MASTER SERVICES AGREEMENT

PREAMBLE

This Master Services Agreement ("MSA") establishes the general terms governing the professional relationship between Panoptica Financial Ltd. ("Panoptica," "we," "us," or "our") and each client ("Client," "you," or "your") that engages Panoptica to provide professional services.

This MSA is incorporated by reference into every Engagement Letter, Statement of Work, Subscription Agreement, Proposal, Work Order, Change Order, or other written agreement that expressly references this MSA (each, an "Engagement Agreement").

Together, the Engagement Agreement and this MSA constitute the complete agreement between the parties unless expressly modified in writing and signed by both parties.

If a conflict exists between this MSA and an Engagement Agreement, the Engagement Agreement controls solely with respect to the conflicting provision.

ARTICLE 1 - DEFINITIONS

For purposes of this Agreement:

1.1 Affiliate

"Affiliate" means any entity controlling, controlled by, or under common control with a party.

1.2 Artificial Intelligence Technologies

"Artificial Intelligence Technologies" means machine learning systems, large language models, natural language processing systems, generative artificial intelligence, intelligent automation, analytical models, workflow automation technologies, and similar current or future technologies used to assist in delivering professional services.

1.3 Client Data

"Client Data" means all information, records, documents, financial information, personnel information, operational information, source documents, electronic records, databases, credentials, files, and other materials supplied by Client or generated from Client's business operations.

Client Data does not include Panoptica Intellectual Property.

1.4 Confidential Information

"Confidential Information" means non-public information disclosed by either party that reasonably should be understood to be confidential, including but not limited to:

• financial information
• customer information
• pricing
• business plans
• trade secrets
• software
• source code
• processes
• methodologies
• security information
• credentials
• technical documentation
• strategic plans
• proprietary reports
• unpublished intellectual property

Confidential Information does not include information that:

a. becomes publicly available through no breach of this Agreement;

b. was lawfully known by the receiving party before disclosure;

c. is independently developed without use of the disclosing party's Confidential Information; or

d. is lawfully obtained from a third party without restriction.

1.5 Deliverables

"Deliverables" means reports, analyses, financial models, dashboards, presentations, memoranda, recommendations, process documentation, training materials, templates specifically prepared for Client, and other work product expressly identified in an Engagement Agreement.

Deliverables do not include Panoptica Intellectual Property except to the extent expressly stated in writing.

1.6 Engagement Agreement

An Engagement Letter, Statement of Work, Subscription Agreement, Proposal, Work Order, Change Order, or other written agreement executed by the parties that references this Master Services Agreement.

1.7 Fees

All professional fees, subscription fees, implementation fees, recurring fees, expenses, and other charges payable by Client under an Engagement Agreement.

1.8 Intellectual Property

Any copyright, trademark, trade secret, patent right, know-how, methodology, software, documentation, workflow, automation, prompt library, framework, process, model, invention, design, database, template, training material, or other proprietary right recognized under applicable law.

1.9 Panoptica Intellectual Property

"Panoptica Intellectual Property" includes all Intellectual Property owned, created, licensed, or developed by Panoptica before, during, or after an engagement, including without limitation:

• methodologies
• business frameworks
• financial models
• process maps
• operating procedures
• templates
• checklists
• playbooks
• training materials
• implementation methodologies
• proprietary analyses
• dashboards
• automation workflows
• prompt libraries
• prompt engineering techniques
• AI-assisted workflows
• decision frameworks
• quality control procedures
• internal documentation
• research methodologies
• educational content
• software
• documentation
• derivative works
• improvements
• enhancements

whether or not incorporated into Client Deliverables.

1.10 Professional Services

Professional consulting, advisory, accounting, tax, controller, CFO, finance transformation, operational, implementation, training, subscription, technology-enabled, or other services provided by Panoptica pursuant to an Engagement Agreement.

1.11 Third-Party Services

Products, software, cloud platforms, service providers, applications, infrastructure providers, consultants, contractors, or vendors that are not owned or controlled by Panoptica.

1.12 Work Product

All Deliverables together with supporting analyses, calculations, documentation, and materials prepared by Panoptica in connection with an Engagement Agreement.

Work Product excludes Panoptica Intellectual Property except as expressly licensed.

ARTICLE 2 - APPLICABILITY

2.1 Master Agreement

This MSA governs all Professional Services performed by Panoptica unless expressly superseded by a signed written agreement.

2.2 Future Engagements

Unless otherwise agreed in writing, this MSA shall automatically apply to all future Engagement Agreements between the parties.

2.3 Modifications

No modification of this MSA shall be effective unless made in writing and executed by authorized representatives of both parties.

Panoptica may publish updated versions of this MSA on its website from time to time; however, revisions shall apply only to Engagement Agreements entered into after the effective date of the revised version unless both parties expressly agree otherwise in writing.

2.4 Relationship of Documents

If multiple Engagement Agreements exist simultaneously, each Engagement Agreement governs only the services described therein, while this MSA governs the overall legal relationship between the parties.

2.5 No Obligation to Accept Engagements

Neither this MSA nor any prior business relationship obligates either party to enter into future Engagement Agreements.

Panoptica reserves the right to decline any requested engagement in its sole professional discretion.

ARTICLE 3 - PROFESSIONAL RELATIONSHIP

3.1 Independent Contractor

Panoptica is an independent contractor.

Nothing contained in this Agreement shall be construed to create:

• an employer-employee relationship;
• a partnership;
• a joint venture;
• an agency relationship;
• a fiduciary relationship;
• an ownership interest; or
• any relationship other than that of independent contracting parties,

unless expressly stated in a separately executed written agreement.

3.2 Professional Judgment

Panoptica shall perform Professional Services using reasonable professional judgment consistent with applicable professional standards and the scope of the applicable Engagement Agreement.

Professional Services involve the exercise of judgment and are not intended to guarantee any particular financial, operational, regulatory, tax, investment, business, or commercial outcome.

3.3 No Guarantee of Results

Unless expressly stated otherwise in writing, Panoptica does not guarantee:

• profitability;
• business growth;
• financing;
• fundraising;
• tax savings;
• regulatory approval;
• audit outcomes;
• lender approval;
• investor acceptance;
• operational improvements;
• implementation success; or
• any other specific business result.

Recommendations provided by Panoptica are advisory in nature. Final business decisions remain solely the responsibility of Client.

ARTICLE 4 – CLIENT RESPONSIBILITIES

4.1 General Responsibilities

The Client acknowledges that the successful performance of the Professional Services depends upon timely cooperation and the accuracy and completeness of information provided to Panoptica.

The Client agrees to cooperate in good faith throughout each engagement and to provide reasonable access to personnel, systems, records, and information necessary for Panoptica to perform the Professional Services.

4.2 Information Provided by Client

The Client is responsible for providing complete, accurate, current, and timely information, records, documents, and other materials reasonably requested by Panoptica.

The Client represents that, to the best of its knowledge, information provided to Panoptica is accurate and complete at the time it is provided.

Panoptica has no obligation to independently verify information supplied by the Client unless expressly stated in the applicable Engagement Agreement.

4.3 Designated Representative

The Client shall designate one or more authorized representatives who may communicate with Panoptica regarding the engagement, provide instructions, approve deliverables, and make decisions on behalf of the Client.

Panoptica may rely upon instructions and approvals received from the Client's designated representatives unless notified otherwise in writing.

4.4 Timely Cooperation

The Client agrees to respond to reasonable requests for information, clarification, approvals, and decisions within a reasonable period of time.

Panoptica shall not be responsible for delays in performance resulting from the Client's failure to provide requested information, approvals, or access in a timely manner.

Any resulting changes to project timelines, deliverables, or fees may be addressed through a Change Order or revised Engagement Agreement.

4.5 Management Responsibilities

The Client retains sole responsibility for:

• business strategy and operational decisions;
• accounting records and financial reporting;
• internal controls;
• regulatory and legal compliance;
• tax filings and elections, unless specifically delegated in writing;
• approvals of transactions, payments, journal entries, and financial statements;
• implementation of Panoptica's recommendations; and
• all management decisions affecting the Client's business.

Nothing in this Agreement transfers management responsibility from the Client to Panoptica.

4.6 Internal Controls

Unless expressly engaged to evaluate or design internal controls, Panoptica is not responsible for establishing, maintaining, monitoring, or testing the Client's internal control environment.

The Client remains solely responsible for maintaining appropriate accounting records, safeguarding assets, preventing and detecting fraud, and complying with applicable laws and regulations.

4.7 Review and Acceptance of Deliverables

The Client agrees to review all Deliverables, reports, analyses, recommendations, and other Work Product provided by Panoptica within a reasonable period after delivery.

The Client shall promptly notify Panoptica in writing of any material questions, inaccuracies, omissions, deficiencies, or other concerns regarding a Deliverable.

Unless otherwise provided in the applicable Engagement Agreement, Deliverables shall be deemed accepted unless the Client provides written notice identifying a material deficiency within ten (10) business days after delivery.

If the Client timely identifies a material deficiency, Panoptica will use commercially reasonable efforts to address the identified issue, provided such issue is within the agreed scope of the applicable Engagement Agreement.

Failure to timely notify Panoptica of a material deficiency shall constitute acceptance of the Deliverable. Such acceptance shall not limit the Client's rights with respect to latent defects that could not reasonably have been discovered during the review period.

4.8 Responsibility for Decisions

Professional Services provided by Panoptica are advisory in nature.

The Client acknowledges that all business, financial, operational, legal, tax, investment, employment, and strategic decisions remain solely the responsibility of the Client.

The Client is responsible for determining whether recommendations made by Panoptica are appropriate for the Client's specific circumstances before implementation.

4.9 Compliance with Laws

The Client is responsible for complying with all applicable federal, state, local, and international laws, regulations, licensing requirements, and reporting obligations applicable to its business.

Panoptica shall not be responsible for monitoring changes in applicable law unless specifically engaged to provide such services.

ARTICLE 5 – RELIANCE ON CLIENT INFORMATION

5.1 Reliance Upon Information

Unless expressly stated otherwise in an Engagement Agreement, Panoptica is entitled to rely upon the accuracy, completeness, and timeliness of all information, documents, records, representations, explanations, and data supplied by or on behalf of the Client.

Panoptica is not required to independently verify such information.

5.2 Inaccurate or Incomplete Information

Panoptica shall not be responsible for any delay, error, omission, additional work, increased fees, or adverse outcome resulting from:

• inaccurate information;
• incomplete information;
• misleading information;
• untimely information;
• omitted information;
• inaccurate accounting records;
• missing documentation; or
• inaccurate representations made by or on behalf of the Client.

If Panoptica determines that additional work is required due to the quality or completeness of information provided, Panoptica may recommend revisions to the scope, timeline, or fees applicable to the engagement.

5.3 Discovery of Errors

If Panoptica becomes aware of information that appears materially inaccurate, inconsistent, incomplete, or unreliable, Panoptica may request clarification or additional documentation before continuing work.

Panoptica reserves the right to suspend or delay Professional Services until reasonably satisfactory information has been received.

5.4 No Duty to Detect Fraud

Unless expressly engaged in writing to perform services designed for that purpose, Panoptica has no obligation to detect fraud, theft, embezzlement, illegal acts, internal control deficiencies, or other irregularities.

Professional Services should not be relied upon as an audit, forensic examination, fraud investigation, or other assurance engagement.

5.5 Changed Circumstances

Professional advice is based upon facts and circumstances known to Panoptica at the time the advice is provided.

Changes in applicable laws, regulations, accounting standards, tax guidance, economic conditions, business operations, technology, or other relevant circumstances may affect prior recommendations.

Unless separately engaged, Panoptica has no ongoing obligation to update previously delivered advice or notify the Client of subsequent developments.

5.6 Third-Party Information

Panoptica may rely upon information obtained from third-party service providers, financial institutions, governmental agencies, software platforms, or other sources reasonably believed to be reliable.

Panoptica makes no representation or warranty regarding the accuracy or completeness of information provided by third parties.

5.7 Professional Judgment

The Client acknowledges that recommendations and deliverables prepared by Panoptica involve the exercise of professional judgment based upon available information.

Professional judgment is not a guarantee of any particular outcome and should not be interpreted as a warranty or assurance of future business, financial, tax, operational, or regulatory results.

ARTICLE 6 – FEES & PAYMENT

6.1 Fees

The fees for Professional Services shall be set forth in the applicable Engagement Agreement. Unless otherwise stated, all fees are quoted in U.S. dollars and exclude applicable taxes, governmental assessments, and reimbursable expenses.

6.2 Invoicing

Unless otherwise specified in the applicable Engagement Agreement, Panoptica will issue invoices periodically based on the billing arrangement agreed upon by the parties, including hourly, fixed-fee, recurring subscription, milestone-based, or other pricing models.

6.2 Taxes

Unless otherwise stated in the applicable Engagement Agreement, the Client is responsible for all applicable sales, use, excise, gross receipts, value-added, or similar taxes arising from the Professional Services, excluding taxes imposed on Panoptica's net income, franchise taxes, or employment taxes.

Panoptica may collect and remit such taxes where required by applicable law.

6.4 Payment Terms

Unless otherwise stated in the applicable Engagement Agreement, invoices are due within fifteen (15) calendar days of the invoice date.

Payments shall be made using the payment method authorized by the Client through Panoptica's invoicing platform or by another mutually agreed payment method.

6.5 Stored Payment Method Authorization

If the Client provides a credit card, ACH authorization, or other electronic payment method, the Client authorizes Panoptica to charge that payment method for:

• Professional fees;
• approved recurring services;
• reimbursable expenses;
• applicable taxes; and
• any other amounts due under the applicable Engagement Agreement.

The Client is responsible for maintaining accurate and current payment information throughout the engagement.

6.6 Late Payments

Amounts not paid when due may accrue interest at the lesser of 1.5% per month (18% annually) or the maximum rate permitted by applicable law.

Panoptica reserves the right to suspend Professional Services until all outstanding balances have been paid in full.

Suspension of Professional Services does not relieve the Client of its payment obligations, extend payment deadlines, or modify any obligations under this Agreement.

6.7 Right of Setoff

Panoptica reserves the right to apply any payment received to the oldest outstanding invoice unless otherwise required by law or agreed to in writing.

6.8 Collection Costs

The Client agrees to reimburse Panoptica for reasonable costs incurred in collecting overdue amounts, including collection agency fees, court costs, and reasonable attorneys' fees, to the extent permitted by applicable law.

6.9 Disputed Invoices

The Client shall notify Panoptica in writing of any disputed invoice within ten (10) business days after receipt.

The undisputed portion of any invoice shall remain payable in accordance with the applicable payment terms.

ARTICLE 7 – SCOPE CHANGES

7.1 Scope of Services

Panoptica will perform only those Professional Services specifically described in the applicable Engagement Agreement.

No additional services shall be deemed included unless agreed to by both parties in writing.

7.2 Additional Services

If the Client requests services outside the agreed scope, Panoptica may, in its sole discretion, agree to perform such services under a revised Engagement Agreement, Change Order, or other written authorization.

Additional services may result in revised fees, timelines, deliverables, or other commercial terms.

7.3 Informal Requests

Requests made during meetings, telephone calls, emails, text messages, messaging platforms, or other informal communications shall not automatically modify the scope of an engagement.

Panoptica may require written confirmation before beginning any additional work.

7.4 Changed Circumstances

If the assumptions, timing, complexity, volume of work, staffing requirements, or other material circumstances underlying an engagement change after acceptance, Panoptica may recommend adjustments to the scope, fees, timeline, staffing, or deliverables.

7.5 Suspension Pending Scope Resolution

If the parties are unable to agree upon proposed changes affecting the engagement, Panoptica may suspend work relating to the disputed scope until the matter has been resolved.

ARTICLE 8 – TECHNOLOGY & ARTIFICIAL INTELLIGENCE

8.1 Use of Technology

Panoptica utilizes modern technologies to improve efficiency, consistency, collaboration, security, and the quality of Professional Services.

Such technologies may include cloud-based systems, workflow automation, analytical tools, communication platforms, document management systems, Artificial Intelligence Technologies, and other technologies that support the delivery of Professional Services.

8.2 Artificial Intelligence

Panoptica may utilize Artificial Intelligence Technologies to assist with activities including, but not limited to:

• research;
• organizing information;
• document summarization;
• drafting communications;
• preparing reports;
• financial analysis;
• workflow automation;
• process documentation;
• data organization; and
• other administrative or analytical tasks.

8.3 Professional Oversight

Artificial Intelligence Technologies are used to assist—not replace—professional judgment.

Where Professional Services require professional judgment, analysis, recommendations, or conclusions, Panoptica maintains human oversight and remains responsible for the final work product delivered to the Client.

The Client acknowledges and agrees that Panoptica's use of Artificial Intelligence Technologies in accordance with this Agreement and Panoptica's AI Use & Transparency Statement constitutes an authorized method of performing the Professional Services.

8.4 Evolving Technologies

Technology continues to evolve rapidly.

Panoptica reserves the right to adopt, replace, discontinue, or modify the technologies used in delivering Professional Services, provided such changes do not materially reduce the quality of the services provided.

8.5 Third-Party Technology Providers

Professional Services may involve third-party technology providers.

While Panoptica exercises reasonable care in selecting technology providers, Panoptica is not responsible for interruptions, outages, changes in functionality, discontinued services, security incidents, data loss, or other events arising from third-party technologies that are beyond Panoptica's reasonable control.

Panoptica will make commercially reasonable efforts to minimize disruption and identify practical alternatives where appropriate.

8.6 Additional Information

Panoptica's use of Artificial Intelligence Technologies is further described in its AI Use & Transparency Statement, which is incorporated into this Agreement by reference.

ARTICLE 9 – CONFIDENTIALITY

9.1 Mutual Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for purposes of performing or receiving Professional Services under this Agreement.

9.2 Standard of Care

Each party shall protect the other party's Confidential Information using commercially reasonable care, which shall be no less than the degree of care it uses to protect its own confidential information of a similar nature.

9.3 Permitted Disclosures

Confidential Information may be disclosed only:

• to employees, contractors, advisors, insurers, auditors, or professional representatives with a legitimate business need to know;
• as required by applicable law, regulation, subpoena, court order, or governmental authority;
• with the prior written consent of the disclosing party; or
• as otherwise permitted under this Agreement.

Each party shall remain responsible for ensuring that persons receiving Confidential Information on its behalf comply with confidentiality obligations substantially similar to those contained in this Agreement.

9.4 Third-Party Service Providers

Panoptica may disclose Confidential Information to third-party service providers engaged to support the delivery of Professional Services.

Panoptica will exercise commercially reasonable care in selecting such providers and, where commercially reasonable and appropriate, require such providers to be subject to contractual confidentiality and data protection obligations that are no less protective than those contained in this Agreement.

Panoptica remains responsible for the acts and omissions of such providers relating to Confidential Information to the same extent as if performed by Panoptica.

9.5 Exclusions

The confidentiality obligations contained in this Article do not apply to information that:

• is publicly available through no breach of this Agreement;
• was lawfully known by the receiving party prior to disclosure;
• is independently developed without use of the disclosing party's Confidential Information; or
• is lawfully obtained from a third party without confidentiality restrictions.

9.6 Compelled Disclosure

If Panoptica receives a subpoena, court order, governmental request, or other legal process requiring disclosure of Confidential Information, Panoptica may comply with such request to the extent required by applicable law.

Where legally permitted, Panoptica will make reasonable efforts to notify the Client before disclosing Confidential Information so that the Client may seek an appropriate protective order or other legal remedy.

9.7 Publicity

Unless otherwise authorized in writing by the Client, Panoptica will not publicly identify the Client as a client, use the Client's name, trademarks, logos, or other branding in marketing materials, case studies, testimonials, or promotional content.

Nothing in this section prohibits Panoptica from identifying the Client where required by law, regulation, court order, or with the Client's prior written consent.

9.8 Survival

The confidentiality obligations contained in this Article shall survive termination or expiration of this Agreement and shall remain in effect until the applicable Confidential Information becomes publicly available through no breach of this Agreement or otherwise no longer qualifies as Confidential Information under applicable law.

ARTICLE 10 – PRIVACY & DATA SECURITY

10.1 Privacy

Panoptica is committed to protecting the privacy and confidentiality of Client Data. Our collection, use, disclosure, and protection of personal information are governed by our Privacy Policy, which is incorporated into this Agreement by reference and available through the Panoptica Trust Center.

10.2 Data Security

Panoptica maintains administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction.

Such safeguards may include access controls, encryption where appropriate, multi-factor authentication, secure cloud infrastructure, employee confidentiality obligations, and other commercially reasonable security practices.

10.3 Third-Party Service Providers

Panoptica may utilize third-party service providers to facilitate the delivery of Professional Services.

While Panoptica exercises commercially reasonable care in selecting such providers, Client acknowledges that third-party systems operate independently and Panoptica cannot guarantee their uninterrupted availability or absolute security.

10.4 Security Incidents

In the event Panoptica becomes aware of a security incident involving Client Data within Panoptica's control that is reasonably likely to materially affect the Client, Panoptica will notify the Client within a commercially reasonable period after confirming the incident and will cooperate in good faith regarding appropriate response efforts.

10.5 Data Retention

Panoptica may retain engagement records, communications, and Work Product for as long as reasonably necessary to provide Professional Services, satisfy legal or regulatory obligations, resolve disputes, enforce contractual rights, maintain business records, or protect Panoptica's legitimate business interests.

Unless otherwise required by law or agreed in writing, Panoptica is not obligated to retain Client records indefinitely.

10.6 Aggregated and De-Identified Information

Notwithstanding any other provision of this Agreement, Panoptica may create, use, retain, analyze, and disclose information derived from Client Data that has been aggregated, anonymized, or de-identified such that it does not identify, and cannot reasonably be used to identify, the Client or any individual.

Panoptica may use such information for benchmarking, quality assurance, internal analytics, service improvement, research, development of methodologies, testing, and other legitimate business purposes.

Nothing in this Section permits disclosure of the Client's Confidential Information or personally identifiable information.

ARTICLE 11 – INTELLECTUAL PROPERTY

11.1 Ownership

Except as expressly provided in this Agreement, Panoptica retains all right, title, and interest in and to all Panoptica Intellectual Property.

Nothing contained in this Agreement transfers ownership of Panoptica Intellectual Property to the Client.

11.2 Pre-Existing Materials

Each party retains ownership of the intellectual property it owned or controlled prior to the commencement of an engagement.

No rights are transferred except as expressly stated in this Agreement.

11.3 Panoptica Intellectual Property

Without limitation, Panoptica Intellectual Property includes:

• methodologies;
• frameworks;
• templates;
• playbooks;
• checklists;
• standard operating procedures;
• financial models;
• dashboards;
• process documentation;
• training materials;
• implementation methodologies;
• automation workflows;
• prompt libraries;
• prompt engineering techniques;
• analytical models;
• educational content;
• software;
• documentation;
• research methodologies;
• derivative works;
• improvements; and
• enhancements.

The incorporation of any Panoptica Intellectual Property into Deliverables does not transfer ownership to the Client.

11.4 Client Intellectual Property

The Client retains ownership of all Client Data, trademarks, trade names, logos, proprietary information, and other intellectual property supplied by the Client.

The Client grants Panoptica a limited, non-exclusive license to use such materials solely as necessary to perform the Professional Services.

11.5 Client-Specific Work Product

Upon payment in full of all amounts due under the applicable Engagement Agreement, the Client shall own the final Deliverables that are specifically created for the Client and expressly identified as Deliverables in the applicable Engagement Agreement.

Notwithstanding the foregoing, Panoptica retains all ownership rights in its Intellectual Property, including methodologies, templates, formulas, calculations, automation workflows, prompt libraries, reusable models, dashboards, software, processes, know-how, and other proprietary components incorporated into or used to create such Deliverables.

Nothing in this Agreement transfers ownership of Panoptica Intellectual Property merely because it is incorporated into Deliverables prepared for the Client.

11.6 Feedback

Any suggestions, recommendations, comments, ideas, or feedback voluntarily provided by the Client regarding Panoptica's services may be used by Panoptica without restriction or obligation, provided such use does not disclose the Client's Confidential Information.

ARTICLE 12 – LICENSE TO CLIENT

12.1 Limited License

Upon payment in full of all amounts due under the applicable Engagement Agreement, Panoptica grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Deliverables solely for the Client's internal business purposes.

12.2 Restrictions

Unless expressly authorized in writing, the Client shall not:

• reproduce Deliverables for commercial resale;
• sublicense Deliverables;
• create derivative works from Panoptica Intellectual Property;
• remove copyright or proprietary notices;
• reverse engineer Panoptica methodologies;
• use Deliverables to develop competing products or services; or
• use Panoptica Intellectual Property to train artificial intelligence models or automated systems.

12.3 No Implied License

No license or other right shall be implied by this Agreement.

Any rights not expressly granted remain reserved by Panoptica.

ARTICLE 13 – COMMUNICATIONS & ELECTRONIC RECORDS

13.1 Electronic Communications

The parties agree that communications transmitted electronically, including by email, client portal, electronic signature platform, or other mutually accepted electronic means, satisfy any requirement for written communication unless applicable law requires otherwise.

13.2 Electronic Signatures

Electronic signatures shall have the same legal effect as original handwritten signatures to the fullest extent permitted by applicable law.

13.3 Notices

Unless otherwise specified in the applicable Engagement Agreement, formal notices under this Agreement shall be delivered by email, certified mail, recognized overnight courier, or another mutually agreed method.

Electronic notice shall be deemed received on the date transmitted unless the sender receives notice of delivery failure.

13.4 Client Portal

Panoptica may make documents, invoices, reports, and other communications available through a secure client portal or similar electronic platform.

The Client is responsible for maintaining current contact information and monitoring communications delivered through such platforms.

ARTICLE 14 – TERM & TERMINATION

14.1 Term

This Agreement becomes effective upon acceptance of an Engagement Agreement and remains in effect until terminated in accordance with this Article.

14.2 Termination Without Cause

Unless otherwise specified in the applicable Engagement Agreement, either party may terminate an engagement upon thirty (30) days' written notice.

14.3 Immediate Termination

Panoptica may immediately suspend or terminate Professional Services if:

• the Client materially breaches this Agreement;
• payment remains overdue;
• Panoptica determines continued services would violate applicable law or professional standards;
• the Client requests services that Panoptica believes are unlawful, unethical, or fraudulent; or
• circumstances arise creating an actual or potential conflict of interest that cannot reasonably be resolved.

14.4 Effect of Termination

Termination does not relieve the Client of responsibility for payment of Professional Services performed or expenses incurred prior to the effective date of termination.

Upon termination, each party shall promptly return or destroy Confidential Information belonging to the other party upon request, except where retention is required by law or reasonably necessary for recordkeeping, regulatory compliance, dispute resolution, or enforcement of this Agreement.

14.5 Suspension of Services

Panoptica reserves the right to suspend Professional Services whenever necessary to protect its legal rights, comply with applicable law, address non-payment, protect confidential information, respond to cybersecurity concerns, or otherwise manage material business risks.

Suspension shall not constitute a breach of this Agreement where exercised in good faith under this Article.

14.6 Transition Assistance

Upon termination of an engagement, Panoptica may, at the Client's request and subject to Panoptica's availability, resource capacity, and execution of any required Engagement Agreement, provide reasonable transition assistance to the Client or the Client's newly designated service provider.

Transition assistance shall constitute Professional Services and will be billed at Panoptica's then-current rates unless otherwise agreed in writing.

14.7 Abandoned Engagements

If the Client fails to respond to reasonable requests for information or otherwise becomes unresponsive for more than sixty (60) consecutive days, Panoptica may consider the engagement inactive and may suspend or terminate the engagement upon written notice.

The Client remains responsible for payment of all Professional Services performed prior to suspension or termination.

ARTICLE 15 – PROFESSIONAL STANDARDS & DISCLAIMERS

15.1 Professional Standards

Panoptica will perform Professional Services consistent with the scope of the applicable Engagement Agreement and applicable professional standards governing those services.

15.2 No Guarantee

Professional Services involve the exercise of judgment and are not intended to guarantee any specific financial, operational, regulatory, tax, investment, or business outcome.

15.3 No Audit or Assurance

Unless expressly stated in a separate written Engagement Agreement, Panoptica is not engaged to perform audits, reviews, compilations, examinations, attest services, forensic investigations, or other assurance engagements.

No Deliverable shall be construed as providing assurance regarding the accuracy or completeness of financial information.

15.4 No Legal or Investment Advice

Unless expressly stated in a separate written Engagement Agreement, Panoptica does not provide legal services or investment advisory services.

Professional Services provided by Panoptica should not be construed as legal opinions, legal advice, or investment recommendations.

The Client remains responsible for obtaining advice from qualified legal counsel, investment advisors, insurance professionals, or other licensed professionals whenever such advice is appropriate.

15.5 Insurance

Unless expressly engaged in writing to provide insurance or risk management consulting services, Panoptica does not evaluate the adequacy, appropriateness, or availability of the Client's insurance coverage.

The Client remains solely responsible for obtaining and maintaining insurance coverage appropriate for its business, operations, personnel, assets, and risks.

15.6 Professional Judgment

Recommendations provided by Panoptica are advisory in nature and are based upon information available at the time the services are performed.

Final responsibility for management decisions, implementation, and business outcomes remains solely with the Client.

ARTICLE 16 – LIMITATION OF LIABILITY

16.1 Limitation of Liability

To the fullest extent permitted by applicable law, the total aggregate liability of Panoptica, its owners, employees, contractors, affiliates, and representatives arising out of or relating to any Engagement Agreement or this Agreement shall not exceed the total fees actually paid by the Client to Panoptica under the applicable Engagement Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

16.2 Excluded Damages

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, special, or punitive damages, including loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, business interruption, or loss of data, regardless of the legal theory asserted, even if advised of the possibility of such damages.

16.3 Exceptions

The limitations contained in this Article shall not apply to:

• a party's fraud or willful misconduct;
• a party's gross negligence where such limitation is prohibited by applicable law;
• a party's obligations under Article 9 (Confidentiality); or
• obligations that cannot legally be limited or excluded under applicable law.

16.4 Exclusive Remedy

Except as otherwise expressly provided in this Agreement, the remedies described herein constitute the parties' exclusive remedies arising out of or relating to this Agreement.

16.5 Limitation Period

To the fullest extent permitted by applicable law, no action arising out of or relating to this Agreement or any Engagement Agreement may be commenced more than two (2) years after the cause of action first arose or reasonably should have been discovered, regardless of any longer statute of limitations otherwise provided by law.

ARTICLE 17 – INDEMNIFICATION

17.1 Client Indemnification

The Client agrees to defend, indemnify, and hold harmless Panoptica, its owners, employees, contractors, affiliates, and representatives from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• inaccurate, incomplete, or misleading information provided by or on behalf of the Client;
• the Client's breach of this Agreement;
• the Client's unlawful acts or omissions;
• the Client's use of Deliverables in a manner inconsistent with this Agreement; or
• the Client's modification of Deliverables without Panoptica's written approval.

17.2 Panoptica Indemnification

Panoptica agrees to defend and indemnify the Client against third-party claims arising directly from Panoptica's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations of liability contained herein.

17.3 Indemnification Procedures

The party seeking indemnification shall:

• promptly notify the other party of any claim;
• permit the indemnifying party to control the defense and settlement of the claim; and
• reasonably cooperate in the defense of such claim.

Neither party shall settle any claim imposing liability upon the other without that party's prior written consent, which shall not be unreasonably withheld.

ARTICLE 18 – THIRD-PARTY RELIANCE

18.1 Intended Beneficiaries

Professional Services and Deliverables are prepared solely for the benefit of the Client identified in the applicable Engagement Agreement.

No other person or entity shall be considered a third-party beneficiary of this Agreement.

18.2 No Third-Party Reliance

Unless Panoptica expressly agrees in writing, no lender, investor, purchaser, governmental agency, auditor, creditor, shareholder, or other third party may rely upon any Deliverable or Professional Service provided under this Agreement.

18.3 Unauthorized Distribution

The Client assumes responsibility for any unauthorized distribution of Deliverables to third parties.

Panoptica shall have no responsibility or liability arising from third-party reliance upon Deliverables distributed without Panoptica's prior written consent.

ARTICLE 19 – DISPUTE RESOLUTION

19.1 Good Faith Negotiation

Before initiating litigation, the parties agree to make a good faith effort to resolve any dispute arising under this Agreement through direct discussions between authorized representatives.

19.2 Mediation

If a dispute has not been resolved within thirty (30) days after written notice of the dispute, either party may require that the dispute first be submitted to non-binding mediation conducted in Warren County, Ohio, before either party initiates litigation.

The parties shall share the mediator's fees equally unless otherwise agreed.

19.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

19.4 Venue

Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Warren County, Ohio, or the United States District Court having jurisdiction over Warren County, and each party irrevocably consents to the jurisdiction of those courts.

19.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ENGAGEMENT AGREEMENT.

19.6 Equitable Relief

Nothing contained in this Article shall prevent either party from seeking temporary restraining orders, preliminary injunctions, or other equitable relief where necessary to protect Confidential Information, Intellectual Property, or other rights that could suffer immediate and irreparable harm.

ARTICLE 20 – GENERAL PROVISIONS

20.1 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, utility failures, widespread technology outages, cyberattacks, epidemics, pandemics, or other events that could not reasonably have been prevented.

The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

20.2 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Panoptica may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or other successor transaction.

20.3 Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing.

Failure to enforce any provision shall not constitute a waiver of future enforcement.

20.4 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified only to the extent necessary to make it enforceable while preserving its original intent.

20.5 Survival

The provisions relating to payment obligations, confidentiality, intellectual property, limitations of liability, indemnification, dispute resolution, record retention, and any other provisions that by their nature are intended to survive shall survive termination or expiration of this Agreement.

20.6 Non-Solicitation

During the term of any Engagement Agreement and for a period of twelve (12) months following its termination, neither party shall knowingly solicit for employment or engagement any employee or independent contractor of the other party who materially participated in the applicable engagement without the prior written consent of the other party.

Nothing in this Section prohibits either party from hiring an individual who responds to a general advertisement, publicly posted job opportunity, or other recruiting activity that is not specifically directed toward the other party's personnel.

20.7 Entire Agreement

This Master Services Agreement, together with the applicable Engagement Agreement and the documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior oral or written discussions, proposals, understandings, and agreements relating to that subject matter.

20.8 Amendments

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties, except that Panoptica may update this Master Services Agreement for future engagements by publishing a revised version in its Trust Center. Such revisions shall apply only to Engagement Agreements entered into after the effective date of the revised version unless otherwise agreed in writing.

20.9 Electronic Execution

The parties agree that electronic signatures, electronic records, and electronically transmitted documents shall be deemed originals and shall have the same legal effect as original paper documents and handwritten signatures to the fullest extent permitted by applicable law.

20.10 Headings

Section headings are included solely for convenience and shall not affect the interpretation of this Agreement.

20.11 Trust Center

The following documents are incorporated into this Agreement by reference and are available at www.panopticafinancial.com/trustcenter:

• Privacy Policy
• AI Use & Transparency Statement
• Website Terms of Use
• Accessibility Statement