The dataset (“Data”) that you are licensing is created and owned by ALLIANT COOPERATIVE DATA SOLUTIONS, LLC. (“Licensor”). Your use of the Data is governed by this Data License (“License” or “Agreement”), which constitutes a binding legal agreement between you (“Licensee”) and Licensor.

EACH TIME YOU USE THE DATA, YOU ARE ACCEPTING THIS LICENSE. IF YOU DO NOT AGREE TO THE LICENSE, LICENSOR IS UNWILLING TO GRANT YOU THE RIGHT TO USE THE DATA, AND YOU MAY NOT USE OR MUST CEASE USE OF THE DATA IMMEDIATELY. YOU ACCEPT THE LICENSE BY (1) SIGNING THIS LICENSE; (2) CLICKING TO AGREE OR ACCEPT THIS LICENSE, AND/OR (3) ACTUALLY YOU USE THE DATA. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE LICENSE; (II) YOU HAVE READ AND UNDERSTAND THE LICENSE; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THE LICENSE. IF YOU DON’T HAVE THE LEGAL AUTHORITY TO BIND, PLEASE DO NOT (1) CLICK OR SIGN THIS AGREEMENT; OR (2) USE THE DATA.

THIS IS A 1-YEAR LICENSE (THE “Term”). YOU MUST STOP ALL USE AND DELETE THE DATA AFTER 1 YEAR.

1. License.

(a) License Grant. Subject to and conditioned on Licensee’s payment of fees and compliance with all the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, revocable, and non-transferable license during the Term to use the Data for the following “Permitted Uses”: (i) internal business or internal research purposes; (ii) enhancement of the Licensee’s data; (iii) targeted marketing and/or (iv) applications, and analyses based on the Data, as mutually agreed by the parties in writing and so long as (A) the Data is not disclosed to third parties and (B) such uses are not competitive with the Data.

(b) Use Restrictions. Licensee shall only use the Data for the Permitted Uses. Licensee shall not at any time, directly or indirectly: (i) sell, sublicense, assign, distribute, publish, transfer, disclose or otherwise make available the Data in its current form or substantially similar form to any third party, (ii) permit users of any product or service that incorporates the Data to download or disclose the Data, (iii) use the Data to create or host any commercially available mailing list or database, (iv) use the Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, (v) use the Data to attempt to identify behavior of a known individual for any reason.

(c) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party, any intellectual property rights or other right, title, or interest in or to the Data. Without limiting the foregoing, Licensee shall not acquire any proprietary rights to or in the Data.

(d) Neither party shall use the other parties name, trademark or issue a press release, publish marketing materials, or make any public statement regarding this Agreement and/or the relationship of the parties, without the prior written approval of the other party which shall not be unreasonably withheld.

2. Fees and Delivery.

(a) Fees. Fees paid by Licensee for this License will be mutually agreed by the parties in a signed written agreement (the “Fees”). Licensee is responsible for the timely payment of the Fees. If Licensee fails to make any payment when due, Licensee shall be responsible for payment of all costs of collection including reasonable attorney’s fees and interest in the rate of one percent per month. In addition to all other remedies that may be available: Licensor may prohibit access to the Data until all past due amounts have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Data.

(b) Taxes. Licensee is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on the Fees, other than any taxes imposed on Licensor’s income.

(c) Delivery. The Data will be delivered to Licensee by Licensor pursuant to specifications mutually agreed between the parties. Licensor shall have no liability as a result of a delay in delivery of the Data.

(d) Licensor may, upon fifteen (15) business days’ advance written notice to Licensee, audit Licensee’s compliance with its payment, reporting, use and legal obligations under this Agreement. Audits shall occur during regular business hours, for the sole purpose of verifying compliance and the amounts owed Licensor. Such audit shall be conducted by Licensor or a mutually-accepted, independent auditor retained by Licensor at its own expense and subject to a duty of confidentiality. Approval of such auditor may not be unreasonably withheld. The audit shall: (i) be subject to Licensee’s security and confidentiality requirements; (ii) be limited to complete books and records relating to the usage of Licensor Data Audiences and any payments due Licensor derived therefrom; and (iii) occur no more than once every calendar year. If such audit reveals an underpayment by Licensee of more than ten (10) percent (compared to the amount reported by Licensee),Licensee shall promptly reimburse Licensor for its costs and expenses of the audit in addition to payment of the underpaid amount. In the event an audit reveals any overpayment by Licensee, such overpayment shall be applied against the following month’s invoice. In lieu of such audit, Licensor may upon fifteen (15) business day’s written notice request and Licensee shall provide certified records demonstrating compliance with the terms of this Agreement including all revenue earned by Licensee through the use of the Licensor Data Audiences.

3. Data Security and Licensee Covenants.

(a) Data Security. Licensee shall use all steps necessary to safeguard and ensure the security of the Data and to protect the Data from unauthorized access, disclosure, duplication, use, modification, or loss in a manner that is at least consistent with industry standards.

(b) Licensee Representations and Covenants. Licensee represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and that Licensee’s use of the Data and performance of this Agreement shall not violate, conflict with, or result in a material default under any other agreement, including confidentiality agreements between Licensee and third parties. Licensee covenants to maintain, hold and process the Data in compliance with all applicable laws. Licensee covenants it shall not attempt to reverse engineer, decompile, or otherwise re-identify the Data by using any method, including, but not limited to, merging external data with Data provided by Licensor. Licensee agrees to not (i) circumvent security features.

(c) Licensee shall notify Licensor as soon as possible of any loss, unauthorized disclosure or access, or misuse of the Data (“Breach”). Notification shall detail the nature of the Breach, the information lost, disclosed, or accessed, how the Breach occurred, the identify of all customers or consumers actually or potentially affected, the status of any internal, regulatory, or law enforcement investigation, and any action taken to stop or limit the harm to Licensor and the affected customers or consumers. Licensee shall be solely responsible for any loss or damages resulting from the Breach.

(d) Licensee shall maintain all necessary documentation to show compliance with this Section 3. Upon reasonable notice, at Licensor’s request, but no more than once per year, Licensee shall submit its data processing facilities for audit, which will be carried out by an independent inspection company agreed upon by Licensor and Licensee at Licensor’s expense. Licensee shall fully co-operate with any such audit. In the event that any such audit reveals material gaps or weaknesses in Licensee’s security program, Licensor shall be entitled to suspend license of the Data until such issues are resolved to Licensor’s sole satisfaction. Licensee shall comply within a reasonable timeframe with any additional commercially reasonable requirements in relation to data integrity, handling or storage which Licensor may from time to time reasonably request.

4. Intellectual Property Ownership.

Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title and interest, including all intellectual property rights, in and to the Data. Licensee further acknowledges that: (a) the Data is an original compilation protected by United States copyright laws; (b) Licensor has dedicated substantial resources to collect, manage and compile the Data; and (c) the Data constitutes trade secrets of Licensor. If Licensee contests any of Licensor’s right, title, or interest in or to the Data, including without limitation, in a judicial proceeding anywhere throughout the world, (a) Licensor may terminate this Agreement without advance notice to Licensee or an opportunity for Licensee to cure and without further obligation or liability and (b) Licensee acknowledges and agrees that it will be in material breach under this Agreement.‌

5. Disclaimer of Warranties.

THE DATA IS PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.‌

6. Indemnification.

Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on Licensee’s: (i) negligence or willful misconduct; (ii) breach of representation or warranty hereunder or (iii) use of the Data in a manner not authorized by this Agreement, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement does not require any payment or action by Licensor and completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.‌

7. Limitations of Liability.

IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE TWLEVE MONTH PERIOD IMMEIDATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.‌

8. Term and Termination.

(a) Term. The term of the license set for in this Agreement begins on the date of execution of this Agreement, unless mutually agreed in a signed writing otherwise and, unless terminated earlier pursuant to any of the Agreement’s express provisions. Licensee and Licensor may agree to extend the Term by separate signed written agreement.

(b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement, Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee breaches any of its obligations under this Agreement.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also immediately and automatically terminate, and, without limiting Licensee’s obligations under Section 3, Licensee shall cease using and delete all copies of the Data. Within 10 days of Licensor’s request, Licensee shall certify in writing to the Licensor that all of the Data has been deleted. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.

(d) Survival. This Section 8(d) and Sections 3 (Data Security and Licensee Covenants), 4 (Intellectual Property Ownership), 5 (Disclaimer), 6 (Indemnification), 7 (Limitations of Liability), 9 (Miscellaneous), 10 (Test) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the termination of this Agreement.‌

9. Miscellaneous.‌

(a) Entire Agreement; Interpretation. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Nothing in this Agreement shall create any rights in any third party beneficiaries.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. The parties shall deliver Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section. Refusal to accept Notice shall be deemed receipt.

(c) Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, disease, epidemic, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver. Licensee’s rights and obligations under this License may be amended or modified from time to time and at any time pursuant to a signed writing between the parties. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of White Plains or Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. Licensor may assign this Agreement to a successor in connection with the merger, consolidation, or sale of all or substantially all of its equity, assets or that portion of its business to which this Agreement relates without the consent of Licensee. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(h) Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under Section 1 (Permitted Uses) or Section 3 (Data Security and Licensee Covenants) would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

10. Testing

(a) Licensee shall be permitted to download or otherwise receive the Data to evaluate, manipulate, analyze, or produce outputs under this Agreement for sole purpose of testing the Data to determine whether the parties wish to enter into this Agreement. Except as expressly stated in this section 10, all other terms of this Agreement apply to any test of the Data.

(b) Testing Term. The license rights for testing under this section 10 are limited in duration to a period starting from receipt of the Data and continuing for up to ninety (90) days unless extended, in writing, by mutual agreement of the parties. Notwithstanding the foregoing, Either Party may terminate this Agreement at any time during the test period by notifying the other Party in writing. Upon expiration or termination of this test, the license rights granted herein shall immediately terminate and Licensee shall immediately discontinue all use of the Data and take steps to remove or destroy all copies of the Data. Licensee shall not disclose, retain or use the Data after the expiration or termination of any test or the Agreement.

June 2022