MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") governs access to and use of the HawkIQ platform and related services provided by Proof Intelligence.

This Agreement is entered into as of the Effective Date set forth on the applicable Order Form (the "Effective Date") by and between:

Proof Intelligence, LLC, a Delaware limited liability company with its principal place of business in Vero Beach, Florida 32963 ("Provider," "Proof Intelligence," "we," or "us"); and

The customer identified on the applicable Order Form ("Customer," "Client," or "you").

Provider and Customer are each a "Party" and together the "Parties." By executing an Order Form that references this Agreement, or by accessing or using the Services, Customer agrees to be bound by this Agreement.

1. Definitions

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests.

1.2 "Aggregated Data" means data and information derived from Customer Data or the operation of the Services that is aggregated and/or de-identified such that it does not identify Customer, any individual, or any of Customer's confidential business specifics, including statistical, benchmarking, model-training, and usage data. Aggregated Data is more fully addressed in Section 8.4.

1.3 "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer authorizes to access the Services under Customer's account and for whom a subscription has been purchased.

1.4 "Customer Data" means the data, records, files, and content that Customer or its Authorized Users submit to, or authorize the Services to ingest into, the platform, including data retrieved on Customer's behalf from Third-Party Services using credentials Customer provides.

1.5 "Documentation" means the usage guides and policies for the Services made available by Provider, as updated from time to time.

1.6 "Order Form" means an ordering document, online sign-up, or written quote executed or accepted by both Parties that references this Agreement and specifies the subscription tier, states covered, number of Authorized Users, fees, and term.

1.7 "Output" means analytics, visualizations, reports, insights, projections, and AI-generated content produced by the Services, including content generated by the Business Analyst / AI assistant features.

1.8 "Services" means the HawkIQ software-as-a-service platform (web dashboard and any mobile or field- sales applications), the associated data ingestion, analytics, visualization, reporting, and AI features, and any related services, in each case as described on the applicable Order Form and made available by Provider.

1.9 "Third-Party Services" means data sources, integrations, and services not provided by Provider that Customer connects to or that the Services retrieve data from on Customer's behalf, including but not limited to distributor data aggregators, importer platforms, e-commerce platforms, freight carriers, and payment or messaging services.

The Services

2.1 Provision of Services. Subject to Customer's compliance with this Agreement and payment of all applicable fees, Provider will make the Services available to Customer and its Authorized Users during the Subscription Term set forth on the Order Form, solely for Customer's internal business operations.

2.2 Access and Authorized Users. Customer is responsible for all activity occurring under its account and its Authorized Users' credentials. Customer will: (a) ensure each Authorized User keeps login credentials confidential and not shared; (b) not permit access to the Services by anyone other than an Authorized User; and (c) promptly notify Provider of any known or suspected unauthorized access or use. Customer is responsible for its Authorized Users' compliance with this Agreement.

2.3 Provider Changes to the Services. Provider may modify, update, enhance, or discontinue features of the Services from time to time, provided that Provider will not materially degrade the core functionality Customer has paid for during a paid Subscription Term without providing a substantially equivalent alternative or a pro-rata refund of prepaid fees for the discontinued functionality.

2.4 Beta and Pre-Release Features. Provider may offer features identified as beta, preview, evaluation, early access, or similar ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," are excluded from any service commitments, indemnities, and warranties, may be modified or withdrawn at any time, and are used at Customer's sole risk.

2.5 No Professional Advice. The Services and all Output are informational tools only. They do not constitute financial, accounting, tax, legal, regulatory, investment, or other professional advice, and are not a substitute for Customer's own judgment or professional counsel.

Customer Responsibilities and Acceptable Use

3.1 Third-Party Credentials and Authorization. Where Customer directs the Services to connect to, retrieve data from, or transmit data to a Third-Party Service, Customer represents and warrants that it has the full right and authority to grant such access, to provide the associated credentials, and to permit Provider to access and process the resulting data on Customer's behalf. Customer is solely responsible for complying with the terms of service of each Third-Party Service and for any consequences of connecting it, including suspension or termination of Customer's third-party accounts.

3.2 Regulatory Compliance. Customer operates in the alcoholic beverage industry and other CPG categories and is solely responsible for its compliance with all laws and regulations applicable to its business, including federal, state, and local alcoholic-beverage-control, licensing, distribution, marketing, tax, and reporting requirements. The Services are analytics tools and do not ensure or represent compliance with any such laws.

3.3 Data Rights and Consents. Customer represents and warrants that it owns or has all necessary rights, licenses, and consents to submit the Customer Data to the Services and to grant the licenses in Section 8, and that the Customer Data and Provider's authorized use of it will not infringe, misappropriate, or violate the rights of any third party or any applicable law.

3.4 Acceptable Use. Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, underlying models, or non-public structures, except to the extent this restriction is prohibited by applicable law; (c) rent, lease, sublicense, sell, resell, or provide the Services on a service-bureau basis to any third party; (d) access the Services to build or benchmark a competing product or service, or copy any feature, function, or interface; (e) introduce malware or interfere with or disrupt the integrity or performance of the Services; (f) attempt to gain unauthorized access to the Services or their related systems, accounts, or data; (g) circumvent or attempt to circumvent any access controls, usage limits, or role-based restrictions; (h) use automated means (scraping, crawlers, bots) to extract data except through functionality Provider expressly makes available; or (i) use the Services in violation of any applicable law or third-party rights.

3.5 AI-Specific Use Restrictions. With respect to AI features, Customer will not: (a) submit inputs intended to extract Provider's or its subprocessors' system prompts, credentials, or non-public configuration; (b) use Output to train a competing machine-learning model; or (c) rely on Output for any decision without independent human review. Customer acknowledges that AI Output may be inaccurate, incomplete, or "hallucinated" and is generated probabilistically.

3.6 Suspension. Provider may suspend Customer's or any Authorized User's access to the Services, in whole or in part, without liability, if Provider reasonably determines that: (a) there is a material risk to the security, integrity, or availability of the Services; (b) Customer's use violates Section 3.4 or applicable law; (c) Customer's use is causing or is likely to cause harm to Provider or other customers; or (d) fees are more than [15] days overdue. Provider will use commercially reasonable efforts to notify Customer and to limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

Fees and Payment

4.1 Fees. Customer will pay the fees set forth on each Order Form. Fees are based on the subscription tier, the number of states covered, and the number of Authorized Users (per-user add-on pricing), as applicable. Except as expressly stated, all fees are non-cancelable and all payments are non-refundable.

4.2 Invoicing and Payment. Unless otherwise stated on the Order Form, fees are invoiced [monthly in advance] and are due within [fifteen (15)] days of the invoice date. Customer will provide complete and accurate billing information and authorizes Provider (or its payment processor) to charge the payment method on file for all fees when due.

4.3 Usage Increases. If Customer's usage exceeds the Authorized Users on the Order Form, Provider may invoice the additional usage at the then-current rates, prorated for the remainder of the then-current term.

4.4 Late Payments. Overdue amounts accrue interest at the lesser of [1.5%] per month or the maximum rate permitted by law, calculated from the due date until paid. Customer will reimburse Provider's reasonable costs of collection, including attorneys' fees.

Master Services Agreement · Proof Intelligence, LLC · Confidential — Page 3

4.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, excise, and similar taxes and duties, excluding taxes based on Provider's net income. If Provider is legally obligated to collect such taxes, they will be invoiced to Customer unless Customer provides a valid tax-exemption certificate.

4.6 Price Changes. Provider may change fees effective upon renewal by providing at least [30] days' notice before the end of the then-current term.

4.7 No Withholding. Except for amounts disputed in good faith and supported by reasonable documentation provided before the due date, Customer will not withhold, offset, or delay payment of any fees.

Term and Termination

5.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or terminated.

5.2 Subscription Term and Renewal. Each Order Form's subscription term ("Subscription Term") is as stated on that Order Form. Unless the Order Form states otherwise, each Subscription Term automatically renews for successive periods equal to the initial term unless either Party gives written notice of non-renewal at least 60 days before the end of the then-current term.

5.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches this Agreement and fails to cure the breach within 30 days after written notice (or [ten (10)] days for payment breaches).

5.4 Termination for Insolvency. Either Party may terminate immediately if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

5.5 Effect of Termination. Upon expiration or termination: (a) all rights granted to Customer under this Agreement immediately cease, and Customer will stop accessing the Services; (b) Customer will pay all fees accrued through the effective date of termination, and if Provider terminates for Customer's breach, all fees for the remainder of the then-current Subscription Term become immediately due; and (c) each Party will, upon request, return or destroy the other Party's Confidential Information, except as required for legal or backup purposes.

5.6 Data Export and Deletion. For [thirty (30)] days after termination, Provider will, upon Customer's written request, make Customer Data available for export in a commercially reasonable format, provided Customer's account is paid in full. After that period, Provider may delete Customer Data in the ordinary course, subject to Section 8.4 (Aggregated Data) and applicable backup/retention practices. Provider has no obligation to retain Customer Data thereafter.

5.7 Survival. Sections 1, 3.3, 4 (for amounts accrued), 5.5–5.7, 6, 7, 8, 9, 10, 11, and 12 survive termination.

Confidentiality

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should beunderstood to be confidential given its nature and the circumstances. Provider's Confidential Information includes the Services, Documentation, non-public features, pricing, and the results of any performance or security testing. Customer's Confidential Information includes non-aggregated Customer Data.

6.2 Obligations. The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to perform under this Agreement; (b) protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it except to its employees, Affiliates, advisors, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as this Section.

6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or legal process, provided it gives reasonable prior notice (where legally permitted) and cooperates in any effort to obtain protective treatment.

Intellectual Property

7.1 Provider IP. As between the Parties, Provider exclusively owns and retains all right, title, and interest in and to the Services, the HawkIQ platform and brand, the Documentation, all software, algorithms, models, data structures, user interfaces, methodologies, and know-how, and all Aggregated Data, together with all intellectual property rights therein and all modifications, improvements, and derivative works thereof. No rights are granted to Customer except the limited access rights expressly stated in this Agreement. Provider reserves all rights not expressly granted.

7.2 Customer Data Ownership. As between the Parties, Customer owns and retains all right, title, and interest in and to the Customer Data, subject to the licenses granted in Section 8.

7.3 Output. Subject to Customer's payment of fees and compliance with this Agreement, Provider grants Customer a non-exclusive, worldwide license to use the Output for Customer's internal business purposes during the Subscription Term. Provider retains ownership of the Services and any templates, models, and generative components used to create Output. Given the nature of generative AI, Output may not be unique, and similar Output may be generated for other customers; Customer will not assert any exclusivity over Output as against Provider or other customers.

7.4 Feedback. If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and incorporate the Feedback into the Services and Provider's business without restriction or obligation.

Data Rights and Protection

8.1 License to Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use the Customer Data as necessary to (a) provide,maintain, secure, and support the Services; (b) prevent or address technical or security issues; (c) comply with law; and (d) create Aggregated Data as permitted in Section 8.4.

8.2 Third-Party Data. The Services ingest data from Third-Party Services on Customer's behalf. Provider does not control and is not responsible for the accuracy, completeness, timeliness, or availability of data provided by Third-Party Services. Provider is not liable for any errors, delays, or interruptions caused by any Third-Party Service, or for any Third-Party Service changing, restricting, or terminating access.

8.3 Security. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data, consistent with the practices of similarly situated SaaS providers. Customer acknowledges that no method of transmission or storage is completely secure and that Provider does not warrant that the Services will be error-free or that security measures cannot be breached. A current list of Provider's subprocessors is available to Customer on request; Provider remains responsible for its subprocessors' performance of the obligations in this Section.

8.4 Aggregated and De-Identified Data. Provider may collect, generate, and use Aggregated Data for any lawful business purpose, including operating, improving, developing, and training the Services and its models, generating benchmarking and industry analytics, and creating new products and offerings. Provider owns all Aggregated Data. Provider will not disclose Aggregated Data in a form that identifies Customer or reveals Customer's specific confidential business information without Customer's consent. This Section survives termination.

8.5 Customer Data Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and of the means by which Customer acquired it. Provider may rely on Customer Data and Third-Party Service data as provided, without independent verification.

Warranties and Disclaimers

9.1 Mutual Warranties. Each Party warrants that it has the legal power and authority to enter into this Agreement.

9.2 Limited Provider Warranty. Provider warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation under normal use. Customer's exclusive remedy and Provider's entire liability for breach of this warranty is for Provider to use commercially reasonable efforts to correct the non-conformity or, if Provider cannot do so within a reasonable time, to terminate the affected Services and refund any prepaid, unused fees for the affected period. This warranty does not apply to issues caused by Beta Features, Third-Party Services, Customer Data, misuse, or use not in accordance with this Agreement or the Documentation.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE SERVICES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. PROVIDER MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY,OR COMPLETENESS OF ANY OUTPUT, ANALYTICS, PROJECTIONS, OR AI-GENERATED CONTENT, OR OF ANY DATA OBTAINED FROM THIRD-PARTY SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON THE SERVICES OR OUTPUT.

9.4 No Uptime or Support Commitment. Except as expressly stated in a separate written service-level agreement signed by both Parties, Provider makes no commitment regarding uptime, availability, or response times.

Indemnification

10.1 By Customer. Customer will defend, indemnify, and hold harmless Provider and its officers, members, employees, and agents from and against any third-party claims, and all resulting damages, losses, liabilities, settlements, and reasonable expenses (including attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that it infringes or misappropriates a third party's rights or violates applicable law; (b) Customer's connection or use of any Third-Party Service, or Customer's lack of authority to grant access to it; (c) Customer's breach of Section 3 (Customer Responsibilities), Section 8.5, or any representation or warranty in this Agreement; (d) Customer's violation of any alcoholic-beverage-control or other law applicable to Customer's business; or (e) Customer's or its Authorized Users' use of the Services or Output in violation of this Agreement or applicable law.

10.2 By Provider. Provider will defend Customer against any third-party claim that the Services, as provided by Provider and used in accordance with this Agreement, directly infringe a United States patent, registered copyright, or trademark, or misappropriate a trade secret, and will indemnify Customer for damages finally awarded or agreed in settlement, subject to the limitations in Section 11. Provider's obligations do not apply to claims arising from: (i) Customer Data or Third-Party Services; (ii) Beta Features or anything provided free of charge; (iii) modifications not made by Provider; (iv) combination of the Services with items not provided by Provider; or (v) use of the Services in violation of this Agreement. If the Services become, or Provider believes may become, the subject of an infringement claim, Provider may, at its option, procure the right for Customer to continue using the Services, modify or replace them to be non-infringing, or terminate the affected Services and refund any prepaid, unused fees. This Section 10.2 states Provider's entire liability and Customer's exclusive remedy for any claim of intellectual-property infringement.

10.3 Procedure. The indemnified Party will promptly notify the indemnifying Party of the claim, grant sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified Party is made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying Party's expense.

Limitation of Liability

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR INACCURACY OF DATA, IN EACH CASE ARISING OUT OF OR RELATING TO THISAGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.3 Exceptions. The exclusions and cap in Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations under Section 4; (b) Customer's breach of Section 3.4 (Acceptable Use) or infringement or misappropriation of Provider's intellectual property; (c) either Party's indemnification obligations under Section 10; or (d) a Party's liability for gross negligence, willful misconduct, or fraud, or any other liability that cannot be limited under applicable law.

11.4 Basis of the Bargain. The Parties agree that the limitations in this Section reflect an agreed allocation of risk and are an essential basis of the bargain, and will apply even if any limited remedy fails of its essential purpose.

General

12.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, and waive any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Dispute Resolution. The Parties will first attempt to resolve any dispute informally by good-faith negotiation between senior representatives for [thirty (30)] days. Any dispute not resolved will be finally settled by binding arbitration administered by [JAMS / AAA] under its commercial rules, seated in the State of Delaware, before one arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

12.3 Class-Action Waiver. To the extent permitted by law, each Party waives any right to participate in a class, collective, or representative action arising out of this Agreement.

12.4 Publicity. Provider may identify Customer as a customer and use Customer's name and logo in Provider's customer lists, website, and marketing materials, consistent with Customer's trademark usage guidelines if provided. Customer may revoke this permission on written notice, after which Provider will cease new uses within a reasonable time.

12.5 Insurance. Provider will maintain insurance in amounts consistent with a company of its size and stage, as reasonably available.

12.6 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or failures or restrictions of Third-Party Services, cloud providers, or telecommunications.

12.7 Subprocessors. Customer acknowledges and consents to Provider's use of the third-party subprocessors Provider uses to provide the Services (including cloud hosting, database, AI-model, and messaging providers), a current list of which Provider will make available to Customer on request. Provider may update its subprocessors and will maintain the current list in the Documentation or on request.

12.8 Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Provider's prior written consent. Provider may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. Any prohibited assignment is void. This Agreement binds and benefits the Parties' permitted successors and assigns.

12.9 Independent Contractors. The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship, and neither Party may bind the other.

12.10 Notices. Notices must be in writing and sent to the addresses on the Order Form (or, for Provider, to [legal@proofintelligence.org] with a copy to 600 Riomar Drive, STE 13, Vero Beach, Florida 32963). Notices are deemed given upon: personal delivery; confirmed email; one business day after deposit with a recognized overnight courier; or three business days after mailing by certified mail. Routine operational notices may be given via the Services or email.

12.11 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.12 Waiver and Severability. No waiver is effective unless in writing and signed. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

12.13 Equitable Relief. The Parties agree that a breach of Sections 3.4, 6, 7, or 8 may cause irreparable harm for which monetary damages are inadequate, and the non-breaching Party is entitled to seek injunctive relief without the necessity of posting a bond.

12.14 Export and Anti-Corruption. Each Party will comply with applicable export-control, sanctions, and anti- corruption laws. Customer will not use the Services in violation of any such laws or export, re-export, or make the Services available to any sanctioned party or embargoed jurisdiction.

12.15 Order of Precedence. In the event of a conflict, the following order of precedence applies: (1) the applicable Order Form (only for terms expressly stated to override this Agreement); (2) any signed Data Processing Addendum; (3) this Agreement; (4) the Documentation.

12.16 Entire Agreement; Amendments. This Agreement, together with all Order Forms, is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, whether written or oral. Any purchase-order or vendor-portal terms submitted by Customer are rejected and have no effect. Amendments must be in writing and signed by both Parties, except that Provider may update its subprocessor list and non-material operational terms with notice.

12.17 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and together constitute one instrument.