Agency Software as a Service Agreement

Last Modified: September 15, 2025

This Main Services Agreement (the "Agreement" as defined below) is by Sales and Marketing Heuristics, LLC DBA Vessel, an Idaho limited liability company, with an office located at 222 N 13th St, Suite 100, Boise, ID 83702, ("Vessel") and the Agency identified in the applicable Order Form referencing this Agreement ("Agency"). Vessel and Agency, hereby agree to the following terms and conditions.

1. Definitions

a. "Applicable Data Protection Laws" means privacy and data protection laws that apply to Company's or Agency's processing of Personal Information under this Agreement.

b. "Aggregated Statistics" means Usage Data used by Vessel in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services.

c. "Authorized User" means (i) Agency's employees, consultants, contractors, and agents, and (ii) any third-party users, including Business Participants or their personnel, who are granted access to the Services by Agency through a white-labeled or facilitated implementation of the Services, in each case solely to the extent such users are authorized by Agency to access and use the Services under this Agreement and for whom access has been provisioned by Agency.

d. "Beta Services" means Vessel's services or functionality that are not generally available to customers and that may be made available to Authorized User(s) option which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or other services or functionality with a similar description.

e. "Agency Data" means all data, information, and content that is submitted, posted, uploaded, transmitted, or otherwise provided by or on behalf of Agency or any Authorized User to or through the Services, and all data collected by Vessel from Agency or any Authorized User by virtue of using the Services.

f. "Documentation" means applicable product documentation relating to the Services provided by Vessel to Agency or available at https://www.vesselscale.com/.

g. "Feedback" means suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Agency of Authorized Users relating to the Services. Feedback does not include any pre-existing intellectual property of the Agency.

h. "Business Participant Data" means all data, information, and content that is submitted, posted, uploaded, transmitted, or otherwise provided by or on behalf of Business Participants or their personnel who are Authorized Users under subsection (ii) of the Authorized User definition, including without limitation assessment responses, business information, operational data, performance metrics, and any other materials provided through the white-labeled or facilitated implementation of the Services. Business Participant Data is a subset of Agency Data and is subject to Agency's data controller responsibilities under this Agreement.

i. "Order Form" means the applicable purchase order or ordering document between Vessel and Agency which describes the price, fee, costs paid to Vessel for the specific Services purchased by the Agency.

j. "Personal Information" means information that identifies or can identify an individual person, as defined by applicable privacy laws where Company or Agency operates.

k. "Professional Services" Vessel Smart Assessment Platform professional services include customized support and consultancy to help organizations make the most of their VSAP investment, such as tailored support and expert guidance to optimize the use of VSAP. Agency's specific Professional Services shall be identified in the applicable Statement of Work ("SOW") attached hereto as Exhibit A or available on Vessel’s webpage, or as specified in the Order Form.

l. "SaaS Services" means the software-as-a-service products, or components thereof, that are deployed and hosted by Vessel in its cloud-based computing environment. SaaS Services exclude any web-based, mobile, or other software application functionality that interoperates with the SaaS Service that is not directly provided by Vessel under this Agreement.

m. "Services" means the SaaS Services and Professional Services.

n. "Third-Party Products" means any third-party products described provided with or incorporated into the Services.

o. "Usage Data" means any and all data, information, metrics, analytics, logs, and insights that Vessel collects, generates, derives, or obtains in connection with Agency's or Authorized Users' use of the Services, including: (i) system performance data, usage patterns, feature utilization, operational metrics, and technical logs that do not contain Personal Information; (ii) aggregated, anonymized, or de-identified data derived from Agency Data or Business Participant Data; (iii) statistical compilations, trend analyses, and performance benchmarks created from multiple customer interactions; and (iv) metadata about Service usage, assessment completion rates, and platform functionality utilization. For the avoidance of doubt, Usage Data excludes any Personal Information unless such Personal Information has been aggregated, anonymized, or de-identified in accordance with applicable privacy laws and industry best practices such that re-identification is not reasonably feasible.

p. "Vessel IP" means the all Vessel intellection property regardless of perfection or registration in the Services, including the VSAP platform, the Documentation, Vessel application platform interface (API), software code, algorithms, customer lists, Feedback, Aggregated Statistics, learnings, know-how, machine learning insights or applications from Agency or Authorized User use of the Services, meta data from Agency or Authorized User use of Services, and any other information regardless of form which may be considered potential: trade secrets, copyrights, trademarks, or patents.

2. Purpose and Scope

a. Purpose. This Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Services by Vessel to Agency. Additional terms applicable to specific Services are set forth in the Order Form.

b. Incorporation of Order Form. At any time after execution of an Order Form, Agency may purchase additional Services or otherwise expand the scope of Services granted under an Order Form, upon the mutual execution of a new or amended Order Form.

c. Order of Precedence. To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form or any other document, the documents will control in the following order: (i) this Agreement; (ii) this Agreement Order Forms with the latest date(s); and (iii) any other documents expressly incorporated herein by reference.

3. Access and Use

a. Provision of Access. Subject to and conditioned on Agency's payment of Fees and compliance with all other terms and conditions of this Agreement, any applicable order form, and the Vessel Website Terms of Use as located https://www.vesselscale.com/termsofuse, Vessel hereby grants Agency a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Agency's internal use. Vessel shall provide to Agency the necessary passwords and network links or connections to allow Agency to access the Services. The total number of Authorized Users will not exceed the number set forth in the Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

b. Use Restrictions. Agency shall not use the Services for any purposes beyond the scope of the access granted in this Agreement or in violation of the Terms of Use. Agency shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

c. Reservation of Rights. Vessel reserves all rights not expressly granted to Agency in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Agency or any third party any intellectual property rights or other right, title, or interest in or to the Vessel IP.

d. Suspension. Vessel is entitled to suspend any or all Services upon five (5) days written notice to Agency in the event Agency is in breach of this Agreement. However, Vessel may suspend Agency's access and use of the Services immediately, with notice to Agency following promptly thereafter, if, and so long as, in Vessel's sole judgment, there is a security or legal risk created by Agency or any Authorized User that may interfere with the proper continued provision of the Services or the operation of Vessel's network or systems.

e. Agency Data License. Agency grants to Vessel license to use Agency Data to provide the Services to Agency.

f. Usage Data Rights. Vessel may collect, retain, and use Usage Data during and after the Term to: (i) maintain, support, and improve the Services; (ii) develop new features and services; (iii) train algorithms and machine learning models; (iv) create industry benchmarks and insights; and (v) conduct research and development activities. Vessel may collect and use Aggregated Statistics, during and after the Agreement, for its own business purposes, such as operating and improving the Services and developing for providing new services.

4. Agency Responsibilities

a. General. Agency is responsible and liable for all uses of the Services and Documentation resulting from access provided by Agency, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Agency is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Agency will be deemed a breach of this Agreement by Agency. Agency is responsible for Authorized Users compliance with this Agreement.

b. Third-Party Products. Vessel may from time to time make Third-Party Products available to Agency. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Agency does not agree to abide by the applicable terms for any such Third-Party Products, then Agency should not install or use such Third-Party Products.

c. Data Controller Role. If and to the extent that Business Participant Data collected through the Services includes personal information of individuals that is subject to applicable state privacy laws (such as the California Consumer Privacy Act, Virginia Consumer Data Protection Act, Colorado Privacy Act, or Connecticut Data Privacy Act), then Agency acknowledges that it acts as data controller for such personal information, with authority to collect, process, and share such data with Vessel for the purpose of providing assessment and consulting services to Business Participants. Agency represents and warrants that it has obtained all necessary permissions and authorizations from Business Participants to act in this capacity and to share such personal information with Vessel as contemplated by this Agreement.

5. Service Levels and Support

a. Service Levels. Subject to the terms and conditions of this Agreement, Vessel shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit B.

b. Support. The access rights granted hereunder entitle Agency to the support services described on Exhibit B during the Term of this Agreement.

6. Fees and Payment

a. Fees. Agency shall pay Vessel the fees ("Fees") as set forth in the Order Form without offset or deduction. Agency shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Agency fails to make any payment when due, without limiting Vessel's other rights and remedies: (i) Vessel may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Agency shall reimburse Vessel for all costs incurred by Vessel in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 14 days or more, Vessel may suspend Agency's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

b. Taxes. All Fees and other amounts payable by Agency under this Agreement are exclusive of taxes and similar assessments. Agency is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Agency hereunder, other than any taxes imposed on Vessel's income.

7. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). For avoidance of doubt, Aggregated Statistics is excluded from Confidential Information. If the parties have sign a standalone Non-Disclosure Agreement, then the terms of that agreement shall govern, otherwise, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Intellectual Property Ownership; Feedback

a. Vessel IP. Agency acknowledges that, as between Agency and Vessel, Vessel owns all right, title, and interest, including all intellectual property rights, in and to the Vessel IP.

b. Agency Data. Vessel acknowledges that, as between Vessel and Agency, Agency owns all right, title, and interest, including all intellectual property rights, in and to the raw Agency Data and Usage Data.

9. Warranty Disclaimer

a. THE VESSEL IP IS PROVIDED "AS IS" AND VESSEL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VESSEL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VESSEL MAKES NO WARRANTY OF ANY KIND THAT THE VESSEL IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET AGENCY'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

10. Indemnification

a. Vessel Indemnification. i. Vessel shall indemnify, defend, and hold harmless Agency from losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Agency resulting from any third-party suit, action, or proceeding ("Third-Party Claim") that alleges the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US patents or trade secrets, provided that Agency promptly notifies Vessel in writing of such Third-Party Claim, cooperates with Vessel, and allows Vessel sole authority to control the defense and settlement of such Third-Party Claim.

ii. If a Third Party-Claim is made or appears possible, Agency agrees to permit Vessel, at Vessel's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Agency to continue use. If Vessel determines that neither alternative is reasonably available, Vessel may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Agency.

iii. This Section will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Vessel or authorized by Vessel in writing; (B) modifications to the Services not made by Vessel; (C) Agency & Usage Data; or (D) Third-Party Products.

b. Agency Indemnification. Agency shall indemnify, hold harmless, and, at Vessel's (including its Affiliates and their officers, agents, employees, representatives, and assigns ("Vessel Indemnified Parties")) option, defend Vessel from and against any Losses resulting from any Third-Party Claim that the Agency & Usage Data, or any use of the Agency & Usage Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Agency's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Vessel or authorized by Vessel in writing; or (iv) modifications to the Services not made by Vessel, provided that Agency may not settle any Third-Party Claim against Vessel unless Vessel consents to such settlement, and further provided that Vessel will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

c. Agency Client Indemnity. If Agency is an agency, agent or a party representing, or providing services for the benefit of an Agency Client of these Terms, you further agree to indemnify, hold harmless and defend Vessel Indemnified Parties from and against any claim, demand, suit, or action and any related liability against a Vessel Indemnified Party brought by a third party, arising out of or relating to: (a) any representations and warranties made by you concerning any aspect of the Services to an Agency Client; (b) any claims made by or on behalf of any Agency Client arising out or relating to your use of the Services; and (c) any claims arising out of or relating to acts or omissions of an Agency Client in connection with the Services.

d. Sole Remedy. THIS SETS FORTH AGENCY'S SOLE REMEDIES AND VESSEL'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL VESSEL'S LIABILITY UNDER THIS SECTION EXCEED THE TOTAL FEES PAID TO VESSEL FOR USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO NOTICE OF THE CLAIM.

11. Limitations of Liability

IN NO EVENT WILL VESSEL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VESSEL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VESSEL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL FEES PAID TO VESSEL FOR USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO NOTICE OF THE CLAIM.

12. Business Participant End User License Agreement

a. EULA Requirement. Agency acknowledges that Vessel will enter into a separate End User License Agreement ("EULA") directly with each Business Participant that accesses the Services through Agency's white-label implementation.

b. Consistency Obligation. Agency shall ensure that any representations, warranties, or commitments made to Business Participants regarding the Services, data use, or privacy practices are consistent with the terms of this Agreement and do not conflict with the rights granted to Vessel herein or in the Business Participant EULA.

c. Data Processing Coordination. To the extent that Business Participant Data includes personal information of individuals that is subject to applicable state privacy laws, the parties acknowledge that: i. Agency acts as data controller for such personal information under this Agreement; ii. Vessel will obtain direct consent from Business Participants through the EULA for specific data processing activities involving such personal information; iii. Where both this Agreement and the Business Participant EULA grant rights or impose obligations regarding the same personal information or processing activities, the more restrictive terms shall apply; iv. In case of any conflict between Agency's instructions and Business Participant consent obtained through the EULA regarding personal information processing, Vessel may suspend processing pending resolution between the parties.

d. Business Participant Termination. If a Business Participant terminates their EULA or withdraws consent for data processing, Agency acknowledges that Vessel may be required to cease certain processing activities related to that Business Participant's personal information (to the extent subject to applicable privacy laws), which may affect the Services provided to Agency with respect to that Business Participant.

13. Term and Termination

a. Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of three (3) years (the 'Initial Term'), unless otherwise specified in the Order Form terminated earlier in accordance with the terms herein. Thereafter, this Agreement shall automatically renew for additional one-year terms (each a 'Renewal Term') unless either party provides written notice of non-renewal at least 45 days before the end of the then-current term.

b. Termination. In addition to any other express termination right set forth in this Agreement: i. Vessel may terminate this Agreement, effective on written notice to Agency, if Agency fails to pay any amount when due hereunder, and such failure continues more than 14 days after Vessel's delivery of written notice thereof; ii. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or iii. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

c. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Agency shall immediately discontinue use of the Vessel IP and, without limiting Agency's obligations under 6, Agency shall delete, destroy, or return all copies of the Vessel IP and certify in writing to the Vessel that the Vessel IP has been deleted or destroyed. No expiration or termination will affect Agency's obligation to pay all Fees that may have become due before such expiration or termination or entitle Agency to any refund.

d. Survival. This Section 13(d) and 1, 3, 4, 6, 7, 8, 9, 10, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

14. Beta Services

Vessel may invite you to try Beta Services. You may accept or decline any such trial in your sole discretion. Beta Services are for evaluation purposes only and not for production use, are not subject to any service levels or support outlined in Exhibit A and may be subject to additional terms. Vessel is under no obligation to maintain, support, update, or provide error corrections for the Beta Services. Vessel may discontinue Beta Services at any time in Vessel's sole discretion and reserves the right to never make them generally available. Any AI functionalities in the Vessel Platform are considered Beta Services. Vessel WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF, OR IN CONNECTION WITH, AGENCY'S USE OF A BETA SERVICE. THE BETA SERVICES ARE PROVIDED "AS IS" AND AS AVAILABLE AND ARE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE BETA SERVICES, Vessel EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. In the event of a conflict or inconsistency between this section and any other provision of the Agreement, the terms of this section "BETA SERVICES" shall control and prevail with respect to Beta Services.

15. Agency Client

If Agency is an agency or a party representing, or providing services for the benefit of, a third party ("Agency Client"), you represent and warrant that you are authorized to act on behalf of, and bind to the Agreement, that Agency Client (and upon Vessel's request shall provide evidence thereof). You further represent and warrant that, to the extent that you are accessing the Services on the Agency Client's behalf, such Agency Client has provided you with explicit permission to collect on its behalf, view, and share Agency Client's data and that you shall use such data strictly in accordance with the permissions provided to you by such Agency Client and the terms of the Agreement. Agency shall ensure that each Agency Client agrees to the terms of the Agreement, any applicable Order Form(s), and any other agreements incorporated by reference therein, and agrees to abide by the terms of such agreements. Agency acknowledge and agrees that: (i) Vessel makes no representations or warranties for the direct or indirect benefit of any Agency Client; and (ii) Agency shall not make any representations or warranties to such Agency Client on behalf of Vessel.

16. Miscellaneous

a. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

b. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

c. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, governmental actions, war, terrorism, civil unrest, strikes or other labor disputes, power outages, internet disruptions, or embargoes. The impacted party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized.

d. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

e. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

f. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Idaho without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Idaho. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Idaho in each case located in the city of Boise and County of Ada, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

g. Assignment. Agency may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Vessel, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

h. Export Regulation. Agency shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Agency Data outside the US.

i. US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Agency is an agency of the US Government or any contractor therefor, Agency only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

j. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 6 or, in the case of Agency, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

k. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A - STATEMENT OF WORK (updated Sept 2025)

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. This Statement of Work describes the services to be provided under the applicable Order Form for the selected package tier.

"Purchaser" means either (i) the Agency when Vessel sells directly to the Agency for white-label distribution to Business Participants, or (ii) the Business Participant when Vessel sells directly to the Business Participant.

1. DESCRIPTION OF SERVICES

A. Package Overview

The selected package includes implementation and configuration of the Vessel Smart Assessment Platform (VSAP) with features as specified in the corresponding Order Form. Vessel will provide Purchaser with access to the VSAP platform and perform the setup services described below using commercially reasonable efforts, subject to Purchaser's timely cooperation and the platform's standard capabilities.

B. Setup Services Scope

The following services are included in the one-time setup fee as specified in the Order Form for the selected tier, subject to the specifications and limitations set forth herein:

i. Program Kickoff (Hours as specified in Order Form)

Conduct kickoff meeting to establish implementation roadmap
Review standard platform capabilities and confirm alignment with Purchaser's objectives
Define project timeline, milestones, and Purchaser cooperation requirements
Establish communication protocols and project management procedures

ii. Scoping & Planning (Hours as specified in Order Form)

Configure platform settings within standard VSAP parameters
Set up user roles and permissions according to Purchaser specifications
Define assessment workflow using standard platform features
Create project milestone schedule dependent upon Purchaser input and approvals

iii. Recommendation Database Configuration (Hours as specified in Order Form)

Configure Purchaser's recommendation database using Vessel's standard recommendation library
Customize recommendation matching parameters within platform capabilities
Test recommendation algorithms for basic functionality
Note: Custom recommendation content development beyond standard configuration requires separate professional services engagement

iv. Branding Setup (Hours as specified in Order Form)

Apply Purchaser logos, colors, and basic messaging to platform interface
Configure white-label appearance within standard platform templates
Limitations: Purchaser must provide camera-ready artwork in specified formats. Complex design work beyond standard template customization requires additional professional services

v. Platform Configuration (Included for all tiers)

Account Management: Configure admin, user, and client account types with standard permission settings
Dashboard Setup: Enable standard reporting dashboards and KPI tracking
Client Portal: Activate standard client access portal with basic customization
Assessment Tracking: Configure standard assessment completion and progress tracking

vi. Assessment Implementation (As specified in Order Form)

Deploy standard assessments as specified for selected tier in Order Form
Configure automated report generation using standard templates
Basic setup for standard data import/export functionality

vii. System Integration (Hours as specified in Order Form, if included)

Configure integration with Purchaser's systems, limited to:
- Standard CSV data import/export
- Basic API connections to supported platforms (list available upon request)
Note: Complex integrations (custom APIs, legacy systems, real-time data feeds) require separate professional services agreements

viii. Testing and Quality Assurance (Included for all tiers)

Perform standard functionality testing of configured platform
Verify basic user workflows and data processing
Purchaser Acceptance: Purchaser has five (5) business days from notification to test and approve platform configuration

ix. User Training (Hours as specified in Order Form, if included)

Provide training sessions as specified in Order Form
Training covers standard platform functionality and basic administrative tasks
Training materials limited to standard documentation and recorded sessions
Additional training beyond included hours available at professional services rates

x. Go-Live Support (Hours as specified in Order Form, if included)

Provide technical support during initial platform activation
Monitor system performance during first week of operation
Address critical issues affecting basic platform functionality

2. PURCHASER RESPONSIBILITIES

Purchaser's timely performance, cooperation, and compliance with the Agreement including the following responsibilities is essential and required for project completion:

A. Information and Materials

Provide all requested information, data, and materials within five (5) business days of request
Supply logos and branding materials in specified formats
Designate authorized representatives for decision-making and approvals

B. System Access and Integration

Provide necessary system access credentials and technical specifications
Ensure Purchaser systems meet minimum technical requirements (to be provided)
Coordinate with Purchaser's IT team for integration activities

C. Testing and Acceptance

Participate in testing activities and provide feedback within specified timeframes
Complete acceptance testing within five (5) business days of notification
Provide written acceptance or detailed list of non-conforming items

D. End User Coordination (When Purchaser is Agency)

When Purchaser is an Agency purchasing services for Business Participant end users:

Facilitate introductions and communication between Vessel and Business Participant end users
Coordinate Business Participant participation in testing, training, and acceptance activities
Ensure Business Participant compliance with platform usage requirements and data provision
Act as primary liaison for Business Participant-related issues and communications

E. Agency Coordination (When Purchaser is Business Participant)

When Purchaser is a Business Participant working with an Agency:

Coordinate with Agency as needed for platform configuration and implementation
Provide Agency with necessary access and information for collaborative assessment activities
Maintain compliance with any Agency-established protocols for platform usage

3. TIMELINE AND MILESTONES

Project Schedule (Subject to Purchaser Performance)

Project Start: Within five (5) business days of payment receipt and Purchaser information delivery
Configuration Phase: As specified in Order Form from project start
Testing Phase: As specified in Order Form from configuration completion
Go-Live: 5 business days from Purchaser acceptance

Delay Provisions

Timeline extends day-for-day for any Purchaser-caused delays
Vessel may suspend work if Purchaser materials/cooperation is delayed beyond 10 business days
Additional fees may apply for project restart after suspension exceeding 30 days

4. FEES AND PROFESSIONAL SERVICES

A. Package Fee Structure

Fees for the selected platform tier (Individual, Growth, Pro, or Enterprise) are as specified in the applicable Order Form:

Setup Services (one-time): As specified in Order Form for selected tier
Annual or Monthly License: As specified in Order Form for selected tier
Promotional Discounts: As specified in Order Form (if applicable)
Total Package Cost: As specified in Order Form, inclusive of selected add-ons and services

B. Professional Services (Additional Services)

Rate: $265.00 per hour (unless otherwise specified in Order Form)

Professional Services May Include:

Custom recommendation content development
Complex system integrations beyond standard scope
Additional training beyond included hours
Custom report development
Platform modifications beyond standard configuration
Additional assessment development

Process:

All additional work requires written scope and estimate approval
Minimum billing increment: four (4) hours
Change requests must be approved in writing before work begins

C. Payment Terms

Payment terms are as specified in the applicable Order Form:

Setup Fee: As specified in Order Form
Annual or Monthly License: As specified in Order Form
Professional Services: Monthly invoicing, net thirty (30) days from invoice date

D. Project Dates

Project dates are as specified in the applicable Order Form:

Setup Start Date: As specified
Target License Initiation Date: As specified
License Renewal Date: As specified

5. AUTHORIZED USERS

Authorized Users: As specified in the applicable Order Form for the selected tier (Individual, Growth, Pro, or Enterprise)

6. LIMITATIONS AND DISCLAIMERS

A. Scope Limitations

Services are limited to the features and configurations for the tier and add-ons purchased, as described in the Order Form and related exhibits
Custom development, integrations, or modifications beyond purchased scope require separate agreements
Third-party software licensing and fees are the Purchaser's responsibility

B. Performance Standards

Vessel will perform services using commercially reasonable efforts consistent with industry standards
Platform performance is subject to the Service Level Agreement (Exhibit B)
Recommendation accuracy depends on the data quality and completeness provided by Purchaser and, if applicable, by Business Participants or partners

C. Intellectual Property

All platform technology, algorithms, and core functionality remain Vessel's proprietary property
Purchaser receives a license to use the configured platform and associated reports for the term specified in the Order Form
Custom recommendation content created during setup becomes part of Purchaser's licensed configuration
Purchaser retains ownership of Purchaser-provided branding materials and data

7. ACCEPTANCE AND CHANGE PROCEDURES

A. General Acceptance (All Tiers)

Acceptance occurs when:

All contracted platform functionality operates according to capabilities described in the Order Form
Configuration matches agreed specifications in the Order Form and this Exhibit
Basic user workflows function as designed for the selected tier's features and any add-ons purchased
No critical defects prevent normal operation of contracted features

B. Enterprise Tier Additional Acceptance

For Enterprise Tier subscriptions, acceptance also requires:

Multi-tenant configuration deployed as specified
Advanced customization and/or integrations purchased by Purchaser operate as scoped

C. Change Request Process

All scope changes must be documented in writing
Vessel will provide time and cost estimates within five (5) business days
Changes require mutual written agreement before implementation
Additional charges apply to all out-of-scope modifications

8. TERMINATION PROVISIONS

Termination is governed by the Master Subscription Agreement and the applicable Order Form
Upon termination, Purchaser retains access to the configured platform and data for thirty (30) days solely for the purpose of data export
After such period, Vessel shall disable Purchaser's access and may permanently delete Purchaser data in accordance with its retention policy

EXHIBIT B – SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement ("SLA") is a part of the SaaS Agreement between Vessel and Purchaser, under which Vessel performs certain services. This SLA sets forth performance expectations, responsibilities, and service levels.

1. DEFINED TERMS

"Service Level" means a performance standard Vessel is required to meet, as set forth in this SLA
"Business Day" means 9:00 AM to 4:00 PM MST, Monday through Friday, excluding holidays observed by Vessel
"Support Hours" means support is available during Business Days

2. PURCHASER OBLIGATIONS

Purchaser shall provide timely information, authorizations, and cooperation required for support and incident resolution. Purchaser will designate a representative to coordinate meetings and approve changes.

3. VESSEL OBLIGATIONS

Vessel will meet defined service levels, adhere to support hours, and respond to incidents as described. A representative will be available to review performance, participate in planning, and resolve issues.

4. ASSUMPTIONS AND CONSTRAINTS

The effectiveness of Services is contingent on Purchaser's timely and accurate information. Services may be affected by changes to Purchaser policies, procedures, or applicable law.

5. MONITORING AND REPORTING

Vessel may monitor service delivery internally for quality assurance purposes. Upon Purchaser's reasonable request, Vessel will provide a summary of performance and service status.

6. SUPPORT CHANNELS

Support requests must be submitted via email to info@vesselscale.com and include the Purchaser name
Live troubleshooting sessions must be requested at least one Business Day in advance

7. SERVICE LEVEL TARGETS

Uptime Target: 99.5% monthly uptime (excluding planned maintenance)
Initial Response Time:
- Severity 1 (Critical): within 4 Business Hours
- Severity 2 (High): within 1 Business Day
- Severity 3 (Normal): within 2 Business Days
Resolution Target: Case-by-case, depending on scope and cause
Severity Levels are assigned at Vessel's discretion based on business impact

8. TERM AND REVIEW

This SLA remains in effect for the duration of the Agreement and will be reviewed annually or upon either party's request.