By indicating your agreement to these Terms — for example, by checking a box stating that you agree to these Terms, clicking a button to accept them, or otherwise signifying your acceptance electronically — you accept these Terms in your individual capacity, and on behalf of any company you represent, and agree to be legally bound by them. The date you indicate your agreement is the "Effective Date" of this Agreement between you (and your company, if applicable) ("you" or "your") and The Ownly Group, LLC, Ownly Connect, LLC, Ensemble Edge AI, LLC, and RM Financial, LLC d/b/a Ownly Capital (collectively, "Ownly," "we," "us," or "our"). These Terms create a mutual confidentiality and non-circumvention agreement between you and Ownly. Each of us is a "party" and together we are the "parties." When one party shares information, that party is the "Disclosing Party" and the other party is the "Receiving Party." 1. PURPOSE The parties wish to explore a potential business opportunity of mutual interest involving potential investment opportunities (the "Purpose"). In connection with the Purpose, each party may share certain confidential technical and business information that the Disclosing Party wants to keep confidential. 2. CONFIDENTIAL INFORMATION "Confidential Information" means any information disclosed by one party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects, that is either: (a) identified by the Disclosing Party as confidential or proprietary; or (b) reasonably appears to be confidential or proprietary based on legends or markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information also includes confidential or proprietary information that the Disclosing Party has received from a third party. 3. EXCEPTIONS Confidential Information does not include any information that: (a) is or becomes generally known or publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession without restriction before disclosure, as shown by the Receiving Party's records; (c) is received by the Receiving Party without restriction from a third party who is authorized to share it; or (d) is independently developed by the Receiving Party without using or referencing the Disclosing Party's Confidential Information, as shown by the Receiving Party's documents or other evidence. 4. PERMITTED USE The Receiving Party may use the Disclosing Party's Confidential Information only in connection with the Purpose and for the mutual benefit of both parties. The Receiving Party will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that contain the Disclosing Party's Confidential Information without the Disclosing Party's written consent. If applicable law does not permit this restriction, the Receiving Party will give the Disclosing Party advance written notice and a reasonable opportunity to provide any required interface information before doing so. Neither party will copy the other party's Confidential Information without prior written approval, and any approved copies must reproduce the original proprietary and confidentiality notices. 5. MAINTAINING CONFIDENTIALITY The Receiving Party will protect the Disclosing Party's Confidential Information using at least the same level of care it uses for its own confidential and proprietary information, and in no event less than a reasonable level of care. The Receiving Party will not disclose Confidential Information to any third party, except to its employees and subcontractors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as these Terms. 6. DISCLOSURE REQUIRED BY LAW If the Receiving Party is required by law, subpoena, or court or governmental order to disclose any of the Disclosing Party's Confidential Information, it will promptly notify the Disclosing Party in writing so the Disclosing Party can seek a protective order or other appropriate relief. The Receiving Party will cooperate with these efforts. If disclosure is still required, the Receiving Party will disclose only the portion legally required and will use reasonable efforts to obtain confidential treatment for it. 7. DURATION OF PROTECTION The Receiving Party's obligations to protect Confidential Information continue until the information is no longer Confidential Information under Section 3. 8. TERM These Terms are effective on the Effective Date and remain in effect for two (2) years. After expiration or termination, the provisions of these Terms will survive to the extent necessary to protect Confidential Information exchanged during the term, as described in Section 7. For any new investment opportunity made available by a Disclosing Party (a "Covered Opportunity"), the confidentiality obligations under these Terms will reactivate and extend for two (2) years from the date the Covered Opportunity is first made available to the Receiving Party. A Covered Opportunity is "made available" when the Disclosing Party introduces, identifies, describes, or provides access to the opportunity through any means, including in writing, by email, by phone or video call, in person, by granting access to a data room, deal site, online portal, or other electronic resource, or by sharing a link, login credentials, or invitation to any of the foregoing. The Receiving Party's access to or review of materials related to a Covered Opportunity (whether or not the Receiving Party downloads, retains, or further reviews them) is sufficient to trigger the obligations under these Terms. 9. NON-CIRCUMVENTION For one (1) year following the date a Covered Opportunity is first made available to the Receiving Party by Ownly, the Receiving Party will not directly pursue, negotiate, or attempt to enter into any transaction related to that Covered Opportunity without Ownly's prior written consent. Each new Covered Opportunity made available during the term triggers a new one-year non-circumvention period from the date it is first made available. 10. NO OBLIGATION Nothing in these Terms obligates either party to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or products, or to enter into any other business transaction. Either party may terminate discussions about the Purpose at any time, in its sole discretion. 11. OWNERSHIP AND NO LICENSE All Confidential Information remains the sole property of the Disclosing Party. These Terms do not grant either party any rights under the other party's patents, copyrights, trademarks, or other intellectual property, except as expressly set out here. 12. NO WARRANTY ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION. EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 13. RETURN OF MATERIALS On request, the Receiving Party will promptly return all documents and other tangible items containing the Disclosing Party's Confidential Information, along with any copies in the Receiving Party's possession. 14. NO EXPORT Neither party will export, directly or indirectly, any technical data received under these Terms, or any product using that data, to any country requiring an export license or other government approval, without first obtaining the required license or approval. 15. REMEDIES Each party agrees that the obligations in these Terms are reasonable and necessary to protect the Disclosing Party and its business, and that monetary damages would be inadequate for a breach. Each party acknowledges that any breach or threatened breach will cause irreparable injury to the Disclosing Party. In addition to any other available remedies at law or in equity, the Disclosing Party is entitled to seek injunctive relief without having to prove actual damages or post a bond. 16. ELECTRONIC SIGNATURE AND COMMUNICATIONS CONSENT By accepting these Terms, you consent to do business with us electronically. Your electronic acceptance — including by checking a box, clicking a button, or otherwise indicating your agreement electronically — is your electronic signature and has the same legal effect as a handwritten signature. You also consent to receive all disclosures, notices, agreements, and other communications related to these Terms electronically. We may deliver them through our website, by email, or by other electronic means. You may withdraw your consent to electronic communications at any time by emailing info@ownly.com, though doing so may end our discussions about the Purpose. 17. AUTHORITY If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and references to "you" include that entity. 18. CHANGES TO THESE TERMS We may update these Terms from time to time. If we make material changes, we will post the updated Terms on our website and update the "Last updated" date above. Changes apply only to Confidential Information disclosed after the updated Terms take effect; Confidential Information disclosed before that remains protected under the Terms in effect at the time of disclosure. 19. MISCELLANEOUS These Terms are governed by the laws of the State of Texas, without regard to conflict of laws principles. Any lawsuit to enforce these Terms must be brought exclusively in Travis County, Texas, and the parties submit to the personal jurisdiction of those courts and waive any objection to venue. These Terms are the entire agreement between the parties on this subject. A failure to enforce any provision is not a waiver of that provision or any other. These Terms can only be amended, and obligations waived, in writing signed by both parties (with electronic acceptance counting as a signature). If any provision is found void or unenforceable, the remaining provisions will remain in full force as if the void provision were absent. Neither party may assign these Terms without the other party's written consent, and any prohibited assignment is void; provided that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, except where the proposed assignee is a competitor of the other party. These Terms bind and benefit the parties and their successors and permitted assigns. 20. CONTACT INFORMATION The Ownly Group, LLC (on behalf of Ownly) 111 Sandra Muraida Way, Suite 100 Austin, TX 78703 Email: info@ownly.com By indicating your agreement to these Terms, you confirm that you have read, understood, and agree to be bound by them.