Service Description – Globe Newswire

Digital Media Innovations, LLC or its Affiliate(s) (“Notified”) will provide the Services set forth in the applicable Order Form and as provided therein and in accordance with this Service Description. Capitalized terms used in this Service Description not otherwise defined herein shall have the definitions specified in the Order Form. In case of conflict between this Service Description and the Order Form, the Order Form shall control.

GlobeNewswire

1. Notified grants Customer the limited right to publish and distribute regulatory filings, news releases and associated multimedia content originating from the Customer (collectively, the “Releases”) over Notified’s news distribution platforms specified in the Order Form (“Distribution Service”).

2. Customer may (a) prepare and distribute Releases directly through the Distribution Service (the “Self-Service Offering”) or (b) send its Releases as source documents (Microsoft® Word®, Excel®, etc.) to Notified so Notified may prepare and distribute the Release on behalf of the Customer (the “Full-Service Offering”). Releases must be submitted to Notified through the Distribution Service and Notified is not obligated to distribute or publish Releases received by any other means. All Releases are hosted on the Distribution Service indefinitely. The terms and conditions of the Agreement related to such Releases shall survive as long as Customer’s Releases are hosted on the Distribution Service. All content submitted by Customer must contain a clearly identifiable source, including contact information such as a phone number or email address. The source indicates the entity or individual that is responsible for the content and cannot be the name of an agency issuing news on behalf of the Customer.

3. Customer hereby grants Notified and its affiliates a perpetual, non-exclusive, royalty-free, worldwide, sub-licensable right and license to use, distribute, redistribute, store and display any Releases, including in compilations and news feeds only in connection with the provision of Distribution Services:

i. in Notified’s and its affiliates’ services, including Notified’s and its affiliates’ hosted web pages; and

ii. via third-party distribution channels.

4. Customer represents and warrants that it (a) shall comply with the terms of the MSA and this Order Form, all laws, rules, regulations or other legal or fiduciary obligations while using the Distribution Services, (b) shall comply with all applicable restrictions and/or requirements relating to the marketing of cyrpto derivatives, including, but not limited to, those set out by the United Kingdom’s Financial Conduct Authority, (c) has the legal right and authority to use, and to authorize Notified to use, distribute, redistribute, transmit, store and display any content comprising the Releases or other communications on its behalf to Customer’s requested recipients (e.g., has obtained prior opt-in consent from the recipients where required by law), (d) shall not transmit, or submit to Notified for transmission, any communication that violates any law, rule, or regulation, including without limitation applicable email spam regulations or export regulations, (e) shall not violate any third-party rights in using the Distribution Services, and (f) shall not use the Distribution Services in any way that damages Notified’s property or interferes with or disrupts Notified’s systems or other Distribution Service users. Customer agrees that it is solely responsible for the validity, accuracy and completeness of the Releases. Customer acknowledges and agrees that Notified does not and has no obligation to control or monitor Releases nor guarantee the accuracy, integrity, security or quality of any Release.

5. Notified has the right, but not the obligation, to refuse to publish or distribute any Release that reasonably appears to Notified to be defamatory, obscene, false, misleading, unlawful, exploitative, harmful, threatening,abusive, harassing, tortious,vulgar, obscene,libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in Notified’s sole judgment)(“Objectionable Content”). In the event that Notified, a distribution partner, legal authority or regulator rejects a Release,Customer may, at its sole discretion,choose to modify the Release soasto remedy any such rejection,and resubmit the content as a new or updated Release.

6 .1 Customer further agrees not tousethe Distribution Service to:

i. disseminate any unsolicited or unauthorized advertising, promotional materials,Objectionable Content, spam, junk mail, chain letters, pyramid schemes, requests for personally identifiable information, any other form of solicitation, or any other content or communication that does not constitute a Release;

ii. reference another company’s stock symbol or other securities identifier for the sole purpose of gaining additional exposure for Customer’s Release;

iii. transmit or otherwise make available any Releases that infringes any patent,trademark,trade secret, copyright or other proprietary rights of any party;

iv. upload, post, email, or transmit the same message,URL, or post multiple times;

v. impersonate any person or entity, or company including, but not limited to, aNotifiedofficial, forum leader, guide or host, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity;

vi. post or transmit any file which contains viruses, worms or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Distribution Service or any third party;or

vii. use or attempt to use any agent, engine, software, or other mechanism (including without limitation ‘spiders’ or ‘bots’) to navigate or search the Distribution Service or to gather or extract data from the Distribution Service (other than the search engines and search agents provided as part of the Distribution Service and generally available third-party web browsers).

6.2 Customer further agrees that the Distribution Service and Content may be subject to usage limits, including, for example, quantities or advertorial content as specified in Order Forms.

7. If Notified determines that Customer has violated any provision of Sections 4, 5 or 6 above, Notified may suspend or terminate access to the Distribution Service immediately without notice and without liability. Consistent with the foregoing,Notified has adopted and implemented a Digital Millennium Copyright Act (DMCA) repeat infringer policy; perth is policy, Notifiedmay, in appropriate circumstances and if it is determined that Customer is a repeat copyright infringer,terminate Customer’s access to the Distribution Service. Additionally, Notified may suspend or terminate access to the Distribution Service at any time if instructed to do so by any legal authority or regulator. Notified shall make commercially reasonable efforts to notify Customer promptly of any such suspension or termination.

8. Customer shall provide Notified with the identity of authorized users entitled to publish Releases by completing the required authorization forms. In addition, Customer shall promptly notify Notified of any changes to authorized users. Customer shall remain the data controller/owner of such information about authorized users and Notified shall only process such data in accordance with Customer’s instructions (as set out in the terms of the Agreement, any applicable Order Form,service description, product notes, Customer’s instructions) or as otherwise required by applicable law.

9. Except for Customers receiving an Agency Option as described below in Section 16, Customer may not resell Notified’s Distribution Service, whether as part of Customer’s commercial operations or otherwise.

10. Customer may cancel or postpone any scheduled Release directly through the Distribution Service. Notified disclaims any and all liability for any damage arising out of Customer’s cancellation or postponement of any such Release.

11. In addition to the indemnification in the MSA, Customer agrees to defend, indemnify and hold harmless Notified, its affiliates, any distribution partner, and their respective employees, officers, directors, third-party providers and other agents (“Notified Indemnitees”), from any third party claim against such indemnified party arising from or relating to Notified’s use, storage, publication, distribution, redistribution, or display of any Release or any other content provided by Customer, or otherwise arising from Customer’s use of the Distribution Service (except to the extent Notified is required to indemnify the claim under the MSA). Any limitations of liability and exclusions of damages set forth in the MSA shall not apply to Customer’s obligations under this Section 11. Each Notified Indemnitee is a third party beneficiary of this Section 11 and may enforce it directly against Customer.

12. If the Order Form identifies a specific quantity of Releases or other services to be included in the Service Fees, each Release or other service usage in excess of the specified quantity will incur an additional charge as either (a) specified in the Order Form or (b) at the prevailing list price. Any orders made by Self- Service Offering Customers via the Distribution Service for additional services shall be subject to the terms of the MSA and this Order Form. For the avoidance of doubt, Self-Service Offering Customers may incur additional fees if they submit a Release via the Full-Service Offering.

13. Notwithstanding anything to the contrary in the MSA, the terms of this Order Form shall prevail over any conflicting terms of the MSA.

14. Customer may be presented, via the Distribution Services, with the option of ordering translations of Releases into other languages. Such translations (the “Translations”) will be performed by third-party service providers (the “Translation Vendors”) engaged by Notified. As between Customer, Notified, and the Translation Vendors, Customer shall own all right, title, and interest, including all associated copyright rights, in the Translations. To the extent that Notified possesses any right, title, or interest in the Translations, Notified hereby assigns such right, title, or interest to Customer. Notified shall ensure that agreements between Notified and the Translation Vendors include any further assignment provisions necessary to perfect Customer’s ownership in the Translations.

15. Notified may change the platform from which it delivers the Distribution Service, as long as Notified provides Customer with sufficient time to onboard to the new platform (at least sixty (60) days following notification from Notified of the need to migrate to a new platform).

16. Specificities to Agency Option: Notwithstanding anything to the contrary in the Agreement, the Agency Option grants Customer the limited right (i) to publish and distribute Releases on the Distribution Service on behalf of their customers (“Agency Customers”); (ii) to request the creation of Agency Customer user accounts associated with Customer; (iii) create and administer Agency Customer distribution lists; and (iv) request the set up third of party payor arrangements with Agency Customers. Customer shall remain liable under this Order Form and the Agreement for any liability resulting from or related to Agency Customer Releases or Agency Customer’s use of the Distribution Service. For the sake of clarify, if no third-party payor arrangement is established, Customer shall remain liable for all Service Fees related to Distribution Services delivered pursuant to this Order Form.

Additional GlobeNewswire terms, as applicable.

In the event that Customer purchases Influencers, the following terms shall apply:

1. Notified grants Customer the limited right to research, discover and engage with traditional and social media influencers via Notified social media search service specified in the Order Form (“Influencers Service”).

2. During use of the Influencers Service, links are made available (including via application programming interfaces) to web pages or services that are not owned or controlled by Notified (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., user name, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images available on the Internet) which is displayed within the Influencers Service and which Customer may have access to as part of, or through use of, the Influencers Service.

3. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Notified shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third-Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Notified does not endorse any sites on the Internet that are linked through the Influencers Service.

4. Where Customer instructs Notified to distribute, redistribute, or otherwise transmit Releases or other communications to Customer’s requested recipients (e.g., users of Third Party Webpages), Customer represents that it has the legal right and authority to authorize Notified to distribute, redistribute, or otherwise transmit Releases or other communications on its behalf to Customer’s requested recipients (e.g., has obtained prior opt-in consent from the recipients where required by law).

In the event that Customer purchases Campaign Analytics, the following terms shall apply:

1. Notified grants Customer the limited right to research and discover with traditional and social media via Notified analytics service specified in the Order Form (“Analytics Service”).

2. During use of the Analytics Service, links are made available (including via application programming interfaces) to web pages or services that are not owned or controlled by Notified (“Third Party Webpages”). “Third Party Content” means any information from the Third-Party Webpages and other third parties and social media service providers (such as user information (e.g., user name, contact information), data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images available on the Internet) which is displayed within the Analytics Service and which Customer may have access to as part of, or through use of, the Analytics Service.

3. Customer’s links to, use of, and/or interactions with Third Party Webpages and/or Third-Party Content, including, but not limited to, for use in communications with users of Third Party Webpages, are strictly between Customer and the applicable third party in all respects, including, without limitation, compliance with such applicable third party’s terms of use and privacy policies. Notified shall have no liability, obligation, or responsibility for any such Third-Party Webpages and/or Third Party Content or activities by Customer and its users relating thereto, or products, services or promotions available on or through such Third Party Webpages. Notified does not endorse any sites on the Internet that are linked through the Analytics Service.

In the event that Customer purchases Media Profiles, the following terms shall apply:

1. When processing personal data in the media contacts database, Notified shall be the data controller and Customer shall be the data processor. Processing of such personal data may take place only in accordance with Notified’s instructions. Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

2. Customer and/or authorized users of Notified’s media contacts database may not distribute internally or redistribute externally any portion of it.

3. Customer and/or authorized users may not (i) copy Notified’s media contacts database or elements thereof, (ii) alter, modify, or adapt it, including but not limited to, translating, decompiling, disassembling, distributing or creating derivative works or (iii) make it available to third parties for any use by loan, rental, sublicense, service bureau, time sharing or similar arrangement.

4. Notwithstanding the restrictions set out in Section 2 and 3 above, authorized users of Notified’s media contacts database shall be permitted, on an irregular and non-systematic basis, to distribute internally and redistribute externally small portions of the information contained in the media contacts database. The amount of such information distributed or redistributed shall be insubstantial in nature in comparison with the media contacts database from which such information is extracted, and is limited to one percent (1%) of the information provided in such Service. Any distribution or redistribution exceeding this insubstantial fraction (1%) shall require further written permission from Notified.

5. Upon termination of the Agreement or this Service Order, with respect to Notified’s media contacts database, Customer will (i) cease all further use of it, and (ii) return or destroy all originals and copies thereof.

6. Notified shall issue to each authorized user of Notified’s media monitoring product a confidential access code for authorized use and access to such Service. Such passwords may only be used by one individual and not be (i) shared with any other employees of Customer or (ii) used concurrently by multiple users.

7. By uploading contacts who are Canadian residents, Customer represents and warrants that it has obtained valid express consent, a permitted form of implied consent or is relying on an exemption or exception from consent requirements under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23).

8. Customers shall not exceed 100,000 profile downloads per each term of the Order Form.

9. Customers shall not exceed 10,000 distribution points per each term of the Order Form unless otherwise purchased by Customer.

10. Customer shall take all reasonable steps to ensure that all its agents, partners and sub-contractors comply with the provisions set out above whenever they are processing personal data in Notified media contacts database as part of this Agreement.

11. In addition to the indemnification in the Agreement, Customer also agrees to defend, indemnify and hold harmless Notified from any third party claim against Notified arising from Customer’s use of any personal data supplied by Notified.

In the event that Customer purchases EDGAR XBRL, the following terms shall apply:

1 . To the extent possible, initial documents sent to Notified for conversion to EDGAR and XBRL in Microsoft Word format, and, as applicable, supply Microsoft Excel versions of financial tables and schedules (“Customer Documents”).

2. Customer’s Documents will be submitted to Notified through the “upload” option available on GlobeNewswire’s Customer Service Center (“CSC”). All revisions/edits/alterations will also be submitted through the CSC.

3. Customers shall be responsible for compliance with all SEC regulations and requirements for public companies as defined in Final Rules Release 33-9002, which is available at: http://www.sec.gov/rules/final/2009/33-9002.pdf.

4. Notified will be available for consultation regarding matters related to posting Customer Documents on Customer’s website, but will not be responsible for hosting or maintaining any portion of Customer’s website.

5. In order for Notified to meet its obligations, Customer shall provide Notified with the minimum time required to convert each Customer Document into the XBRL format.

6. It is understood by both Customer and Notified that SEC filings are time-sensitive and that EDGAR documents can be converted, proofed, edited, revised and filed more quickly than XBRL documents. Customer acknowledges that certain deadlines for changes and edits to Customer Documents must be met by Customer to ensure timely filing.

7. As to XBRL Services Provided by Notified:

a. All Customer documents and markups of Customer Documents will be maintained by Notified for the Initial Term and any Renewal Term.

b. Create XBRL templates for the financial statements and tag financial statements with appropriate elements.

c. Create an XBRL template for detailed-tagging of the notes to financial statements of Customer’s required XBRL filing.

d. Assist with internal review of the elements.

e. Create instance documents for three quarterly and one annual XBRL filings per filing year.

f. Validate the instance documents for completeness and accuracy of the elements and calculations based on the XBRL specifications.

g. Ensure documents are submitted properly to the SEC EDGAR system.

h. Rolling forward of tagging elements and templates from quarter to quarter.

8. Timeline / Deadlines. The following sets forth the timeline and “deadlines” leading up to an official, live filing of an XBRL instance document, attached to a traditional (HTML) EDGAR filing with the U.S. Securities and Exchange Commission on forms 10-Q and 10-K for U.S. domestic filers; 20-F or 40-F for foreign private issuers. Customer is responsible for meeting these deadlines in order to ensure a timely filing with the SEC.

Deadline – Time before official filing:

a. Ten business days before official filing, Customer will deliver to Notified most up-to-date draft financial statements and footnotes (in Microsoft Word and Excel format), For example, Notified must receive Customer Content by early Monday morning for a live filing by 5:30 p.m. ET on the Friday of the following week. XBRL instances documents will be returned to Customer within seventy-two hours after receipt of Customer Content.

b. Five business days before official filing, Customer will deliver to Notified an EDGAR-ready set of Customer Content (in Microsoft Word and Excel format) representing the entire filing. For example, Notified must receive Customer Content by Monday morning for live filing by 5:30 p.m. ET on Friday. XBRL instances documents will be returned to Customer within twenty-four hours after receipt of Customer Content.

Deadline - Live Filing Preparation and Review Period:

a. Twenty-four business hours before official filing, Customer will deliver to Notified the final set of structural changes to XBRL related documents, including XBRL element extensions, definition changes, or any additions or deletions of the items within those financial statements or footnotes required to be tagged. For example, Notified must receive Customer Content by 5:30 p.m. ET for a live filing by 5:30 p.m. ET on the next business day.

b. Ten business hours before official filing, Customer will deliver to Notified the final set of numerical changes to XBRL related documents, including amounts, numbers, dates and any related concept appearing within those financial statements or footnotes required to be tagged. For example, Notified must receive Customer Content by 7:30 a.m. ET for a live filing by 5:30 p.m. ET on the same business day.

c. Two business hours before official filing, Customer will provide final approval of all XBRL files (review of rendering) in order to provide sufficient time to attach the XBRL to the traditional filing.. For example, Notified must receive Customer Content by 3:30 p.m. ET for a live filing by 5:30 p.m. ET on the same business day.

9. Notified is not responsible for proof-reading or double-checking Customer’s specific data or calculations within the Customer Documents. Any inaccuracies in data provided by Customer for use in EDGAR Filings are the sole responsibility of Customer. Should any inaccuracies be found before, during or after filing with the SEC it will be the responsibility of the Customer to inform Notified of such inaccuracies and make arrangements for any correction or additional filings that may be required and such corrections and/or filings may be subject to an additional fee.

In the event that Customer purchases SEDAR, the following terms shall apply:

1. Customers shall be responsible for compliance with all Canadian Securities Administrators (“CSA”) regulations and requirements.

2. It is understood by both Customer and Notified that SEDAR filings are time-sensitive and that Release editing and conversation takes time. Customer acknowledges that certain deadlines for changes and edits to Releases must be met by Customer to ensure timely filing including SEDAR operational hours. Processing lead times may change from time to time.

3. Customer acknowledges and consents that CSA and their licensees may reproduce and distribute Releases, in whole or in part, in the SEDAR database.

4. Customer is solely responsible for the calculation and payment of fees to CSA (“Commission Fees”), for the timely filing of Commission Fees, and for any late payment penalty if Commission Fees are not paid on time.

5. Notified provides an online Commission Fee calculation tool (“Fee Calculation Service”). If Customer chooses to use the Fee Calculation Service, Customer remains solely responsible for ensuring the Commission Fees are accurately calculated and represented, including any required Alberta and/or Ontario Participation Fees.

6. If Customer so requests, Notified will transfer Commission Fees to SEDAR on its behalf. All such fees must be pre-paid to Notified at least two (2) business days before the filing of the document(s) to SEDAR that requires such fees (e.g., an Annual Report).

7. All Commission Fees are quoted in Canadian Dollars (“CAD”) and must be paid to Notified in CAD.

Terms & Conditions

Invoicing. Payment terms shall be as set forth in the Agreement. The applicable currency will be stated in the Order Form. Unless specified otherwise in the Order Form, Notified shall bill for the Services in advance. If Customer uses features not listed in the Order Form, Customer will be charged for such features as provided for in the Agreement. In the event that the Services provided under the Order Form remain active beyond the end of the Order Form Term and Customer uses the Services after such time, Customer shall pay Notified the monthly subscription costs set forth herein for any month (or portion thereof) during which Customer uses the Services beyond the Order Form Term. In addition to the rates for the Services listed in the Order Form, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer’s invoice. Notified will assess any applicable fees, duties, tolls, administrative assessments, surcharges, or taxes, based on the geographic location of the billing address of the billing contact in the Notified billing system. Should Notified not have an address for the billing contact, then fees, duties, tolls, administrative assessments, surcharges, or taxes will be applied based on the geographic location provided at the account level in the Notified billing system. In the event Customer is required by law to make any deductions or to withhold from Customer’s payment to Notified, Customer shall pay Notified such additional amounts so that the net amount Notified receives from Customer is equal to the full amount for the charges which Notified would have received from Customer had such withholding not been made.

Pricing. Notified shall not increase the prices for Services purchased as part of a committed, annual subscription during the initial term of any Order Form. Thereafter, Notified may, effective on the first day of January each year adjust, or change the basis for calculating any Service Fees on not less than ninety (90) days’ prior notice to the Client. Any rate modification will not be applied to the applicable Services until the Order Form’s next renewal date, unless otherwise specified in the notice of pricing adjustment. Customer may cancel the relevant Service if Notified increases its Service Fees for such Service by more than ten percent (10%) in any year; provided that, for Customer to exercise this right to cancel or otherwise dispute the rate increase, Customer must notify Notified in writing within thirty (30) days of the date of Notified’s increase notice. The relevant Service shall then be cancelled from the date on which the Service Fees would have increased.

CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTIFIED IS PROVIDING TECHNOLOGY AND FILING SERVICES ONLY, AND CUSTOMER IS AND SHALL REMAIN SOLELY RESPONSIBLE AND LIABLE FOR ITS OWN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS, SEC RULES OR SELF-REGULATORY ORGANIZATION / EXCHANGE RULES OR REGULATIONS (TOGETHER, “SECURITIES LAWS”). NOTIFIED DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR CUSTOMER’S COMPLIANCE OR NON-COMPLIANCE WITH SECURITIES LAWS.

Exclusive Remedy. In the event Notified breaches any of its obligations under this Order Form, the Customer’s sole and exclusive remedy, and Notified’s sole and exclusive liability shall be for Customer to terminate this Order Form.

Termination/Suspension of XBRL Service. In addition to the rights set forth in the MSA, and with sixty (60) days notice to the Customer, to the extent practicable, Notified may terminate this SO or suspend the XBRL Service in the event that its agreement with the third-party service vendor is terminated.

APPLICABLE TO CANADIAN CUSTOMERS ONLY: The parties agree that this Order Form is to be written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.’

Last modified: August 29, 2024