Platform Terms Agreement

SecretAgent990 provides a web-based service that allows users to research, analyze, and monitor nonprofit entities' public filings (the “Services”) utilizing SecretAgent990’s website located at secretagent990.com (“Licensed Platform”). Subject to the terms and conditions of this Agreement, SecretAgent990 hereby grants a limited license to the Licensee to use the Services and the Licensed Platform. The Licensee hereby acknowledges that SecretAgent990 may update or change its processes behind the Services and the Licensed Platform at any time and that Licensee’s sole options are to accept such processes or terminate this Agreement and its use of the Services. Licensee acknowledges that certain aspects of the Services may have usage limits and that Licensee agrees to comply with any such usage limits.

The Licensee acknowledges and agrees that it and each individual that uses the Licensed Platform must agree to the SecretAgent990 Terms of Use and Privacy Policy (the “Additional Terms”). The Licensee acknowledges and agrees that it has been provided with a copy of these Additional Terms and approves of the terms contained therein.

In exchange for use of the Services, the Licensee shall pay the fees for the license type and seat numbers as selected by the Licensee made at the time of purchase. Payments shall be made through the SecretAgent990 website using a credit card or other type of payment which SecretAgent990 accepts at that time. Licensee may purchase additional seats or enhanced services at any time for an additional fee. Licensee hereby acknowledges that SecretAgent990 may update or change its payment terms, fees, or payment policies at any time and that Licensee’s sole options are to accept such payment terms or terminate this Agreement and its use of the Services.

The term of this Agreement commences on the date the Licensee clicks to accept these Terms and continues for a period of one-year (the “Term”), which shall auto-renew for additional one-year terms unless Licensee provides notice to SecretAgent990 within ten (10) days of the end of the then-current term of its intention not to renew. Adding additional license seats under Section 3 shall not extend the Term. SecretAgent990 may terminate this Agreement and the License prior to the end of the term if, in its sole discretion, it determines that Licensee or an Authorized User has breached the terms of this Agreement or the Terms of Use. No refunds will be provided for any reason.

Licensee acknowledges that the license granted under this Agreement may only be used only for a single entity or person. If Licensee is a third-party service provider, such as an accountant, attorney or consultant, and is utilizing the Services on behalf of or to provide services for an entity or other person, Licensee acknowledges that a separate license must be purchased for each entity or person Licensee represents. If SecretAgent990 becomes aware that Licensee is using the Services on behalf of more than one entity or person without paying the proper licensing terms SecretAgent990 may terminate this Agreement without notice and without obligation to pay any refund to Licensee.

The Licensee is responsible and liable for all uses of the Services and Licensed Platform by its Authorized Users, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Licensee is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by the Licensee will be deemed a breach of this Agreement by the Licensee. The Licensee shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and the Licensed Platform and shall cause Authorized Users to comply with such provisions. The Licensee shall also be responsible for all data and information its Authorized Users input into the Services. “Authorized User” means the Licensee’s employees, consultants, contractors, representatives, and agents who are authorized by the Licensee to access and use the Services and Licensed Platform under the rights granted to the Licensee pursuant to this Agreement.

Notwithstanding anything to the contrary in this Agreement, SecretAgent990 may monitor the Licensee’s use of the Services and Licensed Platform and collect and compile Aggregated Statistics. As between SecretAgent990 and the Licensee, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by SecretAgent990. The Licensee acknowledges that SecretAgent990 may compile Aggregated Statistics based on user data and other data input into the Services. The Licensee agrees that SecretAgent990 may (a) make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify the Licensee or the Licensee’s users or Confidential Information. “Aggregated Statistics” means data and information related to the Licensee’s use of the Services and Licensed Platform that is used by SecretAgent990 in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services and Licensed Platform.

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, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). 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.

The Licensee represents and warrants that before providing personal information to SecretAgent990 or the Licensed Platform, it will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining permission from third parties to allow sharing of their personal information with SecretAgent990 under the Agreement and warrants that it has the right to provide such personal information to SecretAgent990. No information will be disseminated by SecretAgent990 to any third parties, except as consented to by Client, required by law, or as set forth in the SecretAgent990 Privacy Policy.

Subject to the terms and conditions of this Agreement, SecretAgent990 agrees to use commercially reasonable efforts to make the Services and Licensed Platform available.

Licensee shall not, and shall not permit any third party to, directly or indirectly: (a) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, object code, underlying structure, ideas, know-how, or algorithms of the software related to the Services and Licensed Platform (the “Software”) (except to the limited extent such restriction is prohibited by applicable law); (b) copy, reproduce, translate, modify, adapt, create derivative works of, or otherwise alter the Software; (c) scrape, crawl, spider, harvest, mine, or otherwise access the Software (including any interfaces, APIs, or outputs) by automated or programmatic means to extract, collect, or compile data, code, content, or other materials, including any bulk or systematic extraction; (d) use the Software to build, train, test, or improve any competing product or service, including any machine learning or artificial intelligence model; or (e) circumvent or disable any security, access controls, usage limits, or other technological measures protecting the Software. Any attempt to do the foregoing is a material breach of this Agreement.

Subject to the terms and conditions of this Agreement, the Licensee (as “Indemnifying Party”) shall indemnify, defend, and hold harmless SecretAgent990 and their officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the costs of pursuing any insurance by SecretAgent990, incurred by any Indemnified Party (collectively, “Losses”), relating to any third-party claim or any direct claim against Indemnifying Party alleging: (a) a breach of Indemnifying Party’s representations, warranties, or covenants set forth in this Agreement; (b) any act or omission of Indemnifying Party or any of its affiliates and each of their respective personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns in connection with Indemnifying Party’s use of the Services; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or any of its Representatives; and (d) that any of Indemnifying Party’s intellectual property used in conjunction with the Services infringes upon any intellectual property right of a third party.

SecretAgent990 and Licensee are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.

This Agreement is governed by and construed in accordance with the laws of the State of Ohio. The Parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under the Agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts. This Agreement is binding upon and inures to the benefit of and is enforceable by the Parties to this Agreement and their respective successors and assigns. This Agreement constitutes the entire agreement of the Parties and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this Agreement. The headings of this Agreement are for convenience only and will not control or affect the meaning or construction of the provisions of this Agreement. This Agreement may not be terminated, modified, or amended orally or by any course of conduct or usage of trade except by an agreement in writing duly executed by the Parties. Any waiver of a breach of any provisions of this Agreement is limited to the particular breach and should not be deemed to be a continuing waiver of the same breach and should not be deemed a waiver of any other provision of this Agreement. If any portion of this Agreement is determined to be unenforceable or invalid, the remainder of this Agreement remains binding and effective against all Parties and their respective successors and assigns. All representations, warranties, covenants, and agreements in or under this Agreement, and in any other documents executed or delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, survive the execution, delivery, and performance of this Agreement. Licensee agrees to execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by SecretAgent990 to carry out the purpose and intent of this Agreement.