This Master Service Agreement (“Agreement”) is incorporated by reference into the statement of work (each, an “SOW”) signed by Propeller Industries, LLC, a Delaware limited liability company with headquarters at One World Trade Center, 285 Fulton Street, Floor 21, New York, NY 10007 ("Propeller") and the client identified in such SOW (“Client”). Client and Propeller may each be referred to individually as a “party” and together as the “parties” in this Agreement. 

This Agreement shall be effective as of the date the parties sign the applicable SOW (“Effective Date”). Propeller reserves the right to modify this Agreement from time to time by posting an updated version at the URL specified above. Any such modifications will become effective thirty (30) days after posting. The version of the Agreement in effect as of the date of execution of a particular SOW will govern that SOW throughout its term, unless otherwise agreed to in writing by the parties. Client's continued use of the Services after the effective date of any modifications constitutes Client's acceptance of such modifications.

1. SERVICES & COMPENSATION

a. Services.

I. SOW; Scope of Services. Propeller agrees to perform the services (the “Services”) set forth in the SOW(s). Each SOW, as may be amended or supplemented, incorporates this Agreement by reference. The Services may include, without limitation, accounting, financial planning and investor relationship services, as further set forth in each SOW. The Services will not include guidance on or preparation of income tax, state sales tax, or any other domestic or international tax filings, or any other activity that requires licensure, as further set forth in each SOW. For the avoidance of doubt, the parties may enter into more than one SOW at any time.

II. Affiliates. Any Affiliate of Propeller or Client may become a party to this Agreement by entering into its own separate SOW, whereby it will be bound by the terms of this Agreement to the same extent as Propeller or Client, as the case may be, with respect to such SOW. An “Affiliate” means any person or entity that directly or indirectly controls or is controlled by or is under common control with a party hereto, and solely for the duration of such control. “Control” or “controlled” means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest, in the case of any other type of legal entity, or status as a general partner in any partnership, or the contractual right to control the election of directors or direct the affairs of the party. Each party shall cause its Affiliates to comply with the terms of the Agreement and any applicable SOW and shall be responsible for any breach of the Agreement or any applicable SOW by any of its Affiliates.

III. Conflict of Interest. Propeller is expressly free to perform services for other parties while performing services for the Client or its Affiliates.

IV. (c) Backend Services. Notwithstanding anything to the contrary, certain backend services under this Agreement may be performed using artificial intelligence technologies through third-party cloud service providers (each, a "Service Provider"). Each Service Provider shall be subject to confidentiality and security requirements at least as protective as those applicable to Propeller under this Agreement. Propeller agrees that Service Providers shall only access and use Client Confidential Information as necessary to provide services to Propeller for Client's benefit, and shall not use Client Confidential Information for any other purpose. Propeller shall remain responsible for Service Providers' compliance with the confidentiality and security requirements of this Agreement.

b. Compensation.

I. Client Deposit. Upon Client’s acceptance of this Agreement and prior to the commencement of the Services, Client shall pay a deposit to Propeller in an amount set forth in the SOW (“Client Deposit”). Propeller will review the Company Deposit on a regular basis and reserves the right to adjust accordingly throughout the engagement. Upon termination of this Agreement, the Client must pay any and all Fees (defined below) and expenses owed for the Services before the Client Deposit is returned. The Client Deposit shall be returned within sixty (60) days following Client’s payment of the final invoice. The Client Deposit will not be returned to Client until all amounts due to Propeller have been paid in full.

II. Fees and Expenses. Client will pay Propeller the fees set forth in each applicable SOW (“Fees”) for the Services performed and expenses incurred, through the effective date of termination of this Agreement or the applicable SOW. The Fees may include without limitation, fees for time and cost of materials, fixed fee projects, or recurring fees for software services, as further set forth in each SOW. Client shall reimburse Propeller for any out-of-pocket expenses incurred by Propeller in connection with the Services.

III. Payments. All the duties and obligations of Propeller set forth in this contract are conditional on timely payment via Electronic Funds Transfer payment system (“EFT”). The EFT system is further detailed in the SOW. Propeller will issue invoices in accordance with the SOW. Client may dispute an invoice within five days of the issuance of an invoice, and Propeller will provide requested detail within five days of receiving the request. If payment is not received within thirty (30) days of receipt of an undisputed invoice or within sixty (60) days of receipt of a disputed invoice, Propeller shall apply any Client Deposit against the open balance and require Client to replenish the Client Deposit to its full balance before performing additional services for Client. Propeller reserves the right to charge interest on the outstanding balance at a rate of one and one-half percent (1.5%) per month or the highest amount permitted by applicable law, whichever is less. Propeller reserves the right to suspend Services until any past due amounts are paid by Client in full and the Client Deposit is replenished.

IV. Termination Fee. In the event Client terminates this Agreement for any reason, Client shall pay Propeller a $750 termination fee in connection with Propeller’s decommissioning of the Client’s account.

2. TERM AND TERMINATION

a. This Agreement will be effective upon the Effective Date and shall continue in full force and effect until terminated by the mutual written consent of the parties or as follows:

I. For Cause. Either party may terminate this Agreement or the applicable SOW for material breach by the other party by giving thirty (30) days prior written notice to the other party, provided that the breaching party shall have the right to cure the breach within the notice period, unless otherwise set forth in the applicable engagement document for which there are specified remedies in lieu of termination. Either party may terminate this Agreement at any time, upon written notice, with no liability, where the other party (inclusive of its employees, contractors, or agents) is convicted of any crime or offense, gross negligence, or willful misconduct in connection with performance under this Agreement.

II. For Convenience. Either party may terminate this Agreement at any time, upon thirty (30) days written notice, for any reason. Such termination shall not affect the parties’ rights or obligations accrued prior to such termination.

3. INDEPENDENT CONTRACTORS

Subject to the terms and conditions of this Agreement, the Client hereby engages Propeller as an independent contractor to perform the Services set forth herein, and Propeller hereby accepts such engagement. Neither party is, nor shall be considered to be, nor shall purport to act as, the other’s agent, partner, fiduciary, joint venturer, or representative.

4. CLIENT RESPONSIBILITIES

a. Required Data and Technology. Client shall cooperate with Propeller as reasonably necessary to enable Propeller to provide the Services including without limitation, by (i) providing Propeller with reasonable facilities and timely access to data, materials, and information of Client required by Propeller (“Required Data”); (ii) providing experienced and qualified personnel having appropriate skills to reasonably cooperate with Propeller for the performance of the Services; (iii) providing a stable, fully functional system infrastructure environment which will support the Services and allow Propeller and Client to work productively; and (iv) promptly notifying Propeller of any issues, concerns or disputes with respect to the Services. In addition, Client acknowledges that Client’s technological compatibility is a prerequisite for the efficient provision of Services by Propeller. Accordingly, Client shall provide Propeller with Required Data in electronic files generated by software applications specified by Propeller in the SOW or elsewhere. In addition, the Client, for its own use, at its sole expense, shall purchase, maintain, and update software applications specified by Propeller in the SOW or elsewhere. Client acknowledges that such software applications are developed and managed by third parties outside Propeller’s control, and such third parties may change the price and quality of performance of those applications from time to time.

b. Reliance on Client’s Decisions. Client acknowledges and agrees that Propeller’s performance is dependent upon the timely and effective satisfaction of Client’s responsibilities hereunder and timely decisions and approvals of Client in connection with the Services. Propeller shall be entitled to rely on all decisions and approvals of Client.

5. CONFIDENTIALITY 

a. Confidential Information. Confidential Information means any and all technical and non-technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether verbal or non-verbal, including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, concepts, ideas, templates, surveys, pricing information, vendor and employee information, models, inventions, methodologies, know-how, processes, apparatus, equipment, algorithms, the Data, software programs, software-as-a-service, software source documents, and formulae related to the current, future and proposed products and services of the Disclosing Party and includes information relating to the Disclosing Party’s research, employee and contractor information and lists, pricing information, marketing plans, strategies, and information. 

b. Nondisclosure and Non-use Obligations. The Receiving Party (“Receiving Party”) shall not use the Confidential Information except in connection with the activities governed by this Agreement. Receiving Party shall treat all Confidential Information of the Disclosing Party with the same degree of care as Receiving Party accords to its own Confidential Information, and in any event shall use at least reasonable care. Receiving Party shall immediately notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information. Receiving Party shall assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information. A Party shall not communicate any information to the other in violation of the proprietary rights of any third party. 

c. Exclusions. The Receiving Party’s obligations under Section 5 with respect to any portion of Confidential Information will not apply to any information that (a) is in the public domain through no fault of Receiving Party, (b) is rightfully in Receiving Party’s possession free of any obligation of confidence to any person, (c) is developed by employees or agents of Receiving Party independently of and without reference to any Confidential Information, or (d) is being disclosed by Receiving Party in response to a valid order by a court or other governmental body, or otherwise as required by law, or as necessary to establish the rights of either party under this Agreement. 

6. OWNERSHIP 

a. Intellectual Property. For purposes of this Agreement (a) “Intellectual Property” means works of authorship, materials, information and other intellectual property, including without limitation any ideas, information, data, processes, methodologies, methods, know-how, trade secrets, inventions, images, artwork, concepts, research, content, techniques, formulae, plans, models, presentations, analyses or strategies, but does not include the term “Software”; (b) “Software” means any softwareas- a-service, algorithms, interfaces, portals, platforms, formulae, software tools, computer programs, instances, servers, cloud-based websites or programs, object and source code, and any other software applications; (c) “Propeller Property” means (1) all Intellectual Property created prior to or independently of the performance of the Services, or created by Propeller or its subcontractors as a tool for their use in performing the Services; (2) any and all Software owned, created, conceived, developed, discovered, controlled, or licensed at any time solely or jointly by Propeller, or its subcontractors; and (3) any modifications, enhancements, improvements, or derivative works of any Intellectual Property or Software; and (iv) “Deliverables” means all Intellectual Property that Propeller or its subcontractors (1) create for Client specifically to meet Client’s business requirements in accordance with each applicable SOW; (2) deliver to Client as a result of the Services, including any reports Client generates from the Services; and (3) that is not Propeller Property. Except for the limited license or rights granted herein by Propeller to Client, Propeller (or its third-party licensors) hereby retains all rights, title, and interest in and to Propeller Property, including all rights under patent, trademark, and copyright law. 

b. Deliverables. To the extent applicable to copyright law, all Deliverables provided by Propeller shall be deemed “works made for hire”. For each Deliverable, subject to the terms and conditions set forth herein, Client retains all rights, title, and interest in and to the Deliverables. To the extent Client does not by operation of law or otherwise retain all rights, title, and interest in and to the Deliverables, Propeller agrees to ensure all rights, title, and interest therein and thereto are assigned to Client. To the extent Propeller Property other than Software is incorporated into the Deliverables, Propeller hereby grants to Client a non-exclusive, perpetual, worldwide, royalty-free license and right to use such Propeller Property solely for Client’s use of the Deliverables for its own customary business purposes. 

c. Software License. To the extent the Services will include the provision of Software by Propeller (or its subcontractors) under the applicable SOW, Propeller hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license and right to access and use the Software set forth in the SOW during the term of the applicable SOW, solely in connection with Client’s access and use of the data analyzed by Propeller (“Data”) in connection with the Services for Client’s internal business purposes. Propeller shall provide Client end user credentials to access the Software via an online portal (“Portal”). Client shall be responsible for protecting the security and confidentiality of its end user credentials. Client shall not use the Portal to engage in any conduct that may be unlawful or illegal, designed to or does interfere or interrupt the Portal, Software or interfere with or disrupt the Data, or harm any third party. 

d. Client Property. Client shall exclusively retain all right, title and interest in and to all information, data and materials Client furnishes to Propeller for use in connection with Propeller’s provision of the Services, including, without limitation, Client’s Confidential Information (the “Client Property”). Client hereby grants to Propeller a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, irrevocable, perpetual license to use any and all data, including data that constitutes Client Property, provided by Client or otherwise obtained by Propeller during the course of performing the Services (1) for Propeller’s performance of its obligations under this Agreement and/or (2) for Propeller’s for benchmarking purposes and its offerings to its customers, provided, however, that such data is (a) de-identified and (b) anonymized. Any derivative works of, or improvements to, Propeller’s offerings or Propeller Property arising from de-identified and anonymized data (including any improvements to machine learning tools or artificial intelligence) are the exclusive property of Propeller. 

e. Data License. As set forth in the applicable SOW, Propeller may provide Client with access to an interactive dashboard ("Dashboard") that enables visualization and analysis of Client's financial data in customizable formats. The Dashboard will be made available via the Portal and may be subject to additional fees as set forth in the applicable SOW. The Dashboard includes industry benchmarking features that allows Client to compare its financial metrics against aggregated industry data. To provide these Dashboard services, Propeller maintains a data repository containing anonymized financial information from multiple sources, including: (i) anonymized data from Propeller's clients who elect to use the Dashboard, (ii) third-party industry data, and (iii) general market data from public sources. By using the Dashboard, Client agrees that Propeller may include Client's anonymized financial information in the aggregated data repository. Propeller will only use Client's financial information in an anonymized and aggregated format that does not identify Client or enable the reconstruction of Client's data. Client acknowledges that access to industry benchmarking features in the Dashboard requires Client's participation in data sharing as described in this Section.

7. DATA SECURITY

Propeller will use commercially reasonable measures to maintain and enforce security procedures to prevent unauthorized access to Client Property. Propeller will use commercially reasonable measures to secure and defend the Software and Client Property against “hackers” and others who may seek to modify or access the Software or the Client Property without authorization, and to remedy any breach of security or unauthorized access. Propeller shall not be responsible or liable for the disclosure of or unauthorized access to Client Property caused by Client, or the employees, agents or contractors of the Client. Client acknowledges that, due to the nature of electronic data and records, Propeller, or other authorized parties with which Propeller works or subcontracts, may continue to possess some residual Client information after termination of this Service Agreement.

8. WARRANTIES; DISCLAIMER OF WARRANTIES

a. Warranties. Propeller represents and warrants that it shall perform the Services: (i) in accordance with generally accepted industry standards and the specifications set forth in each SOW, and (ii) in a workmanlike and professional manner.

b. Disclaimer of Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, PROPELLER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

9. LIMITATION OF LIABILITY & INDEMNIFICATION

a. Limitation of Liability. EXCEPT WITH RESPECT TO EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, (I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF DATA, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES ARISING OUT OF THE ACTIVITIES GOVERNED BY THIS AGREEMENT EVEN IF SUCH PARTY FORESEES OR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES ARISING; AND (II) IN NO EVENT SHALL PROPELLER BE LIABLE UNDER THIS AGREEMENT FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM THE ACTIVITIES GOVERNED BY THIS AGREEMENT IN AN AMOUNT EXCEEDING THE AMOUNTS PAID BY CLIENT TO PROPELLER UNDER THE APPLICABLE SOW.

b. Mutual Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”), its subsidiaries, Affiliates, officers, directors, and its personnel from any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees) (“Losses”), incurred by an Indemnified Party arising from claims, demands, suits or actions (“Claims”) brought or asserted by a third party against the Indemnified Party, arising from the Indemnifying Party’s: (i) breach of this Agreement, (ii) negligence, or willful misconduct, and (iii) violation of applicable law.

c. Indemnification Procedures. As a condition to the indemnity obligations contained herein, the Indemnified Party shall provide the Indemnifying Party with prompt notice of any Claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the Indemnifying Party in connection with any such Claim. The Indemnifying Party shall be entitled to control the handling of any such Claim and to defend or settle any such Claim, in its sole discretion, with counsel of its own choosing.

10. ASSIGNMENT & SUBCONTRACTING

a. Assignment. Neither party may assign any of its rights or obligations (including, interests or claims) under this Agreement without the prior written consent of the other party except in connection with a Transaction (defined below) and Propeller’s right to subcontract the Services set forth in Section 10(b). “Transaction” means (i) a merger of either party with another entity, regardless of where the assigning party is the surviving party, (ii) the sale or transfer of a majority of either party’s assets, (iii) an acquisition of fifty percent (50%) or more of either party’s voting stock or other voting interests by a third party, and (iv) change in beneficial ownership of fifty percent (50%) or more of either party’s ownership.

b. Subcontracting. Propeller may, in its sole discretion, subcontract with one or more outside parties to perform Services set forth in or required to be performed by this Agreement, without notice to or consent of the Client. Propeller is and shall remain liable to Client for the performance of the outside parties with which it subcontracts including, but not limited to, the subcontractors’ duties of confidentiality and use of Client Property.

11. NON-HIRE & INJUNCTIVE RELIEF

a. Non-Hire. During the term of this Agreement and any SOW which survives termination of this Agreement, and for a period of one (1) year thereafter, Client agrees that it shall not, without Propeller’s written consent, directly or indirectly, on behalf of itself or any other party (i) solicit for employment or engagement, or employ or engage (or attempt to do any of the foregoing) any individual who is employed by, or an independent contractor of Propeller at the time of, or within twelve (12) months immediately prior to such employment, engagement or attempt thereof and with whom the Client had contact with or was introduced to by Propeller. In the event the Client breaches this Section, Propeller shall be entitled to a flat fee of $120,000 if within the first year following the Effective Date of this Agreement. After the initial period of one (1) year, Client will pay Propeller a flat fee based on the title that the applicable individual held at Propeller, as follows:

I. $50,000 for Accounting Manager;

II. $65,000 for Director; and

III. $80,000 for Vice President and Chief Financial Officer. 

The fee above shall be paid via EFT on or before the effective date of termination of the applicable person’s work with Propeller. The foregoing shall be, in addition to any other remedies available under applicable law.

b. Injunctive Relief. The Client acknowledges and agrees that monetary damages may not be adequate and that Propeller shall have the right to seek injunctive relief if the Client violates this Section 11. This Section 11 shall be enforced to the maximum extent permitted under applicable law and if any portion of Section 11 is deemed unenforceable, all other terms and conditions in this Section 11 shall be enforced consistent with their full intent.

12. MISCELLANEOUS

a. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS AGREEMENT.

b. Force Majeure. Neither party shall be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, fire, disruption of Internet or other communications services, pandemics, epidemic or other casualty, act of G-d, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

c. Entire Agreement, Amendments, and Notices. This Agreement and all engagement documents incorporated herein by reference or that specifically states that it is entered into pursuant hereto, including attachments, SOWs, addenda, and riders, constitute the entire agreement between the parties with respect to the Services, and supersedes all other oral and written representations, understandings or agreements relating to the Services, and may not be amended except by written agreement signed by the parties. In the event that there exists a conflict between any term, condition, or provision contained within this Agreement, and any term, condition, or provision contained within the SOW, the term, condition, or provision contained within this Agreement shall control unless the SOW specifically states that the provision within the SOW controls. Any terms set forth in the SOW are in addition to the terms set forth in this Agreement and shall be deemed to be a supplement to this Agreement. All notices hereunder shall be in writing and sent by: (i) overnight courier, (ii) prepaid certified or registered mail, return receipt requested, or (iii) e-mail, in each case at the addresses provided by the other party. All notices will be effective upon receipt.

d. Governing Law, Jurisdiction and Venue, and Severability. This Agreement, including attachments, and all matters relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the choice of law principles thereof). Any action based on or arising out of this Agreement or the Services shall be brought and maintained exclusively in any state or federal court, in each case located in the State of New York. Each of the parties hereby expressly and irrevocably submits to the jurisdiction of such courts for the purposes of any such action and expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action brought in any such court and any claim that any such action has been brought in an inconvenient forum. If any provision of this Agreement is unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.