Company Participation & Data Contribution Agreement

Agreement Version Date: September 1, 2026

This Company Participation and Data Contribution Agreement (this “Agreement”) is a binding agreement between Monson Group, LLC, having its business address at 732 Montgomery Hwy, Suite 303, Vestavia Hills, Alabama 35216, and the business entity identified by legal name and business address as the participating company in the applicable Agent Advocate registration and account records (“Company”). The individual electronically accepting this Agreement on Company’s behalf represents and warrants that the individual is authorized to bind Company. By such electronic acceptance, Company agrees to be bound by this Agreement.

Recitals

WHEREAS, Monson Group, LLC owns and operates Agent Advocate, a logistics-industry platform that provides benchmarking, market intelligence, recruiting insights, and qualified-introduction functionality for participating companies and industry professionals;

WHEREAS, Company desires to participate in Agent Advocate by submitting or making available information regarding its business, agent program, compensation structure, operational capabilities, technology offerings, recruiting initiatives, performance metrics, and related business information; and

WHEREAS, the parties desire for this Agreement to govern Company’s participation in Agent Advocate, including Company’s submission of Company Data, Agent Advocate’s permitted use of Company Data, benchmarking and reporting rights, confidentiality, ownership, privacy, retention, platform governance, and related risk-allocation terms.

NOW, THEREFORE, in consideration of the mutual promises and obligations outlined in this Agreement, the parties agree as follows:

1. Definitions

“Agent Advocate” means Monson Group, LLC, acting through or in connection with the Agent Advocate platform, business, services, and related operations.

“Aggregated Data” means data or information that has been combined with data or information from other sources or participants and presented in a manner that does not identify Company, any individual agent, any customer, any shipper, or any other identifiable data source.

“Benchmarking Reports” means reports, comparisons, benchmarks, summaries, market-level analyses, trend analyses, and related materials generated by or through the Platform using Company Data, data from other participating companies, information from Industry Professionals, public information, third-party information, Aggregated Data, De-Identified Data, or other available information.

"Change of Control" means, with respect to a party, a merger, consolidation, or reorganization of that party in which the holders of that party's outstanding voting equity immediately before the transaction hold fifty percent (50%) or less of the outstanding voting equity of the surviving or resulting entity immediately after the transaction, the direct or indirect acquisition by any person or group of persons acting together of beneficial ownership of more than fifty percent (50%) of that party's outstanding voting equity, or the sale, lease, exclusive license, or other transfer of all or substantially all of that party's assets or, with respect to Agent Advocate, all or substantially all of the Platform.

“Company Data” means all data, information, materials, documents, and records submitted, uploaded, disclosed, approved, or otherwise made available by or on behalf of Company to or through the Platform, including information regarding Company’s business, agent program, compensation structure, operational capabilities, technology offerings, recruiting initiatives, performance metrics, revenue, gross margin, agent counts, load counts, active customer counts, geographic coverage, tenure, recruiting activity, retention, production levels, operational performance, program features, and related business information.

“De-Identified Data” means data or information that has been modified to remove, obscure, or otherwise prevent identification of Company, any individual agent, any customer, any shipper, or any other identifiable data source, and that is not reasonably capable of being used to identify such person or entity through commercially reasonable efforts.

“Effective Date” means the date and time Company electronically accepts this Agreement through the Platform, as reflected in Agent Advocate’s electronic acceptance records.

“Industry Professional” means an individual or business participant in the logistics industry, including an independent contractor, agent, candidate, recruiter, consultant, or other professional who uses or interacts with the Platform to evaluate opportunities, participate in surveys, provide information, receive insights, or be considered for potential introductions to participating companies.

“Industry Professional Survey Data” means non-identifiable information voluntarily provided by Industry Professionals through surveys, questionnaires, interviews, platform workflows, or similar data-collection activities, including information regarding years of industry experience, years as an independent agent, number of prior companies worked for, office size, work environment, business preferences, and similar career or business-related information. Industry Professional Survey Data does not include name, email address, telephone number, street address, city, or other information intended to identify a specific individual.

“Platform” means the Agent Advocate platform and all related websites, software, databases, interfaces, tools, workflows, features, reports, analytics, benchmarking functions, recruiting insight functions, market intelligence functions, documentation, and services made available by or on behalf of Agent Advocate.

“Platform Outputs” means all outputs, results, reports, analytics, scores, comparisons, models, insights, recommendations, market intelligence, trend analyses, Benchmarking Reports, Aggregated Data, De-Identified Data, and other materials generated by or through the Platform using Company Data, Industry Professional Survey Data, public information, third-party information, or other available information, excluding Company Data in the form submitted by Company.

“Qualified Introduction” means an introduction, referral, disclosure, match, or other connection between Company and an Industry Professional that Agent Advocate determines, in its reasonable discretion, may represent a legitimate potential fit based on information available through or in connection with the Platform.

“Sensitive Personal Information” means Social Security numbers, driver's license numbers, passport numbers, financial account information, payment card information, medical or health information, biometric information, precise geolocation, background-check information, consumer reports, and other similarly sensitive categories of personal information.

2. Company Participation

Company may participate in the Platform by submitting Company Data. Company’s participation is subject to this Agreement, Agent Advocate’s platform standards, and Agent Advocate’s right to review, verify, accept, reject, suspend, or remove Company Data as provided in this Agreement.

Subject to this Agreement, Company authorizes Agent Advocate to use Company Data for the purposes described in Section 7. Company's participation is subject to the disclaimers set forth in Section 15.

3. Confidential Information

“Confidential Information” means all non-public information disclosed or made available by or on behalf of a party to the other party, whether before or after the Effective Date, and whether disclosed orally, visually, electronically, in writing, through the Platform, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Company’s Confidential Information includes Company Data, raw data submitted by Company, compensation structures, agent agreements, operational procedures, financial information, revenue, gross margin, load counts, retention metrics, tenure information, recruiting information, customer or shipper information, technology information, business plans, internal reports, proprietary materials, and other non-public program or performance information. Agent Advocate’s Confidential Information includes the Platform, non-public Platform functionality, benchmarking methodologies, scoring methodologies, evaluation frameworks, comparative models, analytics, algorithms, reports, market intelligence, Platform Outputs, business plans, pricing, technical information, and proprietary processes.

Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving party without restriction before receipt from the disclosing party; (c) is lawfully received from a third party without restriction and without breach of any obligation owed to the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Use and Disclosure Restrictions. The receiving party shall use the disclosing party’s Confidential Information only as necessary to perform under this Agreement or as otherwise expressly permitted by this Agreement. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party except to its employees, contractors, professional advisors, and representatives who have a legitimate need to know the information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those outlined in this Agreement. The receiving party shall be responsible for any breach of this Section by its representatives.

Standard of Care. The receiving party shall protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than commercially reasonable care.

Compelled Disclosure. If the receiving party is required by law, subpoena, court order, or governmental authority to disclose Confidential Information, the receiving party shall, to the extent legally permitted, provide prompt written notice to the disclosing party and reasonably cooperate with the disclosing party’s efforts to seek confidential treatment or other protective relief. The receiving party shall disclose only the portion of Confidential Information legally required to be disclosed.

Return or Destruction. Upon termination of this Agreement, or upon the disclosing party’s written request after termination, the receiving party shall return or destroy the disclosing party’s Confidential Information, except that the receiving party may retain copies as required by law, legal process, bona fide recordkeeping policies, backup systems, audit requirements, dispute resolution, or compliance obligations. Agent Advocate's retention rights are governed by Section 11.

Equitable Relief. The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The disclosing party may seek injunctive or other equitable relief for any actual or threatened breach of this Section, without limiting any other rights or remedies available under this Agreement or applicable law.

Survival. The obligations in this Section shall survive termination or expiration of this Agreement for five years; provided that trade secrets shall remain protected for so long as they remain trade secrets under applicable law, and Company Data or other Confidential Information retained by Agent Advocate under this Agreement shall remain subject to the use and disclosure restrictions in this Section for so long as Agent Advocate retains such information.

4. Company Program Information

Company program information will initially be presented under anonymized labels and may be compared against information from other participating companies in accordance with this Agreement.

Agent Advocate will not disclose Company’s identifiable Company Data, Company profile, agent agreements, compensation plans, proprietary program materials, raw financial data, customer or shipper information, or raw performance metrics to any other participating company. For clarity, participating companies will not have access to another participating company's information described in the preceding sentence.

Agent Advocate may disclose Company’s identity and selected program information to an Industry Professional only after Agent Advocate determines, in its reasonable discretion, that the Industry Professional may represent a Qualified Introduction or otherwise present a legitimate potential fit for Company. Any such disclosure shall be limited to information reasonably relevant to evaluating the potential fit or Qualified Introduction. Agent Advocate will not disclose Company’s underlying agreements, raw financial data, customer or shipper information, raw performance metrics, or proprietary operating materials to an Industry Professional without Company’s separate authorization.

5. Authority to Contribute Data

Company represents and warrants that it has, and shall obtain and maintain, all rights, consents, notices, permissions, approvals, and authority necessary to submit Company Data to Agent Advocate and to grant Agent Advocate the rights, licenses, and authorizations outlined in this Agreement, including to collect, use, host, analyze, combine, aggregate, de-identify, benchmark, model, retain, and otherwise process Company Data as permitted under this Agreement. Company further represents and warrants that the submission, disclosure, and authorized use of Company Data under this Agreement do not and will not violate any applicable law, contract, confidentiality obligation, privacy obligation, intellectual property right, proprietary right, or other third-party right. Company is solely responsible for ensuring that all Company Data and other information submitted or made available to Agent Advocate may legally be disclosed to and used by Agent Advocate for the purposes described in this Agreement.

6. Operational and Performance Data

Company may provide operational, recruiting, program, and performance data relevant to its participation in the Platform. The submission of personal information is governed by Section 18.

7. Benchmarking Authorization

Company grants Agent Advocate a non-exclusive, worldwide, royalty-free, sublicensable license to collect, access, host, use, reproduce, analyze, combine, aggregate, de-identify, model, benchmark, display, distribute, and otherwise process Company Data for the purpose of operating, providing, improving, and commercializing the Platform, Benchmarking Reports, market intelligence, recruiting insights, Qualified Introductions, Platform analytics, educational content, research, and related services.

Agent Advocate may also collect, use, analyze, aggregate, de-identify, benchmark, model, commercialize, and otherwise process Industry Professional Survey Data to create Benchmarking Reports, market intelligence, comparative insights, Platform Outputs, recruiting insights, educational content, research, and related services, provided that externally distributed outputs do not identify any Industry Professional.

8. Aggregated and De-Identified Data

Agent Advocate may create, use, retain, commercialize, publish, display, distribute Platform Outputs and other materials derived from Company Data, provided that such materials do not identify Company, any Industry Professional, any individual agent, any customer, any shipper, or any other identifiable data source.

For any externally published or externally distributed benchmark, report, comparison, or market-level analysis, Agent Advocate shall use aggregation and de-identification controls reasonably designed to prevent identification of any participating company or other data source. Unless Company otherwise approves in writing, an externally published or externally distributed benchmark shall not include a reported benchmark category unless at least five (5) participating companies have contributed data to the relevant benchmark category and no single contributor represents more than twenty-five percent (25%) of the reported metric.

For externally published or externally distributed insights based primarily on Industry Professional Survey Data, Agent Advocate shall use aggregation and de-identification controls reasonably designed to prevent identification of any individual Industry Professional. Agent Advocate shall not externally publish or distribute Industry Professional Survey Data in a manner that identifies, or is reasonably likely to identify, any specific individual.

The foregoing minimum participation and contributor-concentration requirements shall not apply to non-public internal analyses, Company-specific analyses, verification activities, platform operations, or one-to-one evaluations provided to Company regarding Company’s own information, provided that Agent Advocate continues to protect other participants’ identifiable information in accordance with this Agreement.

Company shall not attempt to identify, re-identify, reverse engineer, or infer the identity of any company, Industry Professional, agent, customer, shipper, or other data source from any Platform Output or other information made available through the Platform.

9. Data Ownership

As between the parties, Company retains all right, title, and interest in and to Company Data in the form submitted by Company, including Company’s underlying raw data, Confidential Information, and proprietary materials.

Agent Advocate owns all right, title, and interest in and to the Platform, Platform Outputs, benchmarking methodologies, comparison methodology, evaluation framework, scoring criteria, weighting, ranking logic, matching logic, market intelligence, analytics, comparative models, algorithms, know-how, templates, formats, and derivative works, excluding Company Data in the form submitted by Company.

Company acknowledges that Agent Advocate’s comparison methodology, evaluation framework, scoring criteria, weighting, ranking logic, matching logic, verification process, benchmarking structure, and related models, algorithms, criteria, and know-how are proprietary to Agent Advocate and constitute Agent Advocate Confidential Information. Company shall not copy, scrape, extract, resell, publish, reverse engineer, derive, replicate, manipulate, circumvent, or otherwise use any Platform Output, Benchmarking Report, methodology, comparison, framework, criteria, weighting, logic, model, algorithm, know-how, or market intelligence to (a) develop or support a competing product or service, or (b) influence Platform rankings, scores, comparisons, matches, recommendations, or Qualified Introductions.

10. Accuracy; Verification; Profile Updates

Company is solely responsible for the accuracy, completeness, lawfulness, timeliness, and appropriateness of Company Data and any other information Company submits, uploads, discloses, approves, or authorizes for use in the Platform. Agent Advocate may reasonably rely on Company Data and other information submitted or authorized by Company and has no obligation to independently verify such information except as Agent Advocate may elect in its discretion.

Company shall ensure that all Company Data and Company-facing profile information submitted, approved, or authorized by Company accurately reflects the then-current terms of Company’s agent program, compensation structure, operational policies, fees, requirements, restrictions, and supporting documentation, including any applicable agent agreement, compensation plan, program guide, policy document, or similar materials. Company shall not submit, approve, or authorize profile information that is inconsistent with Company’s supporting documentation or actual program terms, including with respect to escrow requirements, fees, compensation splits, deductions, technology requirements, exclusivity terms, operational obligations, or other material agent-program terms.

Company shall promptly update or correct Company Data and other submitted information if Company becomes aware that such information is inaccurate, incomplete, outdated, misleading, unlawful, unauthorized, or no longer appropriate for use in the Platform. Company shall also promptly notify Agent Advocate of material changes affecting Company’s compensation structures, program features, fees, technology offerings, operational policies, recruiting initiatives, performance metrics, or other information relevant to Platform comparisons, benchmarking, market intelligence, recruiting insights, or Qualified Introductions.

Agent Advocate may request, review, and use supporting documentation reasonably necessary to verify Company Data, Company profiles, program claims, benchmarking submissions, recruiting representations, Platform comparisons, and other information submitted or authorized by Company for use in the Platform. Company shall reasonably cooperate with Agent Advocate’s verification requests and provide complete and accurate supporting information within a reasonable time after the request.

Supporting documentation provided by Company shall remain Company Confidential Information and shall be used by Agent Advocate only for verification, platform integrity, benchmarking accuracy, dispute resolution, legal compliance, or as otherwise expressly permitted by this Agreement. Agent Advocate shall not disclose supporting documentation to other participating companies or Industry Professionals except as expressly authorized by Company or as otherwise permitted under this Agreement.

Agent Advocate may verify Company Data and other submitted information using supporting documentation, independent sources, public information, industry research, agent feedback, third-party information, and other information reasonably available to Agent Advocate. If Agent Advocate identifies a material discrepancy, inconsistency, or verification concern, Agent Advocate may request clarification from Company and may withhold, delay, reject, suspend, qualify, correct, remove, or decline to use the affected information, Company profile, profile update, program representation, comparison, score, match criterion, Benchmarking Report input, or other Platform-facing use of Company Data until the matter is resolved to Agent Advocate’s reasonable satisfaction.

Where reasonably practicable, Agent Advocate will provide Company a reasonable opportunity to respond or provide clarification before materially modifying Company-facing information in the Platform. Agent Advocate is not required to publish or update any Company profile or program information that Agent Advocate reasonably believes is inaccurate, incomplete, unsupported, inconsistent with supporting documentation, or likely to compromise the integrity, reliability, or lawful operation of the Platform.

11. Data Retention

During the term of this Agreement, Agent Advocate may retain Company Data for so long as reasonably necessary to provide, operate, maintain, protect, verify, and improve the Platform, including for benchmarking, market intelligence, recruiting insights, Qualified Introductions, historical analysis, platform integrity, legal compliance, and dispute resolution.

Following termination or expiration of this Agreement, Agent Advocate may retain Company-specific raw data for up to twenty-four (24) months for audit, legal compliance, dispute resolution, benchmarking continuity, historical analysis, platform operations, and other legitimate business purposes consistent with this Agreement. After that period, Agent Advocate may delete, aggregate, or de-identify Company-specific raw data in accordance with its then-current retention practices, unless continued retention is required or permitted by law, legal process, dispute preservation obligations, backup systems, or compliance requirements.

Upon Company’s written request following termination, Agent Advocate will use commercially reasonable efforts to delete or de-identify Company-specific raw data, subject to Agent Advocate’s rights to retain information as permitted by this Agreement, including for legal compliance, dispute resolution, audit purposes, backup systems, benchmarking continuity, historical analysis, platform integrity, and legitimate business purposes.

Agent Advocate may retain and continue to use Aggregated Data, De-Identified Data, historical benchmark contributions, Benchmarking Reports, Platform Outputs, analytics, market intelligence, comparative models, and other materials created or used in accordance with this Agreement indefinitely. Termination or expiration of this Agreement shall not require Agent Advocate to delete, return, cease using, or unwind any such materials, except to the extent expressly required by applicable law.

12. Platform Governance

Agent Advocate may suspend, restrict, condition, or terminate Company’s participation in the Platform, or suspend, remove, qualify, reject, delay, aggregate, de-identify, or modify any Company Data, Benchmarking Report, Platform Output, comparison, or related material, if Agent Advocate reasonably determines that Company has violated this Agreement (including Company's obligations under Section 10), created confidentiality, privacy, antitrust, regulatory, reputational, or other legal or business risk, or acted in a manner that may compromise the integrity, reliability, security, or lawful operation of the Platform. Agent Advocate may also take the actions described in this Section as Agent Advocate reasonably determines necessary or appropriate to reduce antitrust, confidentiality, privacy, competitive-sensitivity, re-identification, or other legal or business risk, whether or not that risk results from any act or omission of Company.

Agent Advocate retains sole discretion and editorial independence over the design, operation, presentation, comparison, ranking, scoring, weighting, matching, recommendation, and display of Company profiles, Platform Outputs, recruiting insights, Qualified Introductions, and related Platform functionality. Company shall have no right to control, influence, approve, sponsor, purchase, or otherwise affect how Company or any other participant is presented, compared, ranked, scored, weighted, matched, or recommended through the Platform. Agent Advocate’s comparisons, rankings, scores, matches, recommendations, and Qualified Introductions may be based on Agent Advocate’s proprietary methodology, evaluation framework, scoring criteria, weighting, available data, verification status, Platform standards, and priorities or preferences selected by Industry Professionals or other users, as determined by Agent Advocate in its sole discretion.

13. Competition Compliance

Company shall not use the Platform, Benchmarking Reports, Platform Outputs, Qualified Introductions, or any information obtained through Agent Advocate to coordinate, facilitate, or attempt to coordinate pricing, compensation, hiring, recruiting restrictions, no-poach arrangements, customer allocation, market allocation, output, margins, fees, or any other competitively sensitive or unlawful conduct. Agent Advocate may take appropriate action under Section 12 to address actual or potential competition-law risk.

14. Data Security and Breach Notification

Each party shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the other party’s Confidential Information from unauthorized access, acquisition, use, disclosure, alteration, or destruction. Each party shall use commercially reasonable efforts to limit access to the other party’s Confidential Information to personnel and representatives with a legitimate need to know such information for purposes permitted under this Agreement.

A party shall notify the other party without undue delay, and in any event within seventy-two (72) hours after confirming a security incident that materially compromises the confidentiality, integrity, or availability of the other party’s Confidential Information. The notice shall include, to the extent known at the time, a reasonable description of the incident, the categories of information affected, the steps taken or planned to investigate and mitigate the incident, and a point of contact for follow-up communications. The affected party shall reasonably cooperate with the other party in investigating, mitigating, and responding to the incident, provided that no notice, cooperation, or communication under this Section shall be deemed an admission of fault, liability, or legal responsibility.

15. Disclaimer of Warranties

THE PLATFORM, BENCHMARKING REPORTS, MARKET INTELLIGENCE, COMPARISONS, ANALYTICS, SCORES, RECRUITING INSIGHTS, QUALIFIED INTRODUCTIONS, PLATFORM OUTPUTS, AND ALL RELATED SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT ADVOCATE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

AGENT ADVOCATE DOES NOT WARRANT THAT THE PLATFORM OR ANY PLATFORM OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, CURRENT, COMPLETE, ACCURATE, SECURE, OR FREE FROM DEFECTS, OR THAT ANY BENCHMARK, COMPARISON, SCORE, REPORT, MARKET INSIGHT, RECRUITING INSIGHT, QUALIFIED INTRODUCTION, OR OTHER PLATFORM OUTPUT WILL ACHIEVE ANY PARTICULAR BUSINESS, RECRUITING, HIRING, RETENTION, REVENUE, MARGIN, OPERATIONAL, OR FINANCIAL RESULT.

COMPANY ACKNOWLEDGES THAT PLATFORM OUTPUTS ARE BASED IN WHOLE OR IN PART ON INFORMATION SUBMITTED BY COMPANY, OTHER PARTICIPATING COMPANIES, INDUSTRY PROFESSIONALS, THIRD PARTIES, PUBLIC SOURCES, AND OTHER AVAILABLE DATA SOURCES. AGENT ADVOCATE IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, LAWFULNESS, OR TIMELINESS OF INFORMATION SUBMITTED OR MADE AVAILABLE BY COMPANY, OTHER PARTICIPANTS, INDUSTRY PROFESSIONALS, OR THIRD PARTIES.

COMPANY REMAINS SOLELY RESPONSIBLE FOR EVALUATING AND INDEPENDENTLY VERIFYING ANY PLATFORM OUTPUT BEFORE RELYING ON IT AND FOR ALL BUSINESS, RECRUITING, HIRING, COMPENSATION, OPERATIONAL, FINANCIAL, AND LEGAL DECISIONS MADE BY COMPANY. PLATFORM OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, TAX, EMPLOYMENT, COMPENSATION, RECRUITING, OR OTHER PROFESSIONAL ADVICE.

16. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable to the other party for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, or for any lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of anticipated savings, business interruption, or loss of data, whether arising in contract, tort, statute, or otherwise, even if the party has been advised of the possibility of such damages.

Except for the Excluded Claims, Agent Advocate’s total aggregate liability arising out of or relating to this Agreement, the Platform, Company’s participation in the Platform, Benchmarking Reports, market intelligence, recruiting insights, Qualified Introductions, Platform Outputs, or any related services shall not exceed the greater of ten thousand dollars ($10,000) or the amounts paid by Company to Agent Advocate under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

For purposes of this Section, “Excluded Claims” means Company’s payment obligations, Company’s indemnification obligations, Company’s breach of the restrictions on use or re-identification, Company’s misuse of Agent Advocate’s intellectual property, Platform Outputs, Benchmarking Reports, Aggregated Data, or De-Identified Data, either party’s breach of confidentiality obligations, either party’s violation of the other party’s intellectual property rights, and either party’s fraud, willful misconduct, or gross negligence.

The parties acknowledge that Agent Advocate’s fees and willingness to make the Platform available reflect the allocation of risk outlined in this Agreement, including the exclusions of damages and limitations of liability in this Section. These limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.

17. Indemnification

Company shall defend, indemnify, and hold harmless Agent Advocate and its owners, officers, employees, contractors, representatives, successors, and assigns from and against claims, damages, liabilities, losses, costs, and expenses arising out of or relating to Company Data, Company’s breach of this Agreement, inaccurate or misleading submissions, unauthorized disclosure, lack of required rights, notices, permissions, or consents, Company’s violation of privacy, confidentiality, intellectual property, employment, recruiting, compensation, or other applicable laws, Company’s use of Platform Outputs, Company’s employment or recruiting decisions, or Company’s violation of law or third-party rights. Agent Advocate shall defend, indemnify, and hold harmless Company from and against third-party claims, damages, liabilities, losses, costs, and expenses finally awarded or agreed in settlement to the extent arising out of a third-party claim that the Platform, as provided by Agent Advocate and used by Company in accordance with this Agreement, infringes or misappropriates such third party’s United States intellectual property rights, except to the extent the claim arises from Company Data, Company’s breach of this Agreement, Company’s instructions, Company’s unauthorized use of the Platform, or Company’s combination of the Platform with materials not provided by Agent Advocate.

18. Privacy; Industry Professional Survey Data; No Sensitive Personal Information

Company shall not submit personal information unless necessary for the Platform and legally authorized to do so. Company shall not submit, and Agent Advocate does not request or intend to collect, Sensitive Personal Information. Agent Advocate may reject, delete, de-identify, or return unnecessary personal information or Sensitive Personal Information. Agent Advocate’s collection of information directly from Industry Professionals will be governed by its applicable Terms of Use and Privacy Policy.

Agent Advocate may collect Industry Professional Survey Data directly from Industry Professionals on a voluntary basis. Agent Advocate does not intend to request, and Industry Professionals should not be asked through the Platform to provide, identifying information such as name, email address, telephone number, street address, city, or similar information as part of anonymized survey responses. Agent Advocate may use Industry Professional Survey Data to create Platform Outputs, comparative insights, and recruiting-related analysis, provided that such outputs do not identify any specific Industry Professional.

Company will not receive identifiable Industry Professional survey responses through Benchmarking Reports or Platform Outputs. Agent Advocate may disclose information regarding an Industry Professional to Company only in connection with a Qualified Introduction, with the Industry Professional’s authorization, or as otherwise permitted under Agent Advocate’s applicable Terms of Use and Privacy Policy.

19. Feedback License

Company grants Agent Advocate a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, commercialize, and otherwise exploit any suggestions, ideas, enhancement requests, recommendations, or feedback regarding the Platform without restriction or compensation, provided Agent Advocate does not identify Company as the source without consent.

20. Governing Law and Dispute Resolution

This Agreement and any dispute arising out of or relating to it shall be governed by the laws of the State of Alabama, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Jefferson County, Alabama for any dispute arising out of or relating to this Agreement, and each party waives any objection to personal jurisdiction or venue in those courts, including any objection based on inconvenient forum.

21. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice. Agent Advocate may suspend or terminate Company's participation in the Platform immediately upon written notice under the circumstances described in Section 12. Termination ends Company’s right to future participation and access but does not affect Agent Advocate’s rights under Sections 7, 8, 9, and 11.

22. Miscellaneous

22.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, proposals, and agreements, whether written or oral, relating to such subject matter.

No amendment or modification of this Agreement shall be effective unless set forth in writing and agreed to by authorized representatives of both parties, including through an electronic acceptance process that identifies the accepting party and the version accepted. Agent Advocate may require Company to affirmatively accept an amended version of this Agreement as a condition of continued participation in the Platform. No amended version shall bind Company solely because it is posted to the Platform. Any waiver is governed by Section 22.3.

In the event of conflict between this Agreement and any platform webpage, marketing material, report, proposal, or informal communication, this Agreement controls with respect to Company Data, confidentiality, ownership, data use, and benchmarking rights.

22.2 Severability

If any provision of this Agreement is determined by a court, arbitrator, or other competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that any invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

22.3 No Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision, and no waiver of any breach shall be deemed a waiver of any subsequent breach. Any waiver must be in writing and signed by the party granting such waiver.

22.4 Notices

Notices under this Agreement must be in writing and delivered to the applicable party at the following address or email address, or at another address or email address designated by written notice: (a) if to Agent Advocate, Monson Group, LLC, 732 Montgomery Hwy, Suite 303, Vestavia Hills, Alabama 35216, Attention: Steve Monson, email: Steve@TheMonsonGroup.com; and (b) if to Company, the notice address or email address identified in Company’s registration, onboarding, or account records.

Notices may be delivered by personal delivery, certified U.S. mail, nationally recognized overnight courier, or email with confirmation of transmission or receipt. Notices are deemed received upon delivery, one (1) business day after deposit with an overnight courier, three (3) business days after deposit in the U.S. mail, or upon confirmation of transmission or receipt if sent by email. A party may update its notice information by notice to the other party.

22.5 Electronic Acceptance and Signatures

The parties agree to conduct the transactions contemplated by this Agreement by electronic means. Company’s affirmative electronic acceptance of this Agreement through the Platform, including by selecting the applicable acceptance checkbox and clicking the associated acceptance or registration button, constitutes Company’s electronic signature and has the same legal effect as a handwritten signature. The individual accepting this Agreement on Company’s behalf represents and warrants that the individual has reviewed this Agreement, is authorized to bind Company, and has provided accurate identifying and account information. No separate handwritten signature or third-party electronic-signature service is required. Electronic records and communications satisfy any requirement under this Agreement that a record or communication be in writing, except where this Agreement expressly requires a different method.

22.6 Electronic Records

Agent Advocate may create and retain electronic records relating to Company’s acceptance of this Agreement, including the specific version accepted and information reasonably used to attribute the acceptance to Company and the individual acting on Company’s behalf. The version of this Agreement identified in the applicable acceptance record shall be the version governing the parties as of the Effective Date. Company agrees that such records may be used, to the extent permitted by applicable law, to evidence the fact, time, manner, and terms of acceptance. Agent Advocate will provide or make an electronic copy of the accepted version available to Company through the Platform, by email, or upon request.

22.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency relationship, fiduciary relationship, employment relationship, or other similar relationship between the parties.

Neither party shall have the authority to bind or obligate the other party in any manner.

22.8 Assignment

Company may not assign this Agreement without Agent Advocate's prior written consent, and a Change of Control of Company shall be treated as an assignment by Company requiring Agent Advocate's prior written consent under this Section, provided that Agent Advocate shall not unreasonably withhold, condition, or delay such consent. Agent Advocate may assign this Agreement without Company's consent in connection with a merger, acquisition, reorganization, sale of equity or assets, financing, corporate transaction, Change of Control, or transfer of the Platform, provided that the assignee or successor assumes Agent Advocate's obligations under this Agreement. Agent Advocate will provide notice of a Change of Control in a commercially reasonable manner. Company may discontinue future participation following notice of such assignment or Change of Control.

22.9 Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under this Agreement, other than payment obligations, to the extent such delay or failure is caused by events beyond the affected party’s reasonable control, including acts of God, natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, labor disputes, embargoes, government actions, changes in law, utility failures, telecommunications or internet outages, failures of third-party hosting providers or service providers, and cybersecurity incidents not caused by the affected party’s failure to maintain commercially reasonable safeguards.

The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the effects of the event and resume performance. If the event continues for more than thirty (30) consecutive days and materially prevents a party from receiving the benefit of this Agreement, either party may terminate the affected services or this Agreement upon written notice.

22.10 Survival

Any provision of this Agreement that by its nature should survive expiration or termination shall survive, including the parties’ rights and obligations relating to confidentiality, data ownership, Company’s license and authorization to Agent Advocate for permitted use of Company Data, Aggregated Data, De-Identified Data, historical benchmark contributions, Benchmarking Reports, Platform Outputs, intellectual property, feedback, restrictions on use, restrictions on re-identification, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, payment obligations, and any rights or remedies that accrued before expiration or termination.

22.11 Interpretation

The headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement shall be interpreted according to its plain meaning and shall not be construed for or against either party based on which party drafted or supplied any provision. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” References to “or” are not exclusive unless the context requires otherwise. References to the singular include the plural, and references to the plural include the singular, as the context requires.

22.12 Relationship to Recruiting Agreements

This Agreement governs Company’s participation in Agent Advocate, including data contribution, benchmarking, market intelligence, platform comparisons, confidentiality, and related Platform services. Any recruiting, candidate placement, contractor placement, executive search, consulting, success fee, placement fee, or other fee-based service provided by Monson Group, LLC, The Monson Group, or any affiliated or related recruiting business is governed by a separate written agreement.

22.13 Use of Platform Outputs

Company may use Benchmarking Reports and Platform Outputs solely for Company’s internal business evaluation, recruiting program assessment, market comparison, and participation in the Platform, and may not disclose such materials externally except with Agent Advocate’s prior written consent. Company may not publish, resell, distribute, disclose, or rely on Platform Outputs as the sole basis for employment, compensation, hiring, termination, or legal compliance decisions.

22.14 Residual Inference Risk

Company acknowledges that recipients may draw independent inferences from lawful external information notwithstanding Agent Advocate’s compliance with the aggregation and de-identification requirements of Section 8.