THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 22 OF THIS DOCUMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, AND SECTION 23 LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.

SECTION 9 DESCRIBES CERTAIN AUTO-RENEWALS THAT MAY BE APPLICABLE TO OUR SERVICES PROVIDED TO YOU. BY ENTERING INTO THIS AGREEMENT AND CHOOSING SERVICES WITH AUTOMATIC RENEWAL, YOU AFFIRMATIVELY CONSENT TO SUCH RENEWAL TERMS UNLESS YOU CANCEL IN ACCORDANCE WITH THIS DOCUMENT.

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Bridge Terms of Service

1. Acceptance

These Bridge Terms of Service are entered into by and between you (acting in your capacity as an employee or other representative of your company or other entity, if applicable) (“you”) and Bridge Investment Technologies Inc. ("Bridge," "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, this “Agreement”), govern your access to and use of our platform made available via our website, including any content, functionality, and services on or provided in connection with our website, available at bridgeinvest.io (collectively, the “Platform”). Please read this Agreement carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to this Agreement, you accept and agree to be bound by this Agreement. If you do not want to agree to this Agreement, you must not access or use the Platform. You acknowledge that this Agreement contains legally binding terms and conditions that affect your legal rights and remedies.

2. Changes to These Terms

We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time at bridgeinvest.io. The version of the Agreement in effect at the time of your use of the Platform applies. The updated Agreement is binding on you with respect to your use of the Platform on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Platform. Your continued use of the Platform after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

3. Access and Use

Subject to your compliance with the terms and conditions in this Agreement, we grant you and users you authorize (“Authorized Users”) access to our Platform for the services you subscribe to for your internal business purposes. You will ensure that you and the Authorized Users will use the Platform in compliance with this Agreement. You will be responsible for all acts and omissions (including any breach of this Agreement) by any Authorized Users. We reserve the right to withdraw or amend any services provided on the Platform in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time. From time to time, we may restrict access to the Platform to certain users or geographic locations.

4. Account Registration

To access the Platform, you will be asked to provide certain details or other information to register for an account on the Platform (“Account”). It is a condition of your use of the Platform that all the information you provide on or in connection with the Platform is correct, current, and complete. We may disable any username, password, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

5. Use of Information Provided by You

You hereby consent to all actions we take, consistent with this Agreement, with respect to all information or access you provide to or in connection with the Platform, including your username, encrypted information, data or metadata that we scrape from your email or user portal, and any other information in connection with any third-party providers (collectively, “User Submission”). You acknowledge, represent and agree that User Submission is submitted voluntarily and that your User Submission does not establish a relationship between you and Bridge. You hereby grant us and our sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to (1) use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submission, and (2) perform all acts with respect to the User Submission as may be necessary for us to make the service available to you through the Platform. You waive any right to compensation of any type for User Submission. You represent and warrant that you either own all User Submission or otherwise have all the rights necessary to grant the rights in this Agreement and that our use of User Submission does not violate any law. You may not upload to, distribute, or otherwise publish through or in connection with the Platform any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law.

6. Platform Integration

You understand and agree that there is an integration process for certain portion of the service available on the Platform. As part of the integration process, we will collect User Submission necessary for us to perform the services you subscribe to. You agree to complete all tasks, including timely provision of all necessary User Submission, to complete the integration process. You and Bridge will work together to resolve any errors arising from or in connection with the integration process and complete the integration process as soon as reasonably practicable.

7. Information Security

You are solely responsible for keeping, protecting, and safeguarding any credentials relating to your Account including any confidential information contained in User Submission. You acknowledge and agree that we are not responsible for any losses arising out of the unauthorized use of your Account, Account Data or any compensation or other liabilities for the losses. We are not liable for any losses resulting from your fault or error or any fault or error beyond our control, including forgetting or leakage of passwords, private keys or cracked passwords or your computer being invaded or hacked by others. You will notify us immediately of any unauthorized use of your Account. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack), you must notify us immediately. YOU UNDERSTAND AND AGREE THAT (1) WE ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR CREDENTIALS OR CONFIDENTIAL INFORMATION AND (2) WE ARE NOT LIABLE IN ANY WAY FOR ANY LEAKAGE OF PASSWORDS.

8. Payment

It is your responsibility to pay for all the fees associated with the services you subscribe to on our Platform, including any onboarding fee we may charge. We may, from time to time, make changes to (1) the services available on the Platform, including offering new features, functionalities, plans or bundles, and (2) the prices for those services. We will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Platform after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by closing your Account.

9. Subscription, Term and Termination

All services you subscribe to will run for the subscription term you pay for. All subscription term will automatically renew at the end of the subscription term for a period equal to the initial subscription term, unless you provide at least 90 days’ notice of non-renewal prior to the end of the then-current subscription term. Termination will be effective on the day after the last day of the then-current subscription term and you will lose access to your Account on the effective date of termination. You understand and agree that your ability to terminate or receive refunds may be affected if you take advantage of any discount we offer. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION TERM.

10. Data Access Post Termination

Data in your Account (“Account Data”) may be exported at any time during the subscription term. We will not delete Account Data for up to 60 days after termination or expiration of the then-current subscription term. We may assist you with exporting Account Data during such period at our standard hourly consulting rate. After that 60-day period, we have the right to delete all Account Data and will have no further obligation to make it available to you. Should you require longer storage of Account Data, paid archival services may be available upon request.

11. Pilot Program

During the term specified by us, you may access and use our pilot program solely for your internal testing and evaluation and for no other purpose (“Pilot Program”). We may discontinue the Pilot Program at any time without notice and may decide not to make any of the features and functionality in the Pilot Program generally available on the Platform. The Pilot Program is provided “as-is” and without warranty of any kind. By participating in our Pilot Program, you agree to review, engage with, and provide feedback on our Platform.

12. Feedback

If you submit, orally or in writing, feedback, suggestions, or recommended changes to any elements of our Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback. For the avoidance of doubt, any support requests submitted by you or on your behalf constitute Feedback. You hereby assign all right, title, and interest in and to the Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein to us, and agree that we are free to use such Feedback, without any attribution or compensation to any party, for any purpose.

13. Intellectual Property Rights

The Platform (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of those things), and associated know-how, are owned by us, our licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Platform IP”). We retain all right, title, and interest in and to the Platform IP. This Agreement contains no implied licenses. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of our Platform without our prior written consent.

14. Permitted Uses

You represent and warrant that (1) you are at least 18 years of age; (2) you have full power and authority to enter into this Agreement; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; (6) you are not subject to any sanctions, including financial sanctions, of the United States government; and (7) you will not access the Platform if you have previously been prohibited from doing so or if any laws prohibit you from doing so. We do not intend for the Platform to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Platform. You may use the Platform only for lawful purposes and in accordance with this Agreement. You agree not to (a) use the Platform in any way that violates any applicable federal, state, local, or international law or regulation, (b) use the Platform for any unauthorized, fraudulent, or malicious purpose, (c) engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Bridge or users of the Platform or expose them to liability, (d) use the Platform in any manner that could disable, overburden, damage, or impair the Platform, (e) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform, (f) access systems, data or information not intended by us to be made accessible to a user, (g) obtain or attempt to obtain any materials or information through any means not intentionally made available by us; or (h) use the Platform for any use other than the purpose for which it was intended. For example, you will not use the Platform in connection with money laundering or the financing of terrorism.

15. AI Training Prohibited

Content available on the Platform, including but not limited to text, data, audio, images, and other materials, is protected by copyright and other intellectual property laws. You are strictly prohibited from using any content from the Platform for the purpose of training, developing, or improving any machine learning or artificial intelligence models, including but not limited to large language models, without the explicit written permission from Bridge. Any unauthorized use of content for such purposes is a violation of this Section 15 and may result in legal action.

16. Reliance on Information Posted

We do not warrant the accuracy, completeness, or usefulness of any information presented on or through the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents. Nothing on this Platform constitutes (1) advice or a recommendation of any kind (legal, financial or otherwise), or (2) an indication of results that may be achieved. Please consult with professional advisors in connection with your use of the Platform. The content on this Platform is updated frequently but the Platform’s content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time. This Agreement and the Platform do not constitute an offer to sell or solicitation of an offer to buy investments of any kind.

17. Links from the Platform

If the Platform contains links to other sites or resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you access any such third-party sites or resources, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

18. Disclaimer of Warranties

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BRIDGE NOR ANY PERSON ASSOCIATED WITH BRIDGE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER BRIDGE NOR ANYONE ASSOCIATED WITH BRIDGE REPRESENTS OR WARRANTS THAT THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, BRIDGE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

‍YOU UNDERSTAND AND AGREE THAT WE DO NOT PROVIDE ANY LEGAL OR INVESTMENT ADVICE, TAX, ESTATE OR INVESTMENT PLANNING, OR OTHER AREAS OF ADVICE IN ANY SERVICE WE PROVIDE OR IN CONNECTION WITH YOUR USE OF OUR PLATFORM.

19. No Investment Advice

You understand and agree that no portion of this Platform contains any legal, investment or tax advice. You hereby represent and warrant that (1) you have not relied upon any third parties or upon any oral or written representations or assurances from Bridge, its owners, directors, officers, employees, agents, or any other representatives of Bridge, in making any investment decisions and (2) have sought independent legal, investment and tax advice to the extent you deem necessary or appropriate in connection with your investment decision. NEITHER BRIDGE NOR THE PLATFORM PROVIDES ANY LEGAL, INVESTMENT OR TAX ADVICE, AND NEITHER BRIDGE NOR THE PLATFORM ARE SUBSTITUTES FOR YOUR RELATIONSHIP WITH ANY INDEPENDENT LEGAL, INVESTMENT AND TAX ADVISORS.

20. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL BRIDGE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY, “BRIDGE PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF THE BRIDGE PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH THE PLATFORM OR SUCH OTHER WEBSITES WILL NOT EXCEED $100 U.S. DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 20 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED.

21. Indemnification

‍You will defend, indemnify, and hold harmless Bridge Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (1) your violation of this Agreement, (2) your use of the Platform, (3) any User Submission made by you, including with respect to violations of any other party’s rights, such as intellectual property or other proprietary rights, and laws related to privacy or information security; or (4) your violation of any other party’s rights or applicable law.

22. Arbitration and Governing Law

YOU WILL SUBMIT ANY DISPUTES ARISING FROM THIS AGREEMENT OR THE PLATFORM, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING DELAWARE LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE IN New York. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASSACTION BASIS. FURTHERMORE, UNLESS YOU AND BRIDGE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions.

23. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.‍

24. General

If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. You and Bridge intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, you and Bridge agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Bridge may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement or assign, transfer, or sublicense your rights, if any, to access or use the Platform or its content, and any attempt by you to do so is void. Bridge’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. A waiver will only be binding on Bridge if it is in a written document signed by Bridge. This Agreement (including any incorporated terms) constitutes the entire agreement between you and Bridge with respect to the Platform and its contents. Both you and Bridge warrant to each other that, in entering into this Agreement, neither Bridge nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in this Agreement. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Bridge, or Bridge’s successors and assigns, will have any right to enforce any of this Agreement. Neither this Agreement nor the Platform create a partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.