Master Service Agreement

1. Parties & Engagement

This Master Service Agreement ("Agreement") is entered into between AxonIR ("Provider," "we," "our"), a Wyoming limited liability company, and the entity identified in the AxonIR signup flow ("Client," "you," "your"). By completing signup, accepting this Agreement electronically, and paying the Initial Setup Fee, Client engages Provider to deliver the services described in the selected subscription plan ("Services").

2. Services

Provider will deliver the Services corresponding to Client's selected plan (Launch, Growth, Scale, or Enterprise) as described at axonir.ai/services. Provider reserves the right to update features and workflows, provided core deliverables remain at parity or are improved. Third-party costs (wire services, sponsored research, conferences, travel) are billed separately or handled directly by Client unless expressly included.

3. Fees & Payment

• Initial Setup Fee: $5,000 (one-time), non-refundable, charged upon acceptance of this Agreement.
• Monthly Subscription: $750 (Launch), $1,500 (Growth), $2,500 (Scale), or $4,000 (Enterprise), billed monthly in advance via credit card on file.
• No Long-Term Contract: Subscription is month-to-month. Client may cancel with thirty (30) days' written notice to [email protected].
• Failed Payment: Services may be suspended after five (5) business days of non-payment. Accounts more than thirty (30) days past due will be terminated.
• Price Changes: Provider may adjust monthly rates with sixty (60) days' written notice; Client may cancel without penalty before the change takes effect.
• Refunds: The Setup Fee is non-refundable. Monthly subscription fees are non-refundable once the billing period begins.

4. Nature of Services — IR Is Advisory

Client acknowledges that investor relations is advisory in nature.Provider's AI-powered analysis, scoring, recommendations, and distribution services are designed to improve how Client's public disclosures communicate with algorithmic and institutional investors. Provider makes no representation, warranty, or guarantee regarding:

• Stock price movement, trading volume, or market capitalization outcomes
• Analyst coverage, ratings, or price targets
• Institutional investor purchase decisions or allocations
• Short-seller actions, activist campaigns, or proxy battles
• Regulatory outcomes with the SEC, FINRA, exchanges, or foreign regulators
• Media coverage or sentiment in any channel
• Inclusion in or removal from indexes, ETFs, or coverage lists

Client retains exclusive responsibility for all public disclosures.Provider's recommendations are advisory; Client's counsel, auditors, and officers remain responsible for the content, timing, and legal compliance of every filing, press release, statement, or communication.

5. Not Legal, Tax, Accounting, or Investment Advice

Services are not legal advice, tax advice, accounting advice, audit services, investment advice, broker-dealer services, or securities underwriting. Provider is not a registered investment adviser, broker-dealer, or law firm. Client shall retain qualified securities counsel, PCAOB-registered auditors, and independent advisors as appropriate for its filings and transactions.

6. Confidentiality & Material Non-Public Information (MNPI)

Each party agrees to maintain in confidence all non-public information disclosed by the other. Provider acknowledges that Client may share material non-public information (MNPI) in the course of services; Provider will (a) restrict access to personnel with a need to know, (b) not trade in Client's securities while in possession of MNPI, and (c) implement reasonable safeguards. A separate NDA may be executed for sensitive engagements.

7. Indemnification by Client

Client shall indemnify, defend, and hold harmless Provider, its officers, directors, board members, employees, contractors, affiliates, and agents (collectively, the "Provider Parties") from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Client's public disclosures, filings, press releases, or statements, including content originated or reviewed by Provider;
• (b) any violation by Client of securities laws, exchange rules, or regulatory requirements;
• (c) any third-party claim alleging that Client's communications caused financial loss, including short-seller claims, class actions, or SEC investigations;
• (d) any information Client provided to Provider that was inaccurate, incomplete, or misleading;
• (e) Client's breach of this Agreement or any representations made herein.

8. Limitation of Liability & Covenant Not to Sue

EXCEPT FOR PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT PROVEN BY CLEAR AND CONVINCING EVIDENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Aggregate Liability Cap:Provider's total cumulative liability under this Agreement, regardless of cause of action (contract, tort, statute, or otherwise), shall not exceed the lesser of (i) total fees paid by Client to Provider during the three (3) months immediately preceding the claim, or (ii) ten thousand dollars ($10,000).
• No Consequential Damages: Provider shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost business, lost trading profits, stock price losses, market cap impact, reputational harm, or diminished investor interest.
• Covenant Not to Sue Officers & Directors: Client covenants and agrees not to sue, commence, or maintain any action against any individual officer, director, board member, employee, contractor, or agent of Provider in their personal capacity. All claims, if any, shall be brought solely against AxonIR as an entity, subject to the limitations herein. This covenant is a material inducement for Provider to enter into this Agreement.
• No Market Outcome Claims: Client specifically waives any right to seek recovery from Provider based on stock price movement, volume, short-seller attack outcomes, activist actions, analyst ratings, index inclusion, or any other third-party market event.

9. Representations & Warranties

Client represents and warrants that:

• (a) It is a publicly traded company listed on NYSE or NASDAQ, or is in good-faith pursuit of becoming one;
• (b) It has full authority to enter into this Agreement;
• (c) Information provided to Provider will be accurate and complete;
• (d) It will comply with Regulation FD, Section 10(b), Rule 10b-5, and all applicable securities laws;
• (e) It will not instruct Provider to create or distribute materially misleading communications.

10. Term, Termination & Effect of Termination

The Agreement begins on acceptance and continues month-to-month until terminated by either party with thirty (30) days' written notice. Provider may terminate immediately for (a) non-payment after suspension, (b) Client fraud or illegal activity, or (c) Client's material breach not cured within ten (10) days of notice. Upon termination, Sections 4, 5, 6, 7, 8, 11, 12, 13, and 14 survive indefinitely.

11. Intellectual Property

Provider retains all rights to its AI models, NLP scoring algorithms, dashboard software, prospect database, proprietary methodology, and documentation. Client retains rights to its own filings, logos, brand assets, and communications. Client grants Provider a limited license to use Client's name and logo in marketing materials (case studies, website, client lists) unless Client opts out in writing.

12. Governing Law, Venue & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-laws principles. Any dispute shall be resolved exclusively through binding arbitration administered by JAMS in New York, NY, under its Streamlined Arbitration Rules.Client waives any right to jury trial and to participate in class actions or class arbitrations.The prevailing party is entitled to recover reasonable attorneys' fees.

13. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including acts of God, war, pandemic, government action, internet or cloud service outages, or third-party platform failures (Stripe, AWS, Cloudflare, SEC EDGAR, social media APIs).

14. Miscellaneous

This Agreement is the entire understanding between the parties. Amendments require written consent of both parties (email is sufficient). If any provision is unenforceable, the remainder stays in effect. This Agreement may be accepted electronically and such acceptance has the same legal force as a wet-ink signature. Client's IP address, timestamp, and confirmed identity constitute valid electronic execution under the federal E-SIGN Act and state equivalents.