MASTER SERVICES AGREEMENT 

This Master Services Agreement (the “Agreement”) is effective as of the date of the Service Order  (the “Effective Date”) entered by and between Dark Watch, Inc., a Delaware corporation (“Dark  Watch”) and the client executing the Service Order (“Client”). Dark Watch and Client may be  individually referred to as a “Party”, or collectively as the “Parties”. This Agreement and any  Service Order, Exhibits, Schedules and/or Appendices shall be collectively referred to as the  “Agreement”. Other capitalized terms in this Agreement shall be defined in the Agreement or Service  Order, as applicable. In the event of a conflict between this Master Services Agreement and a Service  Order, the terms of the Service Order shall control with respect to such conflict.  

RECITALS 

WHEREAS, Dark Watch is in the business of providing information regarding organized crime threat  signals to its customers via a Data as a Service subscription model and other related services made  available by Dark Watch from time to time.  

WHEREAS, Client wishes to subscribe for and purchase certain services from Dark Watch, and Dark  Watch desires to provide such services on the terms and conditions set forth herein. 

NOW, THEREFORE, the Parties do hereby agree as follows: 

1. Services. The primary service to be provided to Client pursuant to this Agreement is the Dark  Watch offering “Scans”, which is a proprietary data feed providing threat intelligence and risk scoring  of organized crime threat signals made available via FTP or API in JSON, CVS or Excel formats.  Details regarding Client’s Scans subscription and any other products or services to be provided to  Client by Dark Watch shall be set forth in one or more Service Orders entered between the Parties and  incorporated herein (collectively, the “Services”). Such Service Orders may be executed by the  Parties simultaneously herewith or at any time during the Term of this Agreement. Except to the  extent otherwise provided in any such Service Order, all terms and conditions of this Agreement shall  be applicable to the Service Order(s) and deemed incorporated therein. 

2. License Grant, Feedback, Intellectual Property Rights and Restrictions on Use. A. License Grant. Upon receipt of payment of all applicable Fees, for the Term of this  Agreement Client is hereby granted a limited, non-exclusive, non-transferrable, non-sublicensable,  fully paid up, royalty-free, license to use the Services and all data, reports and analysis made available  to Client pursuant to this Agreement (the “Licensed Information”) in accordance with the terms of this  Agreement. Notwithstanding the foregoing, if and to the extent reports and or analytics included in  the Licensed Information are necessary for Client to retain beyond the Term for its internal archival,  compliance or legal purposes, Client may retain copies of such reports and analytics provided to  Client via the Services for such purposes for so long as is reasonably required, subject at all times to  the terms of this Agreement (expressly including, but not limited to, the limitations on use set forth in  Section 2.D below). Retention or use of Licensed Information beyond the Term for any other purpose  shall require prior written consent of Dark Watch, which may be withheld in its sole discretion. Client  acknowledges and agrees (i) that this Agreement does not convey to Client any license or other right  in or to any Dark Watch intellectual property, including the Licensed Information, not expressly  granted in this Section 2; (ii) that all such intellectual property is and shall remain the sole and exclusive property of Dark Watch; and (iii) that the only right granted to Client hereunder is the right  to use the Services and Licensed Information, in consideration of the Fees provided for herein and  subject to the other terms and conditions of this Agreement.  

B. Feedback. Client hereby expressly acknowledges and agrees Dark Watch shall retain  all right, title and interest in and to all suggestions, ideas, modifications, corrections or other feedback  (collectively, “Feedback”) Client communicates to Dark Watch regarding the Services during the  Term, without compensation or restriction of any kind. Dark Watch may, but is not obligated to, use  Feedback in any manner it chooses in its sole, exclusive discretion. Notwithstanding the provisions of  Section 11 below, Feedback shall not be considered Client Confidential Information.  

C. Intellectual Property Rights. Except for the licenses expressly granted to Client in  Section 2.A above, no other intellectual property rights are granted to Client under this Agreement,  whether expressly, by implication, estoppel, or otherwise, and all rights not expressly granted herein  are reserved by Dark Watch. All right, title and interest in and to the Services, Feedback, any  software, algorithms, Licensed Information and other intellectual property used or obtained by Dark  Watch in connection with the Services, and all related materials and documentation, are and shall  remain the exclusive property of Dark Watch and/or its licensors, and nothing herein grants to Client  any right to access any of the foregoing unless expressly authorized in writing by Dark Watch. With  respect to any trademarks, service marks, logos, business names, or trade names of Dark Watch or its  affiliates (the “Marks”) included in the Services or Licensed Materials, Client shall not remove, alter  or conceal the Marks or otherwise use, display, modify or distribute such Marks except as expressly  permitted by Dark Watch in writing. 

D. Restrictions on Use. In addition to any other limitations or restrictions set forth in this  Agreement, Client (including its authorized users, agents, contractors, employees or other third  parties) shall not access or use the Services, including Licensed Information to: (i) resell, rent, lend,  lease, distribute, or timeshare the Services or Licensed Information or otherwise use the foregoing on  behalf of any third party (including on a “service bureau” or similar basis), or otherwise provide third  parties with access or grant third parties rights to the Services or Licensed Information other than as  expressly permitted by Dark Watch in a signed writing; (ii) alter or remove any marks or proprietary  legends contained in the Services or Licensed Information; (iii) interfere with or disrupt the integrity  or performance of the Services; (iv) access any Services by means of any crawler, scraper, bot, spider,  or any other similar script or automated process; (v) transmit through or post in the Services any  unlawful, immoral, libelous, tortious, infringing, or defamatory material; or (vi) transmit material  containing viruses or other harmful or deleterious computer code, files, scripts, agents, or programs  via the Services. Except as otherwise set forth in a Service Order, Client shall not process the  Licensed Information via third party transaction monitoring tools without Dark Watch’s express prior  written consent, which shall not be unreasonably withheld. In addition to the foregoing limitations,  Client shall not, and shall not knowingly or intentionally permit or assist any third party to, access,  use, refer to, or otherwise leverage the Services, Feedback, or Licensed Information to aid in the  development or commercialization of a substantially similar product or service for its own or a third  party’s benefit, and shall not reverse engineer, decompile, disassemble or otherwise attempt to  discover any methodologies, techniques, object code, source code or underlying ideas or algorithms  included in the Services (including the Licensed Information), and shall not modify, translate, or  create derivative works based on any element of the Services or Licensed Information.

3. Term. Unless otherwise agreed in a Service Order, the initial term of this Agreement (the “Initial  Term”) shall be twelve (12) months, commencing on the Effective Date set forth above. The Term  shall be automatically renewed for successive periods of twelve (12) months (each, a “Renewal  Term”), unless either party notifies the other in writing of its election not to renew, which notice must  be given no less than ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as  the case may be. The Initial Term and the Renewal Term shall be collectively referred to as the  “Term”. In the event that the Agreement would otherwise expire prior to the end of the “Initial  Service Period” specified in a Service Order by reason of Client’s election not to renew this  Agreement, the term of the Agreement shall automatically be extended through the expiration date of  the Initial Service Period set forth in the applicable Service Order(s). 

4. Fees; Invoices and Taxes. 

A. Fees. In consideration of the provision of the Services to be rendered by Dark Watch,  Client shall pay to Dark Watch the fees specified in the applicable Service Order providing for such  Services (the “Fees”). Unless otherwise expressly agreed in a Service Order, all applicable Fees shall  be due and payable fifteen (15) days from the date of invoice submitted by Dark Watch to Client.  

B. Invoices. Any invoice submitted by Dark Watch shall be deemed correct unless Client  provides written notice to Dark Watch within thirty (15) days of the invoice date specifying the nature  of the dispute. In the event any undisputed invoice remains unpaid by Client for thirty (30) days after  its due date, Dark Watch may, without prejudice to any of its other rights hereunder, suspend Client’s  access to and use of the Services upon five (5) days’ written notice to Client. 

C. Taxes. Client shall pay any sales, use, excise, value added, and other taxes and duties  however designated that are levied by any taxing authority relating to the Services to the extent Client  is obligated to pay such sums under Applicable Law (as defined below). In no event shall Client be  responsible for taxes based upon the income of Dark Watch. 

5. Client Obligations, Representations, and Indemnity. Client shall reasonably cooperate with  Dark Watch in order to enable Dark Watch to perform the Services, which may include but is not  limited to the following: (a) assignment of a technical point of contact with requisite knowledge and  skill to facilitate implementation and ongoing technical support necessary for Client’s access to the  Licensed Information and use the Services; (b) participation by relevant stakeholders in a kick off  call; (c) where appropriate, provision of API keys for recurring data feeds; and/or (d) white listing of  Dark Watch in order to ensure the ability to communicate with Client in connection with the Services.  To the extent the Services include a pilot of new products or services, Client agrees to use  commercially reasonable efforts to use such piloted products or service and share Feedback regarding  use of such piloted Services to Dark Watch. Client hereby expressly acknowledges and agrees that  certain Dark Watch Services, including Scans, will provide information to Client from a variety of  third party sources via the Services that serve as “risk indicators”, and that these risk indicators are not  a definitive confirmation of criminal activity or intent, and that Client is solely responsible to conduct  an independent assessment and interpretation of all such information provided via the Services within  the context of its own aggregate datasets and established risk management processes. Client shall be  responsible to monitor and control access to and use of the Services by its employees and agents, and  shall ensure that the Services are utilized in accordance with the terms of this Agreement in a manner  that does not violate any federal, state, or local law, rule, or regulation (hereinafter collectively  referred to as “Applicable Law”). Client shall indemnify, defend and hold Dark Watch harmless from and against any liability, loss, damage, cost, penalty, or expense of any kind arising out of or in any  way relating to (i) the use of the Services by Client; (ii) the breach by Client and its authorized users  of any provision of this Agreement; and (iii) violation by Client and its authorized users of any  Applicable Law in its utilization of the Services. Nothing contained herein shall be construed to  require Client to indemnify Dark Watch for losses directly resulting from the wrongful act or omission  of Dark Watch. Client represents and warrants that no contractual obligations exist that would prevent  Client from entering into this Agreement, and that it has requisite authority to execute, deliver, and  perform this Agreement and by execution of this Agreement (expressly including all Service Orders  and other ancillary documents entered by the Parties subsequent to execution of this Agreement) is  legally bound to do so. 

6. Dark Watch Obligations, Representations, and Indemnity. Dark Watch shall perform the  Services in accordance with the terms of this Agreement, in a professional and workmanlike manner,  and shall make available reasonably necessary resources to support Client’s access to the Services  contemplated herein. The Services are a tool to efficiently gather and provide insights into perceived  organized crime threat signals, but are not intended to serve as a replacement for Client’s own  assessment and interpretation of information provided by Dark Watch and other sources available to  Client, or adherence to Client’s own policies and programs and is not a replacement for any of the  foregoing. Dark Watch represents and warrants to Client the following: (a) it has all necessary rights  to provide the Services; (b) the Services do not infringe on any registered copyright, trademark, or  patent held by others; (c) Dark Watch shall at all times have reasonable technical and organizational  measures in place in connection with its provision of the Services to Client; and (d) its employees and  agents will exercise due care and diligence in providing the Services to Client. Dark Watch agrees to  indemnify and hold Client harmless from and against any liability, loss, damage, cost, reasonable out  of pocket expenses for: (i) third party claims arising out of infringement by Dark Watch of any  registered copyright, trademark, patent, or similar intellectual property right including any claim that  the use of the Services by the Client constitutes such an infringement; or (ii) the gross negligence,  willful misconduct, or violation by Dark Watch of any Applicable Law in its provision of the  Services; provided however, that the liability of Dark Watch under this paragraph shall be limited in  accordance with Section 6. With respect to third party claims that the Services infringe such third  party’s registered copyright, trademark, patent, or similar intellectual property right, Client’s sole  remedy shall be, at Dark Watch’s option: (x) repair of the alleged infringing Services; (y) replacement  of the alleged infringement Services with reasonably equivalent Services; or (z) termination of the  Agreement with respect to the infringing Services, with a refund of prepaid fees for the period  following the effective date of such termination. 

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE LIMITED WARRANTIES AND  ARE THE ONLY WARRANTIES MADE BY DARK WATCH. DARK WATCH DOES NOT MAKE,  AND HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, INCLUDING  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,  ACCURACY OF INFORMATION, INTERPRETATION OF SUCH INFORMATION,  COMPLIANCE, OR ACHIEVEMENT ANY PARTICULAR RESULT. FOR THE AVOIDANCE OF  DOUBT, INFORMATION PROVIDED TO CLIENT IS INTENDED TO SERVE ONLY AS A RISK  INDICATOR, NOT A DEFINITIVE CONFIRMATION OF CRIMINAL ACTIVITY OR INTENT,  AND DARK WATCH EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR  INTERPRETATION OF DATA OR RISK SCORING PROVIDED VIA THE SERVICES, AS WELL 

AS ANY AND ALL DECISION-MAKING AND OTHER ACTIONS TAKEN BY CLIENT AS A  RESULT OF USE OF THE SERVICES. 

7. Limitation of Liability. Except in the event of gross negligence, willful misconduct, or violation of  Applicable Law, the liability of either Party based upon any matter arising out of this Agreement or  the Services shall not in any event exceed an amount equal to sums paid or payable by Client to Dark  Watch during the twelve (12) month period immediately preceding the act or event allegedly giving  rise to liability, regardless of whether such claim is based upon breach of contract, negligence or other  theory of liability. Client acknowledges: (i) that the Fees to be charged by Dark Watch  hereunder reflect the fact that the liability of Dark Watch is limited as set forth herein; and (ii) that, in  the absence of such limitation, such fees would be substantially higher. 

EXCEPT IN THE EVENT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR  VIOLATION OF APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO  THE OTHER PARTY FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES, FINES, OR PENALTIES ARISING OUT OF  THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN CONTRACT, IN  TORT OR OTHERWISE. NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER  MORE THAN ONE (1) YEAR AFTER SUCH CLAIM ACCRUED. 

8. Termination. A Party may terminate this Agreement in the event of a material breach by the other  Party which is not cured within thirty (30) days following written notice to the breaching Party  stating, with particularity and in reasonable detail, the nature of the claimed breach.  Material breaches shall include, but are not limited to the following: failure to pay any undisputed  invoice when due date; defaults or breaches of a Party’s performance of material obligations set forth  in this Agreement in any material respect and failing to timely cure such breach or default (provided  such default or breach is capable of cure); if a Party commits an act of bankruptcy, becomes insolvent,  or becomes the subject of any proceeding under the Bankruptcy Code, which proceeding is not  dismissed within thirty (30) days after it is filed; or violation of any Applicable Law in utilization of  the Services or of the information obtained through such utilization. 

9. Effects of Termination. 

A. In the event of termination by Dark Watch pursuant to Section 7 hereof, Dark Watch  shall be entitled to recover from Client, for each Service Order in effect at the time of Termination, an  amount equal to any outstanding and/or invoiceable Fees under such Service Order for the remaining  Term. In the event that, at the time of termination, the Initial Service Period shall not have  commenced then the Fees for the entire Initial Service Period, as set forth in the Service Order, shall  be utilized for purposes of the foregoing calculations. 

B. Such amount shall be recoverable by Dark Watch as liquidated damages and not as a  penalty. Client acknowledges and agrees that the damages that Dark Watch would sustain in the event  of a default by Client would be extremely difficult, if not impossible, to ascertain and that the  foregoing measure of damages is reasonable under the circumstances. Client further agrees that Dark  Watch shall be entitled to recover from Client all costs and expenses, including reasonable attorneys’  fees, incurred by Dark Watch in connection with any action, counterclaim, or proceeding brought by  Dark Watch based upon such default and any applicable costs of collection.

10. Access to Services. 

A. Procedures. Client agrees to comply with any regulatory requirements applicable to  Client and with reasonable operating and access procedures for use of the Services established by  Dark Watch and furnished from time to time to Client. 

B. Internet Access; Computers; Equipment. Client shall, throughout the term, arrange to  obtain, at its sole cost and expense, such internet access, data hosting and storage, software to access  and use JSON, CSV, and Excel output formats (and other then-current standard output formats as may  be reasonably available), computer terminals, systems, and other equipment as shall at all times be  sufficient to access and use the Services.

11. Confidentiality. Neither Party shall disclose to others or use for its own benefit any non-public or  proprietary information pertaining to the other Party or the business of such Party (the “Confidential  Information”), except as may be necessary or otherwise authorized in the course of performing its  particular obligations or exercising its rights pursuant to this Agreement. Each Party acknowledges  that Confidential Information may include (without limiting the generality of the foregoing):  inventions, improvements, discoveries, ideas, technologies, know-how, mixtures, formulae, product  specifications, techniques, work product, concepts, photographs, videos, materials, methods,  processes, documentation, business plans or projections, methodologies, engineering techniques,  engineering plans and specifications, research plans and projects, pricing policies, cost information,  supplier and customer lists and contracts, techniques, applications and service policies, financial and  sales performance data, personnel information and personnel policies, sales data, technical platforms,  portals, specifications, designs, plans, drawings, software, data, prototypes, billing records, financial  information, or other business and/or technical information, and all copies and derivatives containing  such Confidential Information. Confidential Information may be in any form or medium, tangible or  intangible, and may be communicated in writing, orally, or through visual observation, and shall be  deemed Confidential Information if reasonably understood to be confidential based on the nature of  the information disclosed and the context of such disclosure, even if not so marked or identified.  Without limiting the generality of the foregoing, the Parties agree that all Feedback shall not be the  Confidential Information of Client, and shall be the sole and exclusive intellectual property of Dark  Watch.

A. Exclusions. Notwithstanding the foregoing, no obligation of confidentiality shall apply  to (A) any Confidential Information that the receiving party (“Recipient”) (i) already possesses  without obligation of confidentiality; (ii) develops independently; or (iii) rightly receives without  obligation of confidentiality from a third party or (B) any Information that is, or becomes, publicly  available without breach of this Agreement.  

B. Obligations. Recipient agrees to hold as confidential all Confidential Information it  receives from the disclosing party (“Discloser”). All such Confidential Information shall remain the  property of the Discloser. Recipient will use the same care and discretion to avoid disclosure of  Information as it uses with its own similar confidential information that it does not wish disclosed, but  in no event less than a reasonable standard of care. Recipient may use Confidential Information for  purposes of performing its obligations or exercising its rights under this Agreement. Recipient may  disclose Confidential Information to (i) employees and authorized users who have a legitimate  business need to know in order to use the Services; (ii) any other party with Discloser’s written  consent; and (iii) comply with Applicable Law or legal process. However, in the event of a legally  required disclosure, to the extent permitted by law, Recipient agrees to give Discloser prompt notice thereof so that it may seek a protective order. The provisions of this sub-section shall survive any  termination or expiration of this Agreement. 

12. Information Security. Taking into account the nature and scope of the Services, which do not  contemplate the processing of personal data on behalf of Client, Dark Watch shall maintain an  information security program designed to protect the security and integrity of the Services and any  Client Confidential Information Dark Watch is provided by Client. In the event Dark Watch and  Client mutually agree Dark Watch will process personal data belonging to Client, the parties will enter  into a mutually agreeable Data Protection Agreement. In any event, Dark Watch and Client shall each  be responsible to implement their own respective technical and organizational measures to secure the  Licensed Information while in their respective possession, custody or control, including measures to  prevent transmission of viruses, malware, worms, time bombs, or other similar potentially harmful  code and to examine the Licensed Information via virus scanning and other commercially reasonable  efforts prior to downloading, uploading, or otherwise ingesting such Licensed Information into its  own environment. In the event of a breach of security that directly affects the other party, the  breached party will, where appropriate: (i) report such breach to the other party within a reasonable  period of time after discovery, which shall in any event be within forty-eight (48) hours; (ii) promptly  take appropriate measures to mitigate the breach; (iii) subsequently inform the other party of the  remedial action taken; and (iv) reasonably cooperate with the other party’s investigation and response. 

13. Force Majeure. Dark Watch shall not be liable in any manner for any damage or loss sustained by  Client as a result of any act or event outside the reasonable control of Dark Watch, including, but not  limited to, any damage or loss arising out of (i) acts or omissions of Client or third parties or (ii) any  failure or delay in providing the Services resulting from acts of God, power outages, failure of  communication lines, internet failure, or similar occurrence or (iii) any failure or inability of a third  party data source to furnish data. Upon the occurrence of any of the foregoing, Dark Watch shall be  required to make the Services available insofar as reasonably possible and recommence the full  performance and delivery of the Services as soon as practicable. 

14. Disputes. 

a. General. Any dispute or controversy arising out of this Agreement, or its interpretation,  shall be submitted to and resolved exclusively by arbitration in Kent County, Delaware under  the rules of the American Arbitration Association as then in effect. Any award in such  arbitration shall be final and binding upon the Parties and judgment thereon may be entered in  any court of competent jurisdiction. 

b. Applicable Law. The arbitrators shall apply the substantive law of the State of  Delaware, without reference to provisions relating to conflict of laws. 

c. Provisional or Ancillary Relief. No provision of this Section shall limit the right of a  party to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after,  or during the pendency of any arbitration. The exercise of a remedy does not waive the right of either  party to resort to arbitration. The institution and maintenance of an action for judicial relief or pursuit  of a provisional or ancillary remedy shall not constitute a waiver of the right of either party to submit the controversy or claim to arbitration if the other party contests such action for judicial relief. 

15. Vendor Management; Audit Information

a. Dark Watch will assist Client in complying with its regulatory vendor/service provider  management obligations by providing Client, upon request, with an overview of its security processes  and hosting environment, annual independent vulnerability scan certificates of compliance or the  equivalent (if Dark Watch is hosting personal data provided by Client to Dark Watch) and its hosting  provider’s security-related audit reports, certificates of compliance or certifications to the extent made  available by such provider.

b. Dark Watch will cooperate with Client, at Client’s expense, in responding to requests  made by any federal or state agency having jurisdiction over Client. 

c. If requested by Client, but no more than once annually beginning in the year following  the first anniversary of this Agreement, Dark Watch will provide to Client a copy of Dark Watch’s  most recent completed standard security questionnaire. 

16. General. 

a. Binding Agreement. This Agreement is binding upon the Parties and their respective  successors and permitted assigns. Neither this Agreement nor any interest herein may be sold,  assigned, transferred, pledged, or otherwise disposed of by either Party except in the event of the sale  of all or substantially all of the stock or assets of such Party without the other Party’s express prior  written consent. 

b. Entire Agreement. This Agreement, including all Services Orders, Exhibits,  attachments and appendices incorporated herein constitutes the complete and exclusive statement of  the agreement between the Parties as to the subject matter hereof and supersedes all previous  agreements with respect thereto. Modifications of Service Orders must be in writing and signed by  duly authorized representatives of the Parties. Updates to this Master Service Agreement may be  made by Dark Watch from time to time, and shall be effective thirty (30) days from Dark Watch’s  provision of notice of such change via email to Client’s designated contact. Each party hereby  acknowledges that it has not entered into this Agreement in reliance upon any representations made  by the other party that have not been embodied herein. 

c. Severability. If any provision of this Agreement is held to be unenforceable or invalid,  the other provisions shall continue in full force and effect.

d. Governing Law. This Agreement will be governed by the substantive laws of the State  of Delaware without reference to provisions relating to conflicts of law. 

e. Notices. Any notice required or permitted to be given hereunder shall be in writing and  given: (i) by Registered or Certified Mail, Return Receipt Requested, postage prepaid; or (ii) by  electronic communication, including e-mail with confirmation of receipt; or (iii) by nationally  recognized overnight courier service, in each case directed to the other party at the address or contact  information set forth hereinafter or to such other address or designated contact as a party may  designate in writing. All such notices shall be effective upon receipt. 

f. No Waiver. The failure of either party to insist on strict performance of any of the  provisions hereunder shall not be construed as the waiver of any subsequent default of a similar  nature. 

g. Survival. All rights and obligations of the Parties under this Agreement that, by their  nature, do not terminate with the expiration or termination of this Agreement shall survive the  expiration or termination of this Agreement.