PLATFORM SERVICES AGREEMENT

Last Updated: July 10, 2026

This Platform Services Agreement (this "Agreement") is entered into between Tie QC, Inc., a Delaware corporation ("Tie" or "Company"), and the customer identified on the applicable Order Form ("Customer" or "you"). This Agreement governs Customer's access to and use of Tie's subscription services, including the Tie platform and any related applications, add-ins, or APIs (collectively, the "Platform" or "Subscription Services").

This Agreement takes effect on the date Customer accepts it by (a) executing an Order Form that references this Agreement, (b) clicking a box or link indicating acceptance, or (c) accessing or using the Services, whichever occurs first (the "Effective Date").

If Customer and Tie have entered into a separate, negotiated written agreement governing the Services, that negotiated agreement governs and controls to the extent of any conflict.

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below or as defined elsewhere in this Agreement:

"AI Learnings" means generalized learnings, models, weights, parameters, or improvements to the Services derived from Tie's processing of De-Identified Data.

"Authorized User" means an employee or contractor of Customer authorized to access and use the Services on Customer's behalf under a unique login.

"Customer Data" means any data, documents, files, content, or materials that Customer or its Authorized Users submit to, upload to, or generate through the Services, including any content contained in those materials.

"De-Identified Data" means Customer Data that has been aggregated and anonymized such that it cannot reasonably be used to identify Customer, any Authorized User, or any individual, and that does not include any Customer Data in identifiable form.

"Documentation" means Tie's then-current published user documentation for the Services.

"Order Form" means an ordering document executed by the Parties, or an online order flow completed by Customer, that references this Agreement and specifies the Services, subscription term, and fees.

"Outputs" means the results generated by the Services from processing Customer Data, including reports, flagged items, extracted metrics, and structured data.

"Services" means the Subscription Services, Professional Services (if any), and any other services Tie agrees to provide under an Order Form.

"Usage Data" means telemetry, logs, and technical data about the operation and use of the Services, excluding the contents of Customer Data and Outputs (other than in aggregated or anonymized form).

2. SERVICES

2.1 Subscription Services. Subject to the terms of this Agreement and the applicable Order Form, Tie will make the Subscription Services available to Customer on a non-exclusive, non-transferable basis for Customer's internal business purposes, in accordance with the Documentation. The Subscription Services provide automated quality-control review of financial and business documents, including document ingestion, extraction, structuring, and consistency checks.

2.2 Professional Services. From time to time, Customer may order, and Tie may agree to provide, consulting, implementation, training, or other professional services described in an Order Form or statement of work ("Professional Services"). Tie will perform Professional Services in a workmanlike manner using commercially reasonable efforts.

2.3 Authorized Users; Audit. Customer may authorize its employees or contractors to access the Services as Authorized Users. Each Authorized User must access the Services under a unique login and may not share credentials. Customer is responsible for its Authorized Users' compliance with this Agreement and for all activity that occurs under Customer's account. Tie may monitor usage to confirm compliance and, on at least ten (10) business days' prior written notice, may audit Customer's use of the Services no more than once per calendar year. If an audit reveals under-licensing, Customer will promptly pay any applicable fees.

2.4 Beta Features. The Services may include features labeled "alpha," "beta," "pilot," "preview," or similar ("Beta Features"). Beta Features are provided for evaluation purposes only, may be modified or discontinued at any time, and may contain errors. Notwithstanding anything to the contrary in this Agreement, Beta Features are provided "as is" without any warranty, and Tie has no liability arising from Customer's use of any Beta Feature.

2.5 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) make the Services available to any third party except as expressly permitted by this Agreement; (b) resell, rent, lease, or provide the Services on a time-sharing or service-bureau basis; (c) use the Services in a manner that threatens the integrity, performance, or availability of the Services or interferes with other customers; (d) attempt to gain unauthorized access to the Services or any data stored or processed by the Services; (e) reverse engineer, decompile, or disassemble the Services, except to the extent this restriction is prohibited by applicable law; (f) use the Services to develop, train, or improve a competing product or service; or (g) circumvent any access controls, usage limits, or security measures.

3. CUSTOMER DATA

3.1 Ownership; License to Tie. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Tie a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data solely to provide, maintain, secure, and improve the Services for Customer, generate Outputs, and perform support and abuse prevention. Customer is responsible for the accuracy of Customer Data and for obtaining any consents required for Tie to process it.

3.2 Outputs. As between the Parties, Customer owns Outputs to the extent they constitute Customer's proprietary content derived from Customer Data. Tie retains all right, title, and interest in and to the Services, including any generalized know-how, algorithms, models, and AI Learnings reflected in the Outputs. Customer is solely responsible for verifying Outputs and for any decisions made in reliance on Outputs.

3.3 AI Training; De-Identified Data. Tie will not use identifiable Customer Data to train, develop, or improve any artificial intelligence or machine learning models. Tie may create De-Identified Data from Customer Data and may use De-Identified Data to operate, analyze, improve, and develop the Services, including to train models. De-Identified Data and AI Learnings are Tie's property. Tie will not attempt to re-identify De-Identified Data and will not sell or license Customer Data in identifiable form to any third party.

3.4 Usage Data. Tie may collect and use Usage Data to operate, secure, analyze, and improve the Services. Aggregated or statistical analytics derived from Usage Data may be used and disclosed by Tie, provided they do not identify Customer or any Authorized User.

3.5 Data Residency. All Customer Data will be hosted and processed within the United States. Tie will not transfer Customer Data outside the United States without Customer's prior written consent.

4. SECURITY

4.1 Security Program. Tie will maintain a written information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. At a minimum, Tie will:

maintain SOC 2 Type II certification throughout the term of this Agreement;
require multi-factor authentication for all privileged access to systems that store or process Customer Data;
encrypt Customer Data in transit and at rest using industry-standard encryption;
operate a vulnerability management and security patching program;
conduct an independent penetration test at least annually; and
enforce role-based access controls and the principle of least privilege for personnel with access to Customer Data.

4.2 Security Reports. On written request no more than once per calendar year, Tie will provide Customer with a copy of its then-current SOC 2 Type II report and an executive summary of its most recent penetration test, subject to Customer's confidentiality obligations under this Agreement.

4.3 Security Incident Notification. Tie will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any confirmed unauthorized access to, or unauthorized use or disclosure of, Customer Data in Tie's possession or control (a "Security Incident"). Tie will investigate each Security Incident, take reasonable steps to mitigate its effects, and provide Customer with information reasonably necessary to meet Customer's notification obligations under applicable law.

4.4 Subprocessors. Tie may engage third-party subprocessors to process Customer Data solely to provide the Services. Tie remains responsible for its subprocessors' acts and omissions to the same extent as if performed by Tie. On written request, Tie will provide Customer with a list of its current subprocessors.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or by inspection of tangible objects, that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, Documentation, and Tie's non-public technical, business, and pricing information are Tie's Confidential Information.

5.2 Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care, and (c) limit access to Confidential Information to employees, contractors, and advisors with a need to know who are bound by written confidentiality obligations.

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

5.4 Compelled Disclosure; Permitted Disclosures. The Receiving Party may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, the Receiving Party promptly notifies the Disclosing Party and reasonably cooperates in any effort to obtain confidential treatment. Each Party may disclose this Agreement to its actual or prospective investors, acquirers, auditors, and legal or financial advisors who are bound by confidentiality obligations.

6. FEES AND PAYMENT

6.1 Fees. Customer will pay the fees specified in the applicable Order Form. Unless an Order Form states otherwise, subscription fees are invoiced in advance, and all fees are due within thirty (30) days after the invoice date. Fees are non-refundable and non-cancellable except as expressly stated in this Agreement.

6.2 Fee Increases. Fees may increase upon renewal, provided that Tie gives Customer at least sixty (60) days' written notice before the start of the applicable Renewal Term.

6.3 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, other than taxes based on Tie's net income. Customer is responsible for all such taxes associated with its purchases.

6.4 Late Payment. If Customer's account is more than thirty (30) days overdue, Tie may, on written notice and after failing to receive payment within ten (10) business days thereafter, suspend access to the Services until the overdue amount is paid.

7. WARRANTIES; DISCLAIMER

7.1 Limited Warranty. Tie represents and warrants that (a) it has sufficient right and authority to grant the licenses and rights granted under this Agreement, and (b) the Subscription Services will perform materially in accordance with the Documentation. Customer's sole remedy, and Tie's sole obligation, for breach of the warranty in clause (b) is for Tie to use commercially reasonable efforts to correct the non-conformity. If Tie fails to do so within a reasonable time and the non-conformity is material, Customer may terminate the affected Services and receive a pro rata refund of prepaid fees for the non-conforming Services not yet provided.

7.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7.1, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND NON-INTERFERENCE. TIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, LEGAL, ACCOUNTING, AUDIT, OR OTHER LICENSED SERVICES, OR FOR CUSTOMER'S INTERNAL CONTROLS, RISK MANAGEMENT, OR COMPLIANCE PROGRAMS.

8. INDEMNIFICATION

8.1 By Tie. Tie will defend Customer against any third-party claim, demand, suit, or proceeding alleging that (a) Customer's authorized use of the Services infringes or misappropriates a third party's intellectual property rights, or (b) Customer Data in Tie's possession or control has been subject to unauthorized access, use, or disclosure resulting from Tie's breach of its obligations under Section 4 (each, a "Claim Against Customer"), and will indemnify Customer for damages, attorneys' fees, and costs finally awarded against Customer, or agreed in a settlement approved by Tie in writing, in connection with such Claim Against Customer.

8.2 Mitigation; Exclusions. If the Services become, or in Tie's reasonable opinion are likely to become, the subject of a Claim Against Customer, Tie may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the affected Services so they are non-infringing while providing materially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services on written notice and refund any prepaid, unused fees for those Services. Tie has no obligation under this Section 8.1 to the extent a Claim Against Customer arises from: (i) Customer's use of the Services other than as authorized under this Agreement; (ii) modification of the Services by anyone other than Tie or its authorized agents; (iii) combination of the Services with products, services, or materials not provided by Tie, where the Claim would not have arisen but for the combination; or (iv) Customer Data.

8.3 By Customer. Customer will defend Tie and its officers, directors, employees, and agents against any third-party claim, demand, suit, or proceeding arising out of or relating to: (a) allegations that Customer Data infringes or misappropriates a third party's intellectual property rights; (b) Customer's violation of applicable law in connection with the Services; or (c) Customer's use of the Services in a prohibited manner, including using Outputs to mislead investors, regulators, lenders, counterparties, or clients (each, a "Claim Against Tie"), and will indemnify Tie for damages, attorneys' fees, and costs finally awarded against Tie, or agreed in a settlement approved by Customer in writing.

8.4 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the Claim (provided that a failure to give prompt notice will relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the Claim, except that the indemnifying Party may not settle any Claim in a manner that imposes a non-monetary obligation on, or admits fault by, the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld; and (c) provide the indemnifying Party with reasonable cooperation, information, and assistance.

8.5 Exclusive Remedy. This Section 8 states the indemnifying Party's entire liability and the indemnified Party's sole and exclusive remedy for the claims described in this Section.

9. LIMITATION OF LIABILITY

9.1 NO INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 LIABILITY CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TIE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE "CAP"). IF NO FEES HAVE BEEN PAID (E.G., DURING AN UNPAID PILOT OR EVALUATION), THE CAP IS ONE HUNDRED DOLLARS ($100).

9.3 EXCEPTIONS. THE LIMITATIONS IN SECTIONS 9.1 AND 9.2 DO NOT APPLY TO: (A) A PARTY'S WILLFUL MISCONDUCT OR FRAUD; (B) UNAUTHORIZED USE, ACCESS, OR DISCLOSURE OF A PARTY'S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION; (C) CUSTOMER'S OBLIGATION TO PAY FEES OWED UNDER THIS AGREEMENT; OR (D) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, PROVIDED THAT TIE'S AGGREGATE LIABILITY UNDER SECTION 8.1 WILL NOT EXCEED TWO TIMES (2X) THE CAP.

9.4 APPLICATION. THE LIMITATIONS IN THIS SECTION 9 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. TERM AND TERMINATION

10.1 Term; Renewal. This Agreement begins on the Effective Date and continues for the initial subscription term specified in the Order Form ("Initial Term"). If no Initial Term is specified, the Initial Term is one (1) year. Unless the Order Form states otherwise, the Initial Term will automatically renew for successive terms equal in length to the Initial Term (each a "Renewal Term," together with the Initial Term, the "Term"), unless either Party gives the other Party written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.2 Termination for Cause. Either Party may terminate this Agreement for the other Party's material breach that remains uncured thirty (30) days after written notice of the breach, except that non-payment and violations of Section 2.5 (Restrictions) are subject to a shorter cure period as expressly provided in this Agreement or, if none is stated, ten (10) days.

10.3 Effect of Termination. On termination or expiration of this Agreement: (a) Customer will stop using the Services; (b) each Party will return or destroy the other Party's Confidential Information in its possession or control, other than routine backups that will be deleted in accordance with the Receiving Party's standard retention practices; (c) Customer will pay any fees accrued through the effective date of termination; and (d) if Customer terminates for Tie's uncured material breach under Section 10.2, Tie will refund any prepaid, unused fees for the terminated portion of the Term.

10.4 Data Return. Following termination, Tie will make Customer Data available for export for thirty (30) days using functionality made available through the Services or upon written request. After that period, Tie may delete Customer Data, subject to Section 4 (Security) and to any legal hold or retention obligation.

10.5 Survival. The following Sections survive termination or expiration of this Agreement: 1 (Definitions), 3.2 (Outputs, as to ownership), 3.3 (AI Training; De-Identified Data), 5 (Confidentiality, for three years), 6 (as to accrued fees), 7.2 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.3–10.5, and 12 (General).

11. CHANGES TO THE AGREEMENT

Tie may modify this Agreement from time to time. Tie will provide Customer with at least thirty (30) days' advance written notice of any material change (which may be given by email or through the Services). If Customer objects to a material change in writing before the change takes effect, the terms of this Agreement in effect before the change will continue to govern through the end of the then-current Term, after which the modified terms will apply or Customer may terminate the Agreement effective at the end of the then-current Term. Non-material changes may be posted by Tie without notice.

12. GENERAL

12.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

12.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent (not to be unreasonably withheld), except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business, provided that the assignee agrees in writing to be bound by this Agreement. Any purported assignment in violation of this Section is void.

12.3 Entire Agreement; Order of Precedence. This Agreement, together with each Order Form, is the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals, marketing materials, and communications. In the event of any conflict, the following order of precedence controls: (a) the applicable Order Form; (b) this Agreement; and (c) any incorporated policy or terms of service (which apply only to the extent they address matters not covered by this Agreement).

12.4 Waiver; Amendment. No waiver of any breach or default under this Agreement is effective unless in writing and signed by an authorized representative of the waiving Party, and no such waiver is a waiver of any subsequent breach. This Agreement may not be modified except in a writing signed by both Parties, other than as expressly provided in Section 11.

12.5 Severability. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions will remain in full force and effect.

12.6 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods and any state enactment of the Uniform Computer Information Transactions Act. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Delaware, and each Party consents to the personal jurisdiction and venue of those courts.

12.7 Force Majeure. Except with respect to payment obligations, neither Party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, epidemics or pandemics, and failures of the Internet or third-party infrastructure not within the non-performing Party's control.

12.8 Notices. Notices under this Agreement must be in writing and will be effective when delivered by email (with confirmation of receipt other than an automated reply) or by nationally recognized overnight courier. Notices to Tie must be sent to legal@tieqc.io. Notices to Customer will be sent to the primary contact designated in the Order Form.

12.9 Publicity. Customer authorizes Tie to identify Customer as a customer of Tie, including by using Customer's name and logo in routine customer lists on Tie's website and marketing materials. Any other use of Customer's name, logo, or trademarks requires Customer's prior written consent.

12.10 No Exclusivity. The terms of this Agreement do not constitute an exclusive commitment by either Party, and each Party may pursue similar activities or relationships with third parties.