Hedge Scout Subscription Agreement

This Subscription Agreement (the "Agreement") is entered into by and between Hedge Scout LLC ("Hedge Scout") and the subscriber ("Subscriber") who completes and submits the Subscription Form to subscribe to Hedge Scout's Research Products as defined herein.

1. Definitions

Affiliate — Any entity that controls, is controlled by, or is under common control with the Subscriber, where control means ownership of 50% or more of the shares, equity interest, or other voting securities.

Applicable Data Protection Laws — Any and all applicable laws, legal requirements, and self-regulatory guidelines (including those of any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure, or transfer (including cross-border) of personal information, including but not limited to the California Consumer Privacy Act (CCPA), the Federal Trade Commission Act (FTC Act), the Gramm-Leach-Bliley Act (GLBA), the General Data Protection Regulation 2016/679/EU (GDPR), and any applicable laws relating to breach notification or marketing in connection with personal information.

Confidential Information — Any and all information disclosed in any item of the Research Products, research reports, data products, electronic communications related thereto, and research data, but excludes the terms and provisions of this Agreement unless otherwise specified herein.

Derived Data — Any analytics, models, or statistical outputs created by the Subscriber or Licensed Users through the aggregation, analysis, or interpretation of the Research Products data for internal business purposes.

Fees — The amounts payable by the Subscriber to Hedge Scout for the Research Products, as set forth in this Agreement, including Subscription Fees and any applicable Taxes.

Initial Term — The initial one-year subscription term commencing upon completion and submission of the Subscription Form.

Intellectual Property Rights — All patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered, including applications, renewals, or extensions thereof, existing now or in the future worldwide.

Licensed User — An employee or officer of the Subscriber who is directly engaged in the Subscriber's internal business purposes, has been authorized to access the Research Products pursuant to a user license purchased by the Subscriber as specified in the applicable sales invoice, and has agreed in writing to be bound by the terms of this Agreement.

Merger Fee — Adjusted Fees for the Research Products based on changes in the Subscriber's business size or structure following a merger or acquisition, as determined by Hedge Scout.

New Subscriber Fee — The full amount charged by credit card or bank transfer upon completion of the Subscription Form on HedgeScout.com for the Initial Term.

Renewal Term — Each subsequent one-year subscription term following the Initial Term.

Research Products — The research reports, data products, profiles, and other proprietary information provided by Hedge Scout to the Subscriber under this Agreement.

Subscription Form — The form completed and submitted by the Subscriber to subscribe to Hedge Scout's Research Products.

Taxes — Any tax obligation or legal duty to collect sales taxes, use taxes, or other taxes imposed on Hedge Scout by any governmental tax authority in relation to amounts due or received under this Agreement, excluding income taxes.

Term — The Initial Term and any Renewal Terms of this Agreement.

Trial Period — A limited period during which the Subscriber may access the Research Products on a promotional, non-paid basis, as agreed in writing by Hedge Scout.

Warranty Period — The ninety (90) day period following delivery of the Research Products.

2. Research Products

Subject to the Subscriber's compliance with the terms of this Agreement, Hedge Scout grants to the Subscriber during the Term a limited, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to access and use the Research Products specified in the Subscription Form for the Subscriber's internal business purposes.

3. Qualified and/or Professional Investors Only

The Research Products are intended solely for use by accredited investors (as defined under Rule 501(a) of Regulation D of the U.S. Securities Act of 1933), professional clients (as defined under MiFID II in the EU), or qualified investors (as defined in the Subscriber's jurisdiction). By completing and submitting the Subscription Form, the Subscriber expressly represents, warrants, and covenants to Hedge Scout, as a material inducement upon which Hedge Scout relies in granting access to the Research Products, that:

(a) it meets the definition of an accredited investor, professional client, or qualified investor applicable to its jurisdiction, and such status is true, accurate, and complete as of the date of submission and throughout the Term;

(b) it has sufficient knowledge and experience in financial and investment matters to evaluate the merits and risks of using the Research Products;

(c) it will use the Research Products solely for its internal business purposes, including permitted disclosures as set forth in this Agreement; and

(d) it will promptly notify Hedge Scout in writing if it no longer satisfies the applicable investor qualification standard at any point during the Term.

The Subscriber acknowledges that Hedge Scout relies on these representations and warranties in granting access to the Research Products, and that any misrepresentation of investor qualification status shall constitute a material breach of this Agreement, entitling Hedge Scout to immediately terminate the Subscriber's access and pursue all remedies available under this Agreement and applicable law, including applicable securities laws. Hedge Scout reserves the right to request supporting documentation to verify the Subscriber's qualification status at any time during the Term.

4. Not Investment Advice

The Research Products are provided for informational purposes only and are provided as is without any guarantee of accuracy, reliability, or completeness. They do not constitute investment advice, counsel, or solicitation for investment. The Research Products do not form part of any offer for sale or subscription of securities.

5. Licensed Users, Derived Data, and Restrictions

The Subscriber shall ensure that the maximum number of Licensed Users authorized to access and use the Research Products does not exceed the number of user licenses purchased, as specified in the applicable sales invoice. A user license may be reassigned to another individual Licensed User by providing written notice to Hedge Scout, provided the previous Licensed User ceases all use of the Research Products and destroys or returns all copies in their possession. The Subscriber shall maintain a written, up-to-date list of current Licensed Users and provide such list to Hedge Scout within three (3) business days of Hedge Scout's written request.

Each Licensed User may download or print one copy of each Research Product solely for their personal reading purposes. Electronic copies may be stored on a Licensed User's local device or in a secure, organization-controlled cloud system accessible only by Licensed Users, provided appropriate security measures are implemented to prevent unauthorized access.

The Subscriber and Licensed Users may create Derived Data from the Research Products for internal business purposes only. Derived Data is subject to the following restrictions:

Derived Data may not be sold, licensed, transferred, or otherwise commercially exploited to any third party.
Derived Data may not be included in reports, presentations, marketing materials, data products, or any other content shared with, distributed to, or made accessible by external parties, including but not limited to clients, investors, prospective investors, or any party outside the Subscriber's organization.
Derived Data that incorporates, reflects, or is traceable to Hedge Scout's proprietary hedge fund launch data, fund profiles, or related Research Products content shall remain subject to the confidentiality obligations in Section 8, regardless of the form in which such data appears.
The Subscriber shall not use Derived Data as a substitute for, or functional equivalent of, the Research Products for any purpose that circumvents the Subscriber's obligation to maintain a paid subscription.

The Subscriber shall use the Research Products in compliance with all Applicable Data Protection Laws and other applicable laws and regulations. The Subscriber and Licensed Users shall not:

Modify, disassemble, reverse engineer, copy, adapt, duplicate, frame, mirror, republish, transmit, or distribute any portion of the Research Products in any form or media, except as permitted herein.
Access any part of the Research Products to build competing products or services.
Sell, resell, license, rent, lease, transfer, assign, display, disclose, or commercially exploit the Research Products.
Use or create software to automatically download, access, scrape, harvest, parse, or otherwise process Research Products or data therein.

The Subscriber shall implement appropriate security measures to protect Licensed User credentials and prevent unauthorized access to the Research Products. Any unauthorized access discovered by the Subscriber must be reported to Hedge Scout immediately. Any breach of this Section shall constitute a material breach of this Agreement.

6. Fees

The Subscriber shall pay Hedge Scout the Fees, including Subscription Fees for Research Products, plus any applicable Taxes. The annual Fees for the Initial Term shall be charged upon completion of the Subscription Form (the "New Subscriber Fee"). For each Renewal Term, Fees may increase by up to twenty percent (20%) year over year and will be charged automatically to the same payment method unless the Subscriber or Hedge Scout provides written notice of non-renewal at least thirty (30) days before expiration of the then-current Term. Hedge Scout shall notify the Subscriber of any fee increase at least sixty (60) days prior to the start of the Renewal Term. Overdue balances shall accrue interest at a rate equal to one percent (1%) per month or the maximum rate permitted by applicable law, whichever is lower.

7. Term and Termination

The Initial Term is one year commencing upon completion and submission of the Subscription Form. Upon expiration of the Initial Term, the Agreement automatically renews for successive one-year Renewal Terms unless either party provides written notice of non-renewal at least thirty (30) days prior to term expiration. Hedge Scout may terminate for convenience upon written notice, with a pro-rata refund of prepaid Fees. The Subscriber may terminate for convenience but remains obligated to pay all Fees for the then-current Term.

Upon termination or expiration of this Agreement, the Subscriber shall immediately cease all use of the Research Products, destroy all copies (electronic or printed) in its possession, and, upon request by Hedge Scout, provide written certification to Hedge Scout confirming compliance. Hedge Scout reserves the right to audit the Subscriber's systems to verify compliance with this obligation. The Subscriber may retain copies solely to comply with legal or regulatory requirements, provided such copies remain confidential per Section 8.

8. Proprietary and Confidential Information

All Research Products, electronic communications related thereto, and research data are proprietary to Hedge Scout and constitute Confidential Information. The Subscriber and Licensed Users shall maintain the confidentiality of all Confidential Information and shall not disclose, distribute, or provide access to any Research Products or Confidential Information except as expressly permitted in this Agreement.

The Subscriber may disclose Confidential Information to legal counsel or professional advisors for legal, tax, or financial advice, provided such advisors are bound by confidentiality obligations at least as stringent as those in this Agreement and are not considered Licensed Users. Any such disclosure shall be limited to the minimum necessary for the intended purpose.

Confidential Information does not include information that:

Is publicly known through lawful means (e.g., published by Hedge Scout in the public domain or obtained without breaching confidentiality obligations).
Was rightfully in the Subscriber's possession prior to disclosure without confidentiality obligations.
Was independently developed or acquired by the Subscriber without reference to the Research Products.

The Subscriber and Licensed Users shall not download or store Confidential Information on a company or shared cloud network accessible by non-Licensed Users. Any breach of this Section shall constitute a material breach of this Agreement.

9. Service Availability and Maintenance

Hedge Scout targets system availability of ninety-nine point nine percent (99.9%) measured monthly for the Research Products. Scheduled maintenance windows and emergency maintenance necessary to protect system integrity are excluded from uptime calculations. Hedge Scout is not responsible for any downtime or service interruptions beyond its control, provided it uses commercially reasonable efforts to minimize disruption and to notify the Subscriber in advance of planned maintenance where practicable.

10. Third-Party Services and Export Controls

The Research Products may integrate with or enable access to third-party services, platforms, or content. The Subscriber acknowledges that such third-party services are subject to separate terms between the Subscriber and the third-party provider, and Hedge Scout shall not be liable for any issues, errors, or interruptions arising from such third-party services.

The Subscriber shall not export, directly or indirectly, any Research Products or related data to any country in violation of applicable export control laws, including U.S., EU, or other relevant regulations, without obtaining necessary licenses or approvals. Use of the Research Products in territories subject to sanctions is prohibited.

11. Intellectual Property Rights

Hedge Scout and its licensors retain all Intellectual Property Rights in the Research Products. This Agreement does not grant the Subscriber any rights to such Intellectual Property Rights except as expressly stated herein. The Subscriber shall not challenge or contest Hedge Scout's ownership of these rights.

12. Trial Access

Hedge Scout may offer the Subscriber access to the Research Products on a promotional, non-paid basis for a Trial Period of up to two (2) weeks, as agreed in writing. No Subscription Form is required for a Trial Period, and terms (e.g., duration, scope, Licensed Users) will be specified in written correspondence. Hedge Scout may terminate or suspend the Trial Period at its sole discretion with immediate effect. Sections 6 (Fees), 9 (Service Availability), and 18 (Warranties) do not apply during a Trial Period. Upon Trial Period expiration, the Subscriber must enter a paid subscription to continue access.

13. Corporate Mergers and Acquisitions

If the Subscriber or any Affiliate undergoes a merger, acquisition, or similar transaction that alters its business size or structure, this Agreement remains in effect. Hedge Scout may propose a Merger Fee to reflect the increased scope of the Subscriber's operations. Until the Merger Fee is paid, no employees or personnel of the acquired entity may access the Research Products as Licensed Users.

14. Ethical Compliance

Both parties shall comply with applicable anti-corruption and ethical business laws, including but not limited to regulations prohibiting bribery and human trafficking. The Subscriber shall not use the Research Products in any manner that violates such laws.

15. Cross-Border Data Transfers — EU and UK Subscribers

(a) Scope. This Section applies where the Subscriber is located in the European Economic Area (EEA), the United Kingdom (UK), or Switzerland (each, a "Restricted Territory"), or where the Subscriber's Licensed Users access the Research Products from a Restricted Territory, such that personal data of those individuals is transferred from the Restricted Territory to Hedge Scout in the United States.

(b) Transfer Mechanisms. Hedge Scout is a U.S.-based entity. To the extent it processes personal data transferred from a Restricted Territory — including subscriber identity, contact, employment, and billing data collected in connection with the subscription — Hedge Scout relies on one or more of the following lawful transfer mechanisms, as applicable:

Standard Contractual Clauses (SCCs): The parties agree to incorporate the Standard Contractual Clauses approved by the European Commission (Module 2: Controller-to-Controller), which are incorporated herein by reference, for any transfers of EEA personal data to Hedge Scout in the United States.

UK International Data Transfer Agreement (IDTA): For transfers from the United Kingdom, the parties will execute the UK IDTA or the UK Addendum to the EU SCCs as required by the UK Information Commissioner's Office.

EU-U.S. Data Privacy Framework (DPF): To the extent Hedge Scout becomes a certified participant under the EU-U.S. Data Privacy Framework, such certification shall constitute a lawful transfer mechanism for EEA-to-U.S. transfers in lieu of SCCs, and Hedge Scout shall notify the Subscriber of any such certification.

Contract Performance (Supplementary Basis): To the extent a transfer is strictly necessary for the performance of this Agreement between Hedge Scout and the Subscriber — including delivery of Research Products and processing of subscription payments — such transfer may additionally rely on the contract performance derogation under GDPR Article 49(1)(b), which the parties acknowledge applies to the processing of subscriber identity, contact, and billing data.

(c) Adequacy Fallback. If any transfer mechanism relied upon by Hedge Scout is invalidated, suspended, or ceases to be recognized as providing an adequate level of protection under applicable law, the parties shall cooperate in good faith to promptly implement an alternative lawful transfer mechanism. If no alternative mechanism can be implemented within sixty (60) days, either party may terminate this Agreement with respect to the affected Subscriber upon thirty (30) days' written notice, with a pro-rata refund of prepaid Fees for the remaining Term.

(d) Processor SCCs. For personal data processed by Hedge Scout's subprocessors (Ghost Foundation, Stripe, Inc., and Block, Inc. d/b/a Square), each subprocessor's own Standard Contractual Clauses or equivalent transfer mechanisms govern, as set forth in the Privacy Policy at https://www.hedgescout.com/privacy-policy/.

16. Liability Caps

Notwithstanding anything to the contrary, Hedge Scout's total aggregate liability for claims arising under or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of one thousand U.S. dollars (USD 1,000) or the total Fees paid by the Subscriber under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Hedge Scout's Privacy Policy, available at https://www.hedgescout.com/privacy-policy/ (the "Privacy Policy"), is incorporated into this Agreement by reference. The Privacy Policy governs the collection, processing, storage, and transfer of personal data in connection with the Subscriber's use of the Research Products and sets out:

Hedge Scout's role as an independent data controller for personal data collected through its platform;
The categories of personal data processed (including subscriber identity, contact, and billing data);
The purposes and lawful bases for processing under applicable law, including the GDPR;
Hedge Scout's data processors, including Ghost Foundation (platform and membership management), Stripe, Inc. (primary payment processing), and Block, Inc. d/b/a Square (backup payment processing), each of which operates under a separate Data Processing Agreement with Hedge Scout and uses Standard Contractual Clauses (SCCs) or equivalent mechanisms for cross-border data transfers;
Data retention periods;
Data subject rights and the process for exercising them;
Hedge Scout's security measures to protect personal data; and
Hedge Scout's breach notification obligations, including its commitment to notify affected Subscribers without undue delay and, where required, to notify the relevant supervisory authority within seventy-two (72) hours of becoming aware of a personal data breach.

The Subscriber acknowledges that Ghost Foundation, Stripe, Inc., and Block, Inc. d/b/a Square each process personal data in part as independent data controllers in accordance with their own published privacy policies and terms of service, and Hedge Scout is not liable for the data practices of those processors acting in their independent controller capacity. Links to the relevant policies are provided in the Privacy Policy.

Each party acts as an independent data controller with respect to its own processing activities under this Agreement. Neither party acts as a data processor on behalf of the other in connection with the subscription services described herein. Each party shall comply with all Applicable Data Protection Laws in connection with its own processing activities.

18. Warranties; 90-Day Remedy for Non-Conformance

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Hedge Scout warrants that, during the Warranty Period, the Research Products will conform to the specifications set forth in the Subscription Form in all material respects. If the Subscriber provides Hedge Scout with written notice of any non-conformance within the Warranty Period, Hedge Scout will use commercially reasonable efforts to correct such non-conformance promptly. Such correction shall constitute the Subscriber's sole and exclusive remedy for breach of this warranty.

19. Disclaimer

Except as provided in Section 18, Hedge Scout disclaims all warranties, express or implied, regarding the Research Products, including warranties of merchantability and fitness for a particular purpose. In no event shall Hedge Scout be liable for any indirect, incidental, consequential, special, or punitive damages.

20. Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless Hedge Scout, its affiliates, officers, directors, employees, agents, and licensors against any claims, liabilities, damages, losses, or expenses arising from the Subscriber's or Licensed Users' use of the Research Products in breach of this Agreement. Hedge Scout agrees to indemnify, defend, and hold harmless the Subscriber against any claims, liabilities, damages, losses, or expenses arising from Hedge Scout's infringement of third-party Intellectual Property Rights in the Research Products or Hedge Scout's breach of Applicable Data Protection Laws, provided the Subscriber promptly notifies Hedge Scout, makes no admissions, and cooperates with Hedge Scout's defense.

21. Notice

All notices under this Agreement shall be in writing and deemed given when delivered personally, transmitted by email, sent by recognized overnight delivery, or sent by certified mail with return receipt.

22. Force Majeure

Neither party shall be liable for delays or failures due to events beyond reasonable control, including acts of God, war, terrorism, strikes, fires, floods, pandemics, or other natural disasters, provided the other party is notified of such event and its expected duration. If the event persists for three (3) months, the unaffected party may terminate this Agreement with thirty (30) days' written notice.

23. Dispute Resolution

Any dispute shall be resolved first by good faith negotiations. If unresolved within thirty (30) days, the parties may proceed to mediation. If mediation fails, disputes shall be resolved by binding arbitration under American Arbitration Association rules in Connecticut. For disputes involving amounts less than $10,000, the parties may proceed directly to arbitration.

24. Governing Law

This Agreement shall be governed by the laws of the State of Connecticut, without regard to conflict of laws principles.

25. Survival

Sections 5, 6, 7, 8, 10, 11, 13, 14, 16, 17, 19, 20, 23, and 24 shall survive termination or expiration of this Agreement. For the avoidance of doubt, Section 6 survives solely with respect to Fees accrued, invoiced, or owing as of the date of termination or expiration, including any late interest charges on overdue balances.

26. Severability

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

27. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments may be made only in writing signed by both parties.

Hedge Scout LLC — Subscription Agreement — Revised April 2026