Terms of Service

1. INTRODUCTION AND ACCEPTANCE

These Terms of Service (these "Terms") constitute a legally binding agreement between you and ppol, Inc., a Delaware corporation doing business as Team Theory ("Team Theory," "we," "us," or "our"), with its principal place of business at 1065 SW 8th St., Suite 5815, Miami, Florida 33130, United States. These Terms govern your access to and use of the Team Theory platform, including all associated applications, features, tools, content, and services (collectively, the "Service").

By accessing or using the Service, clicking "I Agree," or by executing an Order Form or other agreement that references these Terms, you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you are agreeing to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

These Terms incorporate by reference the following documents, each of which forms part of the agreement between the parties:

• AI Addendum — governs the use of AI-generated features and outputs of the Service
• Security Addendum — describes Team Theory's security practices and commitments
• Privacy Policy — describes how Team Theory collects, uses, and discloses personal information

In the event of a conflict between these Terms and any of the foregoing incorporated documents, these Terms shall control unless the incorporated document expressly states otherwise with respect to a specific provision.

PLEASE READ THESE TERMS CAREFULLY. SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

2. DEFINITIONS

As used in these Terms, the following capitalized terms shall have the meanings set forth below:

3. SERVICE DESCRIPTION

3.1 Nature of the Service

The Service is an AI-powered talent intelligence platform designed to assist private equity firms, portfolio companies, and other organizations in evaluating executive talent, leadership teams, and organizational capabilities. The Service provides data-driven insights to support, but not replace, human decision-making in talent-related matters. Customer's use of the AI-generated features and outputs of the Service is subject to the AI Addendum incorporated herein.

3.2 Proprietary Methodology

The Service incorporates Team Theory's proprietary, evidence-based talent assessment methodology. All methodologies, frameworks, algorithms, models, workflows, and processes used in connection with the Service are the exclusive intellectual property of Team Theory.

4. ACCOUNTS, ACCESS, AND ADMINISTRATION

4.1 Customer Account

Customer must register for an account to access the Service. Customer shall designate a Tenant Owner who will serve as the primary administrator for Customer's account. Customer is responsible for ensuring that all information provided during registration and throughout the term of the agreement is accurate, complete, and current.

4.2 Authorized Users

Customer may grant access to the Service to its Authorized Users in accordance with the applicable Order Form, Service plan, and any Service Limitations. Customer is responsible for all actions taken by its Authorized Users through the Service and shall ensure that all Authorized Users comply with these Terms. Each Authorized User seat is assigned to a named individual and may not be shared, except that seats may be reassigned to a different individual upon written notice (including by email to support@teamtheory.ai) to Team Theory.

4.3 Separate Agreements for Separate Entities

Each legal entity that wishes to access the Service must enter into its own separate agreement with Team Theory. Access granted to one Customer entity does not extend to affiliated entities, parent companies, subsidiaries, or portfolio companies unless each such entity has executed its own Order Form.

4.4 Account Security

Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activities that occur under its account, whether authorized by Customer or not. Customer shall promptly notify Team Theory of any unauthorized access to or use of its account. Team Theory cannot and will not be liable for any loss or damage arising from Customer's failure to comply with this Section 4.4.

5. CUSTOMER DATA

5.1 Customer Ownership

Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. These Terms do not transfer any ownership of Customer Data to Team Theory. Team Theory does not have any rights to the Customer Data except for the limited express rights granted in these Terms.

5.2 License to Customer Data

Customer hereby grants to Team Theory a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data as necessary for Team Theory to provide the Service to Customer in accordance with these Terms, including sharing with Third-Party AI Providers and Team Theory's third-party service providers that are contractually bound to obligations of confidentiality and data protection no less protective than those set forth herein.

5.3 Use of Customer Data

Team Theory does not use Customer Data to train or fine-tune its own or any third party's artificial intelligence models or machine learning algorithms. Team Theory maintains contractual commitments with its Third-Party AI Providers ensuring that Customer Data is not used for model training purposes. For the avoidance of doubt, this Section 5.3 does not restrict Team Theory from processing Customer Data through AI models in the ordinary course of providing the Service.

5.4 Data Isolation

Each Customer's data is logically isolated within the Service's infrastructure. Team Theory does not share, commingle, or cross-reference Customer Data across different customer accounts.

5.5 Customer Responsibility for Data

Customer is solely responsible for the accuracy, quality, completeness, and legality of all Customer Data provided to the Service. Customer represents and warrants that it has all necessary rights, consents, and authorizations to upload, submit, and process Customer Data through the Service, including any personal data of individuals contained therein.

5.6 Security

Team Theory's security practices and commitments are described in the Security Addendum, which is incorporated herein by reference.

6. INTELLECTUAL PROPERTY

6.1 Team Theory IP

Team Theory and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, methodologies, frameworks, processes, models, user interfaces, Documentation, the Team Theory API, and all other technology and intellectual property embodied in or related to the Service (collectively, "Team Theory IP").

6.2 Customer Ownership of Generated Outputs

Subject to Team Theory's ownership of Team Theory IP, and to the extent permitted by applicable law, Customer shall own all right, title, and interest in and to the Generated Outputs produced for Customer through the Service. Customer acknowledges that Generated Outputs may not be unique and other customers may receive similar content from the Service.

6.3 Restrictions

Customer shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, underlying methodology, or structure of the Service
• Modify, adapt, translate, or create derivative works based on the Service
• Copy, frame, or mirror the Service
• Access the Service for purposes of building a competitive product or service
• Remove, alter, or obscure any proprietary notices in the Service
• License, sublicense, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service
• Use Generated Outputs to develop any artificial intelligence models that compete with Team Theory's products or services

7. ACCEPTABLE USE POLICY

7.1 Permitted Use

Customer may use the Service solely for its internal business purposes related to talent intelligence, executive assessment, leadership evaluation, and organizational capability analysis, in accordance with these Terms, any applicable Order Form, and the Documentation.

7.2 Prohibited Uses

Customer shall not use the Service for any of the following purposes:

• Making automated employment decisions without meaningful human review and oversight
• Using Generated Outputs for discriminatory purposes or in violation of any applicable anti-discrimination or equal employment opportunity laws
• Sharing, distributing, or disclosing Generated Outputs or any aspect of the Service to unauthorized parties
• Using the Service for any purpose other than talent intelligence and decision support
• Uploading, transmitting, or processing any data that Customer does not have the legal right to process
• Uploading or transmitting any malicious code, viruses, or other harmful material to the Service
• Attempting to gain unauthorized access to the Service, other customer accounts, or Team Theory's systems
• Using the Service in violation of applicable laws or regulations

8. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party that is marked as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential. Team Theory's Confidential Information includes the Documentation, Team Theory IP, and non-public information regarding features, functionality, and performance of the Service. Customer's Confidential Information includes Customer Data.

The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Each party's obligations of non-use and non-disclosure will expire three (3) years from the date of termination or expiration of these Terms.

9. FEES AND PAYMENT

9.1 Fees

Customer shall pay all Fees specified in the applicable Order Form. Unless otherwise specified in the Order Form, Fees are billed in advance on a monthly or annual basis, as applicable. All Fees are non-refundable except as expressly set forth in the applicable Order Form.

9.2 Payment Terms

All Fees are due and payable within thirty (30) days of the date of invoice, unless otherwise specified in the applicable Order Form. Fees shall be paid in U.S. Dollars. If Customer fails to make any payment when due, Team Theory may charge interest on the undisputed past due amount at the rate of 1.5% per month.

9.3 Taxes

All Fees are exclusive of taxes. Customer shall be responsible for all applicable sales, use, value-added, and other taxes, duties, and governmental charges arising from its use of the Service, excluding taxes based on Team Theory's net income.

10. TERM AND TERMINATION

10.1 Term

These Terms shall be effective as of the date Customer first accesses the Service or executes an Order Form referencing these Terms and shall remain in effect until terminated in accordance with this Section 10.

10.2 Termination for Cause

Either party may terminate these Terms or any Order Form upon written notice if the other party materially breaches these Terms and such breach is incapable of cure, or (if such breach is capable of cure) the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Post-Termination Data Retrieval

Upon any expiration or termination of these Terms or an Order Form, Team Theory will make all Customer Data then held by Team Theory available to Customer for electronic retrieval for a period of thirty (30) days. After this period, Team Theory will delete any stored Customer Data in accordance with its data retention and deletion procedures.

11. WARRANTIES AND DISCLAIMERS

11.1 Limited Warranty

Team Theory represents and warrants that: (a) Team Theory will perform the Service in a good and workmanlike manner; (b) Team Theory has the necessary rights to authorize Customer to use the Service in accordance with these Terms; and (c) these Terms have been duly executed and delivered and constitute a binding agreement enforceable against Team Theory in accordance with their terms.

11.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TEAM THEORY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TEAM THEORY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TEAM THEORY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF GENERATED OUTPUTS, OR THE SUITABILITY OF ANY INDIVIDUAL FOR ANY POSITION OR ROLE, AND DOES NOT GUARANTEE ANY PARTICULAR HIRING OUTCOME, TALENT MANAGEMENT RESULT, OR BUSINESS OUTCOME IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICE.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages

IN NO EVENT WILL TEAM THEORY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; OR (iv) COST OF REPLACEMENT GOODS OR SERVICES.

12.2 Liability Cap

IN NO EVENT WILL TEAM THEORY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID TO TEAM THEORY UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

13. INDEMNIFICATION

13.1 Indemnification by Customer

At Team Theory's option and request, Customer shall indemnify, hold harmless, and defend Team Theory from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party based on Customer Data, Customer's negligence or willful misconduct, or use of the Service in a manner not authorized by these Terms.

13.2 IP Infringement Remedy

If the Service is held to infringe any third-party intellectual property rights, Team Theory may, at its option and expense: (i) modify the Service to make it non-infringing; or (ii) obtain a license that permits Customer to continue using the Service. If Team Theory does not believe either option is reasonably practicable, Team Theory may terminate these Terms or the affected Order Form.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

14.2 Binding Arbitration

Any claim, dispute, or controversy between the parties arising out of or relating to these Terms which cannot be satisfactorily settled by the parties shall be finally and exclusively settled by binding arbitration upon the written request of either party. The arbitration shall be administered under the American Arbitration Association's Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted.

14.3 Class Action Waiver

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

15. GENERAL PROVISIONS

15.1 Modifications to Terms

Team Theory may update these Terms from time to time. If Team Theory makes changes that are material, Team Theory will provide Customer with reasonable advance notice (no less than thirty (30) days) by email to the address associated with Customer's account and by posting notice of such changes on the Site.

15.2 Entire Agreement

These Terms, together with all Order Forms, the AI Addendum, the Security Addendum, the Privacy Policy, any Data Processing Agreement, and any other addenda or schedules executed by the parties that reference these Terms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, or representations, whether written or oral.

15.3 Assignment

Customer may not assign or transfer these Terms or any of its rights or obligations hereunder without the prior written consent of Team Theory, and any attempt to do so is void. Team Theory may assign these Terms without Customer's consent.

15.4 Notices

All notices under these Terms shall be in writing and shall be deemed given: (a) upon delivery, if delivered personally or by internationally recognized courier service; (b) three (3) business days after being sent, if delivered by U.S. registered or certified mail; or (c) upon acknowledgement of receipt, if delivered by email.