the best of your knowledge, the Content Services 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 Content Services described herein will be free of defects which materially affect their performance; and you shall use commercially reasonable efforts to scan, identify and remove any viruses uploaded to or placed in the Content Services 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 Clients or provide any information to Company or Clients which would allow Company or Clients to identify any underlying individual to which the Service relates. You shall notify Company immediately after discovering any possible breach of these covenants.

(c) By Company

Company represents, warrants, and covenants that: (i) Company has all legal rights and permissions necessary to perform its obligations under this Agreement; (ii) the transmission and distribution (other than in the format and manner delivered by you), of the Content Services or any other changes to the Content Services, including Derivative Products (collectively “Company Modification”), will not infringe upon, or otherwise violate any Intellectual Property Rights; (iii) Company shall comply with all local, state, national, and international laws, rules, and regulations applicable to Company’s use of the Content Services; and (iv) Company will not use the Content Services for illegal, fraudulent, unethical, or inappropriate purposes.

(d) Disclaimers

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES HEREUNDER, NEITHER PARTY NOR ANY OF ITS REPRESENTATIVES MAKES ANY REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), AS TO THE CONTENT SERVICES, THE DOCUMENTATION, THE DELIVERY SYSTEM, DERIVATIVE PRODUCTS OR ANY COMPONENTS THEREOF OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF.

11. Limits on Liability

(a) Direct Damages

NEITHER PARTY SHALL BE LIABLE TO EACH OTHER OR TO ANY OTHER ENTITY OR PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOOD WILL, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

(b) Cap

EXCEPT FOR CLAIMS ARISING UNDER OR RELATED TO A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR BODILY INJURY, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF COMPANY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY COMPANY TO YOU FOR THE RELEVANT CONTENT SERVICES THAT GAVE RISE TO SUCH CLAIM DURING THE PRECEDING TWELVE- (12-) MONTH PERIOD.

12. Indemnification

(a) By Company

Company shall, at its sole cost and expense, indemnify, defend and hold harmless you, your affiliates and your respective officers, directors, employees, consultants, agents and third party providers from and against all losses, liabilities, costs, damages and expenses, including but not limited to reasonable legal fees and expenses (collectively "Losses"), incurred or suffered as a result of any third party claims (including informal claims), actions or demands of infringement or violation of Intellectual Property Rights brought against any of your indemnitees arising out of or in connection with (i) Company's unauthorized use of the Content Services, the Documentation, the Delivery System or Your Trademarks in breach of the Agreement; or (ii) Company’s Modifications, but only to the extent such claim would not have arisen from Content Services, Documentation, Delivery System or Your Trademarks as provided by you or used as authorized under this Agreement.

(b) By You

You shall, at your sole cost and expense, indemnify, defend and hold harmless Company, its affiliates and its and their respective officers, directors, employees, consultants and agents from and against all Losses, incurred or suffered as a result of any third party claims (including informal claims), actions or demands of infringement or violation of Intellectual Property Rights brought against any Company indemnitee arising out of or in connection with the permitted use by Company of the Content Service, the Documentation, the Delivery System and Your Trademarks.

(c) Additional Actions by You

Without limiting your indemnification obligations, if the Content Services, Delivery System, Documentation or Your Trademarks are enjoined for any reason or if you believe they may be enjoined, you shall have the right, at your own expense to take action to: (A) procure for Company the right to continue using the Content Services, Delivery System, Documentation or Your Trademarks or any parts thereof, (B) modify the Content Services, Delivery System, Documentation or Your Trademarks as applicable, or any parts thereof or re-direct the manner in which they are used such that they become non-infringing, (C) replace the Content Services, Delivery System, Documentation or Your Trademarks or any parts thereof, as applicable with non-infringing materials; or if none of the foregoing is commercially reasonable, terminate the Agreement and refund on a pro-rata basis of the payments paid by Company for the period such services were not available or usable.

(d) Process

The indemnified Party shall provide the indemnifying Party with prompt written notice and copies of relevant documentation regarding any claim or action for which indemnification may be sought. Failure by the indemnified Party to give such notice to the indemnifying Party shall not relieve the indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure materially disadvantages the indemnifying Party. If the indemnifying Party fails to appoint an attorney within ten (10) business days after it has been notified in writing of any such claim or action, the indemnified Party will have the right to select and appoint an attorney and the reasonable cost and expense thereof will be paid by the indemnifying Party. The indemnifying Party shall control the defense of any such claim, provided however that it shall not settle, compromise or consent to the entry of any judgment, unless such settlement, compromise or consent includes an unconditional release of the relevant indemnitees from all liability arising out of such claim or action, and is solely monetary in nature and does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the relevant indemnitees or otherwise adversely affect any of them. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense thereof at the indemnifying Party’s expense.

13. No Limitations

(a) Business Opportunities

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. Notwithstanding the foregoing, each Party remains subject to any exclusivity, Excluded Prospect, approved prospect, non-use, confidentiality, or other restriction expressly set forth in an applicable Enrollment Form.

(b) No Restriction on Trading

Nothing herein is intended to limit or prohibit Company or any Clients from trading any financial product, including specifically those regulated by the SEC or CFTC.

14. Term and Termination

(a) Agreement Term

This Agreement commences on the date you affirmatively agree to accept it through Company’s website and shall continue in effect for a period of three (3) years (“Term”). Notwithstanding the foregoing, a Party may terminate the Agreement earlier, in accordance with the terms of this Section 14.

(b) Termination for Material Breach

In the case of material breach of any of the terms of this Agreement by a Party, the non-defaulting Party may terminate this Agreement within thirty (30) prior written notice and option to cure to the defaulting Party. The Parties acknowledge that in the event of a material 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.

(c) Immediate Termination by Either Party

Either Party may terminate this Agreement immediately for (i) violation of confidentiality obligations or infringement of Intellectual Property Rights, or (ii) if the other Party (A) shall generally not pay its debts as such debts become due, or (B) shall admit in writing its inability to pay its debts generally, or (C) shall make a general assignment for the benefit of creditors or (D) any proceeding shall be instituted by or against such Party seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the case of any proceeding instituted against such Party, such proceeding shall not be stayed or dismissed within sixty (60) days from the date of institution thereof, or (E) if such Party shall take any corporate action to authorize any of the actions set forth above in this Section 14(c).

(d) Effect of Termination

Upon termination of this Agreement, Company shall, unless otherwise instructed by you: (i) promptly terminate all access to the Content Services and cease distributing any portion thereof; (ii) upon written request by you, remove from its storage platform and any and all systems, all versions and copies of the Content Services and Documentation except to the extent Company is required to retain such information to comply with regulatory record keeping requirements; (iii) cease advertising and promoting the availability of the Content Services and Derivative Products; (iv) discontinue any and all use of Your Trademarks, except for reasonable quantities of general purpose materials (i.e. catalogs and brochures) which are in use at that time and may be used until same are replaced or reprinted, but not for longer than six (6) months; and (v) upon written request by you, return or instead elect to destroy all Confidential Information, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in tangible or electronic form.

15. Force Majeure

Any delays in or failure of performance by you shall not be considered a breach of this Agreement if such delay or failure is caused by acts of God, unforeseeable circumstances, acts (including a delay or failure to act) of any governmental authority (de jure or de facto), embargoes, strikes, labor disputes, riots, fire, floods, earthquakes, wars (declared or undeclared) or other military action, terrorism, sabotage, or epidemics.

16. Miscellaneous

(a) Assignment

Neither Party shall assign, novate or otherwise transfer this Agreement nor any rights granted hereunder whether voluntarily or by operation of law or through change of control, including by way of sale of stock, assets, merger or consolidation or otherwise without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment contrary to these provisions shall be null and void and of no legal effect. Subject to the foregoing, this Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.

(b) Independent Contractor

This Agreement does not constitute a joint venture, partnership or other agency agreement between the Parties and that neither Party during the Term of this Agreement, nor after its termination, except pursuant to arrangements expressly provided for in this Agreement, represent itself as having such a relationship or act as an agent or bind or pledge the credit of or in any manner purpose to do any of those things with or for or of or in relation to the other.

(c) Amendment; Enrollment Forms

This Agreement may only be modified or amended in a writing that makes express reference to this Agreement and is signed or electronically accepted by a duly authorized representative of each Party. Enrollment Forms may be accepted electronically, by clickwrap, by email confirmation, by signature, or by any other process made available by Company. No other act, communication, representation, document, usage custom or practice shall be deemed to modify or amend this Agreement.

(d) No Waiver

No failure or delay on the part of either Party in the exercise of any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.

(e) Severability

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 contained in this Agreement shall be unenforceable 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. In the event that any such provision or provisions shall be deemed wholly unenforceable, such provision shall be deemed deleted from this Agreement, and the remaining provisions shall 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.

(f) Notices

Notices shall be sent via email. Notices intended for Company shall be sent to jordan (at) amassinsights.com. Notices meant for you shall be sent to the email address associated with your Login Credentials and be considered given upon receipt of the email delivery. Any such address may be changed by any Party hereto by the delivery of an email notice thereof to the other Party. Notices for change in Content Services, including additional services and/or users may be provided through email.

(g) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws 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. In connection with any litigation between the Parties arising out of or relating to this Agreement, each Party consents to the exclusive jurisdiction and venue in the New York state courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York.

(h) Survival

The provisions of Sections 1, 2(f), 7, 10(d), 11, 12, 14(d), and 16 shall survive the termination of this Agreement.

(i) No Presumptions

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.

(j) Headings

Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.

(k) Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.