BluePrint Terms of Service

These Terms are also published at www.intsystemsllc.com/terms, together with the other legal documents.

Version 1.1 — Effective October 22, 2026

These Terms of Service (the “Terms”) are a binding agreement between IntelligentSystems LLC, an Ohio limited liability company (“BluePrint,” “we” or “us”), and each User, Workspace Owner, Steward, Filing Party and Account Holder (each as defined in Section 1) (“you”). They govern access to and use of the BluePrint platform at app.blueprint-filing.com and the related services described in the Documentation (together, the “Service”).

By creating a user account, creating or claiming a Workspace, accepting an invitation to a Workspace, clicking to accept, or using the Service, you accept these Terms in your own capacity as a User and, where Section 1 so provides, in the further capacity that Section 1 assigns to you or to the organization you act for. If you do not agree to these Terms, do not use the Service.

The Data Processing Addendum attached as Exhibit A (the “DPA”), and the Subprocessor List and the Trust Page, each as posted at the address given for it in Section 2 and as updated under Sections 19 and 20.3, are incorporated into these Terms. The Privacy Notice describes how BluePrint handles personal information as a controller; it is a notice, not part of these Terms.

1. Parties, Acceptance and Authority

1.1 Business use only. The Service is offered only to businesses and to individuals acting in a business or professional capacity, including as officers, directors or employees of a Filer, as outside counsel, auditors or filing agents acting for a Filer, or as a reporting person under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or a beneficial owner reporting under Section 13(d) or 13(g) of the Exchange Act. The Service is not offered to consumers for personal, family or household purposes.

1.2 Users and user accounts. Each individual who creates a user account, accepts an invitation to a Workspace, or otherwise uses the Service is a “User.” A user account is personal to the individual: it is not the property of any Workspace Owner, Filing Party or employer, it may hold memberships in more than one Workspace, and it continues to exist when the User is removed from a Workspace. Each User accepts these Terms in his or her individual capacity on creating a user account and is personally bound by the User Obligations, whether or not the User has authority to act for any Filer or organization. A User represents that he or she is at least 18 years of age and is acting in a capacity described in Section 1.1. The “User Obligations” are Sections 4.3 (credentials and security), 5.3 (user API tokens), 8.2 (nature of AI Output), 8.3(b) (human review), 8.6 (review of Assistant output), 10 (Confidentiality and Pre-Release Information) and 13 (Acceptable Use), together with the accuracy of each representation the User makes in the Service, including on creating or claiming a Workspace, initiating a submission, or approving a Tag Suggestion. A User’s liability under these Terms is limited to his or her own breach of the User Obligations, except where Section 1.4(c) or 1.5(d) makes a User responsible for a Workspace in the interim.

1.3 Workspaces belong to the Filer. Each “Workspace” is registered to exactly one Filer, identified by its Central Index Key, or, for a reporting person or beneficial owner who files for himself or herself, by that person. The Filer to which a Workspace is registered is the “Workspace Owner” of that Workspace once it has accepted these Terms under Section 1.4, and is the “Customer” for that Workspace. The Workspace Owner controls the Workspace’s memberships and permissions, its EDGAR Credentials, its Filing Parties, and the export and deletion of its Customer Data, and is responsible for the Workspace under these Terms. A Filer that is a subsidiary or other affiliate of a Workspace Owner may be registered to its own Workspace under the same Account.

1.4 How a Filer becomes the Workspace Owner.

1. Creation by the Filer’s own personnel. A User who creates a Workspace for the Filer that the User represents, and declares at creation that the Workspace is the Filer’s own, represents that he or she is authorized by the Filer, as part of his or her role, to obtain software services of this kind for it. The Filer becomes the Workspace Owner, and accepts these Terms, on the earlier of (i) acceptance by an officer or other representative of the Filer with authority to do so, and (ii) any of the following acts, each of which the Filer alone can perform or authorize and each of which constitutes the Filer’s acceptance of these Terms and ratification of the Workspace, whether or not the creating User had authority: (A) storage in the Workspace of a filer API token or CIK confirmation code issued to the Filer; (B) a Test Submission or Live Submission made through the Workspace with the Filer’s EDGAR Credentials; (C) payment of any fee for the Workspace by the Filer; or (D) use of the Workspace by personnel of the Filer, other than the creating User, after an officer of the Filer has actual knowledge of it.

2. Claim of a stewarded Workspace. A Workspace created by a Steward under Section 1.5 becomes the Filer’s when a User at the client address the Steward attested accepts the claim invitation in the Service (a “Claim”). The claiming User represents that he or she is authorized by the Filer, as part of his or her role, to obtain software services of this kind for it, and the Claim constitutes the Filer’s acceptance of these Terms as Workspace Owner, confirmed in any event by any act described in Section 1.4(a)(ii). A Steward cannot claim a Workspace it stewards.

3. Interim responsibility. Until a Filer has become the Workspace Owner under this Section 1.4, the User who created the Workspace is responsible for it as Customer in his or her individual capacity, and a Live Submission cannot be made from it.

4. Repudiation. If a Filer notifies BluePrint in writing that the creating or claiming User lacked authority and that it does not accept these Terms, BluePrint may close the Workspace after allowing export under Section 9.4, and the User remains responsible as Customer for use of the Workspace before that notice.

1.5 Stewards. A User who creates a Workspace for a Filer that the User does not represent as its own personnel, such as a lawyer or filing agent creating a Workspace for a client, and declares at creation that the Workspace is for a client, is the “Steward” of that Workspace until it is claimed. A Steward:

1. represents that it, or the organization it acts for, has been engaged by the Filer to prepare submissions for the Filer and is authorized to set up the Workspace for it;

2. attests, at creation, the email address of a representative of the Filer to whom the claim invitation is to be sent, and represents that the address belongs to the Filer’s representative;

3. holds the Workspace and its Customer Data for the Filer, may make Test Submissions but not Live Submissions from it, may not claim it, and will send the claim invitation without unreasonable delay; and

4. is responsible for the Workspace as Customer, in the Steward’s individual capacity, until the Filer claims it; and the organization the Steward acts for becomes bound as a Filing Party under Section 1.6 when it stores its own filer API token in the Workspace.

1.6 Filing Parties. An organization other than the Workspace Owner that transmits submissions from a Workspace under its own EDGAR account, using its own filer API token, is a “Filing Party” for that Workspace. A law firm, filing agent or other advisor whose personnel use a Workspace only as Users under the Workspace Owner’s EDGAR Credentials is not a Filing Party.

1. How a Filing Party becomes bound. An organization becomes a Filing Party, and accepts these Terms in that capacity, when a filer API token issued to it is stored in the Workspace, an act only its own EDGAR administrators can enable, or when a submission is transmitted from the Workspace under its EDGAR account. Its personnel who use the Workspace are Users.

2. The Workspace Owner’s authorization. A Filing Party may make Live Submissions from a Workspace only after the Workspace Owner has enabled it for live filing in the Service. That enablement, recorded by BluePrint with the enabling User and time, is the Workspace Owner’s written authorization to the Filing Party to transmit Live Submissions on its behalf, and BluePrint may rely on it until the Workspace Owner disables it. The Workspace Owner may disable a Filing Party at any time.

3. Filing Party obligations. A Filing Party (i) is the person that makes each submission it transmits, within the meaning of Regulation S-T, and is responsible for its own EDGAR account, delegations and compliance as a filing agent or delegated entity; (ii) represents and warrants, as to each Filer for which it transmits, that it has the Filer’s authority to do so and holds any EDGAR Next delegation the submission requires; (iii) is responsible for its own filer API token under Section 5; and (iv) is bound by the Sections that Section 1.8 applies to Filing Parties, to the extent provided there.

1.7 Account Holders. The person in whose name a billing account is opened in the Service (an “Account”) is the “Account Holder,” and is responsible for the fees for the Workspaces on that Account under Section 14. An Account may hold more than one Workspace. The Account Holder may be the Workspace Owner, a Filing Party, or another person that pays for a Workspace. Payment for a Workspace does not make the payer its Workspace Owner and confers no right in the Workspace or its Customer Data; the Workspace Owner’s rights under these Terms are the same whoever pays.

1.8 Application of these Terms to each role. “Customer” means the Workspace Owner, and, in the interim periods described in Sections 1.4(c) and 1.5(d), the User responsible for the Workspace. Sections 4.5, 10, 11.6, 13, 17, 18.2(a), 18.2(c), 18.2(d) and 20 apply to each Steward and Filing Party as if it were the Customer, as to its own acts and omissions, its own Customer Data and EDGAR Credentials, and the acts and omissions of its Users. Sections 14, 17 and 20 apply to each Account Holder as to its obligations under Section 14. Section 18.2(b) applies to the Workspace Owner only.

1.9 Record of acceptance. BluePrint records each User’s acceptance, each Workspace’s Filer and the declaration made at its creation, the Steward and attested client address of a stewarded Workspace, each Claim, each act described in Section 1.4(a)(ii), each storage of a Filing Party’s filer API token, each enablement or disablement of a Filing Party for live filing, and the version of these Terms accepted, together with the acting User and the date, time and network address, and may rely on those records.

1.10 Order of precedence. If BluePrint and the Customer have signed a separate written agreement that expressly states that it supersedes these Terms, that agreement governs to the extent of any conflict. Nothing else modifies these Terms: no purchase-order terms, vendor forms, portal terms or other documents the Customer submits or references have any effect, whether or not BluePrint acknowledges them. In the event of a conflict between the body of these Terms and an incorporated document, the body of these Terms governs, except that the DPA governs as to the processing of personal data.

2. Definitions

“Account” and “Account Holder” have the meanings given in Section 1.7.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“AI Features” means the features of the Service that use machine-learning models, including the XBRL tagging features described in Section 8 and the Assistant.

“AI Input” means Customer Data, prompts, instructions and other content submitted to or retrieved for processing by an AI Feature.

“AI Output” means content, suggestions, predictions, responses, recommendations and, where an AI Feature performs an action in the Service, completed actions generated by an AI Feature, including Tag Suggestions, Assistant responses, and the drafts, proposed edits and other materials the Assistant prepares. AI Output does not include Usage Data.

“Approved Tag” means a Tag Suggestion that an Authorized User has approved in the Service under Section 8.3, together with any Tag Suggestion an Authorized User has modified and approved.

“Assistant” means the conversational AI feature of the Service.

“Authorized User” means a User whom the Customer has authorized to use the Service in the Customer’s Workspace, including the Customer’s employees and, where the Customer so authorizes, its outside counsel, auditors, filing agents, consultants and other advisors, and any Filer’s personnel.

“Business Day” means any day other than a Saturday, a Sunday or a U.S. federal holiday.

“Charter Rate” has the meaning given in Section 14.3.

“Claim” has the meaning given in Section 1.4(b).

“Confidential Information” has the meaning given in Section 10.1.

“Customer” has the meaning given in Section 1.8.

“Customer Data” means all data, documents, financial statements, exhibits, draft and final filings, XBRL and iXBRL files, EDGAR Credentials issued to the Workspace Owner (other than user API tokens), and other content that the Customer or its Authorized Users upload to or create in the Service, or that BluePrint retrieves from EDGAR or another source at the Customer’s direction, together with Output derived from it. Customer Data includes AI Input and AI Output. Customer Data does not include User Account Data or EDGAR Credentials issued to a Filing Party, each of which is protected as provided in Sections 5.3 and 5.4.

“Documentation” means BluePrint’s then-current user documentation for the Service, as posted at app.blueprint-filing.com/docs.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis, and Retrieval system, including EDGAR Next.

“EDGAR Credentials” means filer API tokens, user API tokens, CIK confirmation codes, passphrases, and any other credential used to access an EDGAR account or to make a submission on EDGAR.

“Effective Date” means the effective date stated at the head of these Terms.

“Filer” means the registrant, reporting person, beneficial owner or other person to which a Workspace is registered or on whose behalf a submission is prepared in the Service.

“Filing Party” has the meaning given in Section 1.6.

“Interactive Data File” has the meaning given in Rule 11 of Regulation S-T.

“Live Submission” means a transmission to EDGAR that is intended to be, and if accepted will be, a filing or submission of record.

“Model Provider” means a third party whose machine-learning models BluePrint uses to provide AI Features, as identified on the Subprocessor List.

“Output” means documents, packages, validation reports and other materials the Service renders or generates from Customer Data by deterministic (non-AI) processing.

“Plan” means the subscription tier the Customer has selected, as described on the pricing page at www.blueprint-filing.com/pricing on the date of selection.

“Pre-Release Information” means Customer Data that has not been publicly filed, furnished or otherwise disclosed by or on behalf of the Filer, including draft filings, draft financial statements, Test Submissions, and any information derived from them.

“Privacy Notice” means BluePrint’s privacy notice posted at www.intsystemsllc.com/privacy.

“SEC” means the U.S. Securities and Exchange Commission.

“Steward” has the meaning given in Section 1.5.

“Submission Package” means a set of files assembled by the Service in the form required by the EDGAR Filer Manual for transmission to EDGAR.

“Subprocessor List” means the list of subprocessors and Model Providers posted at www.intsystemsllc.com/subprocessors.

“Tag Suggestion” means a proposed XBRL taxonomy concept, together with any proposed period, unit, scale, sign, dimension or other attribute, that an AI Feature generates for an element of Customer Data.

“Test Submission” means a transmission to EDGAR’s test submission facility, which is not a filing of record.

“Trust Page” means the security overview and related information posted at www.intsystemsllc.com/trust.

“Usage Data” means technical and statistical data about the operation and use of the Service, such as feature usage, performance, error logs and session metadata. Usage Data does not include Customer Data.

“User” and “User Obligations” have the meanings given in Section 1.2.

“User Account Data” means a User’s name, business email address, login credentials and profile information, and any user API token the User stores in the Service. BluePrint’s processing of User Account Data is described in the Privacy Notice and is subject to Sections 5.3 and 5.4. Records of a User’s actions and permissions in a Workspace, such as memberships, approvals and submissions, are Customer Data, not User Account Data.

“Validation Results” means the output of validation checks the Service runs against a Submission Package or its contents, including checks under the EDGAR Filer Manual, the EDGAR XBRL Guide and any data-quality rules the Service applies.

“Workspace” and “Workspace Owner” have the meanings given in Section 1.3.

“Workspace Administrator” has the meaning given in Section 4.1.

3. The Service, and What BluePrint Is Not

3.1 The Service. BluePrint provides a software platform for preparing, formatting, tagging, validating and transmitting submissions to EDGAR that are initiated by the Customer’s Authorized Users, and related features described in the Documentation, including the Section 16 and Section 13 ownership hubs, typeset production, and AI Features.

3.2 Not a filing agent. BluePrint does not make submissions on EDGAR on behalf of electronic filers. Every Live Submission is initiated by an Authorized User presenting the filer API token of the Workspace Owner or of an enabled Filing Party, and that individual’s own user API token, as described in Section 5. BluePrint is not a “filing agent” within the meaning of Rule 11 of Regulation S-T, and is not any Filer’s “delegated entity” for purposes of EDGAR Next. Where the Service offers assistance with EDGAR Next delegation, that assistance consists of guidance in configuring delegations on the Customer’s own EDGAR dashboard; BluePrint does not accept delegations.

3.3 Not a system of record. The Service is not a system of record for Customer Data. The Customer is responsible for retaining its own copies of filings, financial statements and supporting records, including the signature pages and other authentication documents that Rule 302(b) of Regulation S-T requires to be retained. BluePrint does not keep backup copies of Customer Data, and Customer Data deleted in the Service is permanently deleted and cannot be recovered.

3.4 Not professional advice. BluePrint is a software provider. The Service, the Documentation, Validation Results, AI Output and any support communications are not legal, accounting, auditing, tax, disclosure or investment advice, and BluePrint does not practice law or accountancy. Whether and how to file, what to disclose, and how to tag are decisions of the Filer and its advisors.

3.5 Changes to the Service. BluePrint may modify the Service, provided that it does not materially reduce the core functionality of the Customer’s Plan during a paid subscription term without the notice and remedies in Section 19.

4. User Accounts, Workspace Administration and Customer Roles

4.1 Workspace administration. The Workspace Owner (or, until a Filer becomes the Workspace Owner, the User responsible for the Workspace under Section 1.4(c) or 1.5(d), who is a Workspace Administrator until then) designates one or more administrators of its Workspace (“Workspace Administrators”), who may add, remove and set permissions for Authorized Users, add and remove Filing Parties, and enable or disable a Filing Party for live filing. The Workspace Owner is responsible for all activity in its Workspace and for the acts and omissions of its Authorized Users as if they were its own, other than the acts of a Filing Party and its Users in transmitting under the Filing Party’s own EDGAR account, for which the Filing Party is responsible under Section 1.6. A User who accepts an invitation to a Workspace does so as a User under Section 1.2 and need not have authority to act for the Workspace Owner. By designating a Workspace Administrator, the Workspace Owner authorizes that person to accept revised versions of these Terms on its behalf under Section 19.1. A Workspace Administrator is not, by reason of that role, an account administrator of any EDGAR account.

4.2 Reliance on Authorized Users. BluePrint may rely on instructions given through the Service by any Authorized User within the permissions the Workspace Owner has set, without verifying them with the Workspace Owner.

4.3 Credentials and security. Each User must keep his or her login credentials confidential and may not share a user account. The Customer will notify BluePrint promptly at helpdesk@blueprint-filing.com of any unauthorized use of its Workspace.

4.4 Advisors as Users. A Workspace Owner’s Authorized Users may include its outside counsel, auditors, filing agents and other advisors, who act under the Workspace Owner’s authority and with its EDGAR Credentials when using the Service. An advisor becomes a Filing Party only as provided in Section 1.6.

4.5 Authority representations of Stewards and Filing Parties. Each Steward and each Filing Party represents and warrants, as to each Filer for which it sets up a Workspace or transmits submissions, that (a) it has the Filer’s authority to upload the Filer’s data to the Service, to prepare submissions and, for a Filing Party, to transmit Live Submissions on the Filer’s behalf; (b) it holds, or will obtain from the Filer, any EDGAR Next delegation, EDGAR Credentials or other authorization required for it to do so; (c) it has obtained any consents from the Filer that its professional obligations require for use of a third-party technology provider and of AI Features; and (d) it is responsible to the Filer for the foregoing. Each Steward and Filing Party will indemnify BluePrint under Section 18.2(c) for any breach of this Section 4.5.

4.6 Reporting persons and beneficial owners. A Workspace Owner or Filing Party that files Section 16 reports, Schedules 13D or 13G, or Forms 144 for individuals or entities other than itself represents and warrants that it holds a power of attorney or other authority from each such person sufficient to prepare and submit those reports, and that it will maintain that authority for so long as it files for that person through the Service.

4.7 Third-party beneficiary. A Filer for which a Steward holds an unclaimed Workspace is an intended third-party beneficiary of Section 10 (Confidentiality and Pre-Release Information) only, and may enforce that Section against BluePrint directly, until it becomes the Workspace Owner. No other person is a third-party beneficiary of these Terms.

5. EDGAR Credentials and Submission Mechanics

5.1 The Filer’s EDGAR account. The Workspace Owner controls its own EDGAR account, and each Filing Party controls its own, including its account administrators, technical administrators, users, delegations, and the annual confirmation required by Rule 10(d) of Regulation S-T. BluePrint has no role in the administration of any EDGAR account.

5.2 User-initiated submissions. Every Live Submission and Test Submission is initiated by an Authorized User, who presents (a) the Workspace Owner’s filer API token, or the filer API token of a Filing Party that, for a Live Submission, the Workspace Owner has enabled under Section 1.6(b), and (b) that individual’s own user API token. BluePrint does not initiate submissions.

5.3 Whose credentials are whose. A filer API token and CIK confirmation code stored in a Workspace belong to the Workspace Owner, or to the Filing Party to which they were issued, and may be stored, replaced and revoked only by that person’s administrators in the Service. A user API token belongs to the individual User to whom EDGAR issued it. BluePrint stores each user API token for the User to whom it was issued, uses it only for submissions that User initiates, never presents one User’s token for another User’s submission, stops using it for a Workspace when the User is removed from that Workspace, and erases it when the User removes it from the Service or closes his or her user account. Each User will keep his or her user API token confidential, will not share it, and will store in the Service only a user API token issued to himself or herself. EDGAR Credentials issued to a Filing Party or to a User are not the Workspace Owner’s Customer Data.

5.4 BluePrint’s use of EDGAR Credentials. BluePrint uses EDGAR Credentials solely to relay submissions that Authorized Users initiate. BluePrint (a) stores EDGAR Credentials encrypted, and for no longer than necessary to provide the Service; (b) treats each EDGAR Credential as the Confidential Information of the person to whom it was issued and as a security credential; (c) does not use EDGAR Credentials for any other purpose; and (d) does not disclose EDGAR Credentials to any third party other than the SEC in the course of a submission the Authorized User has initiated.

5.5 Customer obligations. The Customer and each Filing Party will (a) generate, supply and revoke its EDGAR Credentials through EDGAR itself; (b) promptly revoke any EDGAR Credential it believes has been compromised, and notify BluePrint; and (c) ensure that each Authorized User who initiates a Live Submission holds his or her own valid user API token and is authorized to submit.

5.6 Responsibility for submissions. The Workspace Owner is responsible for every submission made with its EDGAR Credentials, and a Filing Party for every submission transmitted under its EDGAR account, whether or not the individual who initiated it was authorized to do so.

5.7 Unclaimed Workspaces. A Live Submission cannot be made from a Workspace until the Filer has become its Workspace Owner under Section 1.4. Test Submissions may be made from an unclaimed Workspace.

5.8 Test Submissions. BluePrint recommends, but does not require, a Test Submission before each Live Submission. Test Submissions are Pre-Release Information.

6. Filing Responsibility

6.1 The Customer’s responsibility. As between the Customer and BluePrint, the Customer is solely responsible for (a) the accuracy, completeness, adequacy and legal compliance of all Customer Data and of every submission, including the Interactive Data File and any cover-page and other tagged data; (b) selecting the taxonomy version and all tagging judgments, including whether to use a custom element; (c) final review and approval of every submission before it is transmitted; (d) the timing of every submission, including compliance with filing deadlines and with the EDGAR receipt cutoffs in Rule 13 of Regulation S-T; and (e) compliance with the Securities Act of 1933, the Exchange Act, Regulation S-T, Regulation S-K, Regulation S-X, the EDGAR Filer Manual, the EDGAR XBRL Guide, the rules of any securities exchange, and all other applicable law. BluePrint has no obligation to review Customer Data or any submission for accuracy, completeness or compliance.

6.2 Validation Results are not compliance. The Service runs validation checks against the then-current EDGAR Filer Manual and EDGAR XBRL Guide and may apply additional data-quality rules. Passing validation means only that the Service did not detect the conditions it checks for. It does not mean that a submission complies with Regulation S-T or any other law, that the SEC will accept it, or that the tagging is accurate or appropriate. The Customer remains solely responsible for its submissions regardless of Validation Results.

6.3 No warranty of acceptance. BluePrint does not warrant that the SEC will accept, process, disseminate or assign any particular filing date to any submission. BluePrint has no responsibility for the availability, operation, processing, suspension or dissemination decisions of EDGAR or any other SEC system, or for any action of the SEC or its staff.

6.4 Processing commitment. Subject to the Customer’s input of accurate, complete and properly formatted Customer Data, BluePrint will render Submission Packages and relay submissions in accordance with the Documentation.

6.5 Timeliness. The Customer is responsible for the timely filing of every submission, other than a delay caused by BluePrint’s breach of these Terms. BluePrint’s liability for any such delay is subject to Section 17.

6.6 Filer Manual references. References in these Terms to the EDGAR Filer Manual are to the version then incorporated by reference in Rule 301 of Regulation S-T, and references to the EDGAR XBRL Guide are to the version then published by the SEC staff.

7. Filing-Deadline Protections

7.1 Maintenance windows. BluePrint will not schedule maintenance that makes the Service unavailable (a) during the two Business Days before, and on, a due date for annual or quarterly reports on Forms 10-K, 10-Q or 20-F for any filer category, or (b) between 4:00 p.m. and 10:00 p.m. Eastern time on any Business Day. Emergency maintenance required to address a security vulnerability or service failure is excepted, and BluePrint will give as much notice as is practicable.

7.2 Package export. At any time, an Authorized User may export from the Service an EDGAR-ready Submission Package for any filing in preparation, in a form that can be transmitted to EDGAR through another filing agent or software, so that the Customer can file by other means if the Service is unavailable.

7.3 Cooperation on a platform failure. If a failure of the Service prevents or delays a submission near a filing deadline, BluePrint will, on request, provide the Customer with relevant logs and a written description of the failure to support any request the Filer may choose to make to the SEC, including under Rule 13(b) or Rule 201 of Regulation S-T. Whether to seek relief, and on what basis, is the Filer’s decision alone. BluePrint makes no statement as to whether any event qualifies for relief under any rule.

7.4 Recommended practice. BluePrint recommends that Live Submissions be initiated well in advance of the applicable EDGAR receipt cutoff (5:30 p.m. Eastern time for most submissions, and 10:00 p.m. Eastern time for those submissions for which Rule 13(a) of Regulation S-T so provides). This is a recommendation and not a condition of the Service.

8. AI Features

8.1 Scope and Model Providers. AI Features use machine-learning models, including large language models provided by the Model Providers identified on the Subprocessor List, which, as of the Effective Date, consist solely of Anthropic, PBC (“Anthropic”). BluePrint selects the Model Provider and model used for each AI Feature, and may change them subject to Sections 8.9 and 20.3; the Subprocessor List identifies the AI Features each Model Provider serves. The Customer’s use of an AI Feature is subject to the usage and supported-region policies of each Model Provider that serves it, each as updated by its publisher, which as of the Effective Date are the Anthropic Usage Policy (anthropic.com/legal/aup) and the Anthropic Supported Regions Policy (anthropic.com/supported-countries). The Customer represents that neither it nor any Filer for which it uses AI Features is located in, organized under the laws of, or majority owned, directly or indirectly, by persons located in or organized under the laws of, a jurisdiction that is not a supported region under those policies. If that representation ceases to be true as to a Model Provider, BluePrint may suspend the Customer’s access to the AI Features that Model Provider serves, but not to the rest of the Service.

8.2 Nature of AI Output; mandatory notice. The Customer acknowledges, and will inform each of its Authorized Users, that:

1. factual assertions in Tag Suggestions, Assistant responses and other AI Output should not be relied upon without independently checking their accuracy;

2. AI Output may be inaccurate, incomplete or inappropriate for the Customer’s purposes, and the same or similar AI Input may yield different AI Output on different occasions;

3. Tag Suggestions are not accounting, legal, auditing or disclosure advice, and are not designed to satisfy, and do not satisfy, the Filer’s obligations under Regulation S-T, including the element-accuracy, element-specificity and appropriate-tag requirements of Rule 405(c)(1); and

4. selecting a tag is a judgment about what the Filer’s reported data means, and that judgment belongs to the Filer and its advisors, not to BluePrint or any AI Feature.

8.3 Tag Suggestions, Approved Tags and human review.

1. A Tag Suggestion becomes an Approved Tag only when an Authorized User approves it in the Service after review. Only Approved Tags, and tags the Customer enters manually, are included in a Submission Package.

2. The Customer will maintain a human-in-the-loop process under which a person with appropriate knowledge of the Filer’s financial statements independently reviews each Tag Suggestion, including any proposed custom element, dimension, period, unit, scale or sign, for accuracy and appropriateness before approving it. Approving Tag Suggestions in bulk without such review is a prohibited use of the Service.

3. The Approved Tag, together with the identity of the approving Authorized User and the time of approval, is the authoritative record of the Customer’s tagging decision. BluePrint retains that record with the filing to support the Customer’s disclosure controls and procedures. A later re-run of an AI Feature that produces a different Tag Suggestion does not alter an Approved Tag.

4. BluePrint has no liability for any Tag Suggestion that is used without approval, or that is approved without the review described in Section 8.3(b).

8.4 Process warranties. For each Tag Suggestion, BluePrint warrants that (a) the suggested concept exists in the taxonomy version designated under Section 8.5; (b) the suggested concept is not deprecated in that version, or, if it is, the Service identifies the replacement concept; (c) the period type and data type of the suggested concept are consistent with the presentation of the underlying fact; and (d) a Submission Package composed of Approved Tags will pass the EDGAR validation checks that the Service runs, except to the extent a failure results from (i) the content, structure or formatting of documents or data supplied by or for the Customer, other than Tag Suggestions, (ii) a tag the Customer entered or modified, or (iii) a change in the EDGAR Filer Manual, the EDGAR XBRL Guide or an EDGAR-accepted taxonomy that took effect after the Tag Suggestion was generated. These are BluePrint’s only warranties concerning Tag Suggestions. BluePrint does not warrant that any Tag Suggestion is accurate, appropriate, specific, complete, or compliant with Rule 405 of Regulation S-T or any other requirement.

8.5 Taxonomy. The Customer designates the taxonomy version to be used for each filing. If the Customer does not designate one, the Service uses the most recent version that EDGAR accepts for the filing. The Customer is responsible for the appropriateness of the taxonomy version it uses. Taxonomy content, including the US GAAP Financial Reporting Taxonomy and the SEC’s taxonomies, remains subject to its publisher’s terms.

8.6 The Assistant. The Assistant is an AI system. Its responses are generated from BluePrint’s Documentation, publicly available SEC materials and the content of the Workspace that the Authorized User using it is permitted to access. The Assistant may prepare drafts, tables, memoranda, proposed edits and other materials, which are AI Output. No draft or proposed edit changes a filing or other document in the Workspace until an Authorized User applies it in the Service, and an action that the Service designates as requiring approval is taken only after an Authorized User approves it. Assistant responses and materials are informational, are subject to Section 8.2, and are not advice of any kind. Neither the Customer nor any Authorized User will rely on an Assistant response for any filing, disclosure or tagging decision without review by a qualified person, and each proposed edit will be reviewed, before it is applied, by a person with appropriate knowledge of its subject matter.

8.7 No training by BluePrint; Model Provider terms. BluePrint represents and warrants that it will not use Customer Data, AI Input or AI Output to train, retrain or fine-tune any machine-learning model, except as provided in Section 8.8. BluePrint has not enabled, and will not enable, any Model Provider program under which Customer Data would be used for model training, and will not submit Customer Data to a Model Provider as feedback. BluePrint does not control a Model Provider’s use of data under that Model Provider’s own terms. To the best of BluePrint’s knowledge, the commercial terms under which BluePrint uses each Model Provider do not permit it to use AI Input or AI Output to train its models, except for any use solely to detect or enforce violations of its usage policies that the Subprocessor List discloses. As of the Effective Date, Anthropic’s commercial terms provide that Anthropic may not train models on customer content from its services.

8.8 Learning from tagging corrections.

1. BluePrint does not use Pre-Release Information, or corrections to Tag Suggestions made while the related filing is Pre-Release Information, to improve the Service for any other customer.

2. After a filing has been accepted and publicly disseminated by EDGAR, BluePrint may use the Customer’s corrections to Tag Suggestions for that filing, in de-identified and aggregated form from which numeric values, entity identifiers, personal information and other identifying details have been removed, solely to improve the accuracy of the Service’s tagging rules, mappings and models. A Workspace Administrator may opt out of this use for the Customer’s Workspace at any time through the Service’s settings, and the opt-out applies to corrections made after it takes effect.

3. Nothing in this Section 8.8 authorizes any use that is prohibited by a Model Provider’s terms.

8.9 Model Provider retention and safety review. The Customer acknowledges that Model Providers may retain AI Input and AI Output for a limited period for the purpose of detecting abuse and enforcing their usage policies, and that this retention may include automated classification and human review by the Model Provider’s personnel. The Subprocessor List states each Model Provider’s retention period, including any longer retention of content that its systems flag. As of the Effective Date, Anthropic may retain AI Input and AI Output submitted through the Service for up to 30 days for those purposes, and content that its systems flag for up to two years. BluePrint does not offer zero-data-retention processing for AI Features. Before BluePrint uses a Model Provider for an AI Feature that the Model Provider did not previously serve, BluePrint will update the Subprocessor List and give notice under Section 20.3. If a Model Provider adopts a longer retention period, BluePrint will update the Subprocessor List and notify its subscribers promptly after BluePrint learns of it, and the Customer may object under Section 7 of the DPA.

8.10 BluePrint’s retention of AI records. BluePrint retains (a) Assistant conversation history for the life of the Customer’s Workspace or until a Workspace Administrator deletes it; (b) Tag Suggestion and Approved Tag records with the related filing under Section 8.3(c); and (c) if BluePrint captures the prompts of a tagging run for diagnostic purposes, that capture for no longer than 90 days, in a store scoped to the Customer’s Workspace, accessible only to BluePrint personnel who need it to diagnose the run, and as the Customer’s Confidential Information.

8.11 Feedback. If the Customer or an Authorized User provides suggestions or feedback about the Service, BluePrint may use them without restriction or compensation. Feedback does not include Customer Data, AI Input or AI Output, and nothing in this Section grants BluePrint any right in them.

8.12 Ownership of AI Output. As between the parties, and to the extent permitted by law, the Customer owns AI Output generated from its AI Input, and BluePrint assigns to the Customer any right it may have in that AI Output. BluePrint retains all rights in its models, rules, mappings, prompts, software and the Service. Because XBRL taxonomies are closed vocabularies, AI Output generated for the Customer may be identical or similar to AI Output generated for other customers; AI Output for other customers will not be generated using the Customer’s AI Input or Customer Data. The Customer’s rights in AI Output may not be enforceable against third parties.

8.13 AI Output indemnity. BluePrint does not indemnify the Customer for claims arising from AI Output. If a Model Provider makes any defense, indemnification or other remedy available to BluePrint in respect of a claim that AI Output generated for the Customer infringes a third party’s intellectual property rights, BluePrint will use commercially reasonable efforts to extend the benefit of that remedy to the Customer, to the extent the Model Provider’s terms permit and the Customer cooperates. Section 18.1 continues to apply to BluePrint’s own software.

8.14 Availability and withdrawal of AI Features. BluePrint may suspend or modify an AI Feature if a Model Provider suspends, restricts or discontinues the underlying model or service, or if continued operation would violate a Model Provider’s terms or applicable law. Manual tagging and the other non-AI features of the Service remain available during any suspension of AI Features. If BluePrint permanently withdraws AI tagging from a Plan that includes it, BluePrint will refund 20% of the prepaid fees for the remainder of the Customer’s current paid term, which the parties agree is the portion of the fees attributable to AI tagging.

8.15 Preview features. BluePrint may make features available on a preview, beta or early-access basis, identified as such in the Service. Preview features are provided as is, are excluded from Section 12 and from the warranties in Section 16, may be withdrawn at any time, and are not enabled for Live Submissions unless a Workspace Administrator elects to enable them. BluePrint’s total liability arising from preview features will not exceed $10,000.

9. Customer Data, Usage Data and Retention

9.1 Ownership. As between the parties, the Customer owns all Customer Data and Output. BluePrint acquires no right in Customer Data or Output except the limited license in Section 9.2.

9.2 License to BluePrint. The Customer grants BluePrint a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display and otherwise use Customer Data solely to provide, secure, support and improve the Service for the Customer, to comply with law, and as otherwise permitted by these Terms. BluePrint will not sell Customer Data or disclose it to any third party except to subprocessors under Section 20.3, to the SEC in the course of a submission the Customer initiates, as the Customer directs, or as required by law under Section 10.5.

9.3 Usage Data. BluePrint may collect and use Usage Data to operate, secure, support and improve the Service and to develop new features, and may disclose Usage Data to third parties only in aggregated and anonymized form that does not identify the Customer, any Filer or any individual. Usage Data does not include the contents of Customer Data.

9.4 Retention and deletion. During the term, the Customer may export its Customer Data at any time through the Service. Customer Data that an Authorized User deletes in the Service is permanently deleted when it is deleted and cannot be recovered by the Customer or by BluePrint. For 30 days after termination or expiration, BluePrint will preserve Customer Data and make it available for export on request; at the end of that period BluePrint will permanently delete it, except (a) records BluePrint is required by law to retain and (b) Usage Data. BluePrint does not keep backup copies of Customer Data. BluePrint will confirm deletion in writing on request.

9.5 No third-party tags in the application. BluePrint does not deploy third-party advertising, tracking or analytics scripts on the authenticated pages of the Service.

10. Confidentiality and Pre-Release Information

10.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party to the other in connection with these Terms that is marked confidential or that a reasonable person would understand to be confidential. Customer Data, including Pre-Release Information and EDGAR Credentials issued to the Workspace Owner, is the Customer’s Confidential Information without any marking. The terms of any separately negotiated agreement, and BluePrint’s non-public product roadmaps, security documentation and pricing, are BluePrint’s Confidential Information. Confidential Information does not include information that the receiving party can show (a) was publicly available through no breach by the receiving party, (b) was rightfully known to the receiving party without restriction before disclosure, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the disclosing party’s Confidential Information. Information ceases to be Pre-Release Information when the Filer publicly files or discloses it.

10.2 Obligations. Each party will (a) use the other’s Confidential Information only to perform under, or exercise its rights under, these Terms; (b) protect it with at least the degree of care it uses for its own confidential information of like importance, and no less than reasonable care; and (c) disclose it only to its employees, contractors and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 10.

10.3 Pre-Release Information. In addition to Section 10.2, BluePrint will, as to Pre-Release Information:

1. limit access to personnel and contractors who need it to provide, secure or support the Service;

2. require every such person to be bound by a written confidentiality obligation and by a securities-trading policy that prohibits trading in the securities of any Filer, or communicating Pre-Release Information to any person who may trade, while in possession of that Filer’s Pre-Release Information;

3. not use Pre-Release Information for any purpose other than providing the Service to the Customer, and in particular not for model training except as provided in Section 8.8;

4. not disclose Pre-Release Information to any subprocessor except as needed to provide the Service and under written terms at least as protective as this Section 10;

5. treat Test Submissions and their contents as Pre-Release Information; and

6. on the Customer’s request, delete or return preliminary files that have not been made public by a subsequent filing, subject to Section 9.4.

10.4 Duration. The obligations in this Section 10 continue for five years after termination of these Terms, and as to Pre-Release Information until it becomes public through no breach by BluePrint, whichever is longer; as to EDGAR Credentials and trade secrets, they continue for so long as the information remains a credential or a trade secret.

10.5 Compelled disclosure. A party may disclose Confidential Information to the extent required by law, regulation or court order, provided that it gives the other party prompt notice, where legally permitted, and reasonable cooperation so that the other party may seek protective treatment.

10.6 Privilege. Use of the Service to store, process or transmit Customer Data does not waive any attorney-client privilege, work-product protection or other privilege or protection that applies to that Customer Data.

11. Security

11.1 Security program. BluePrint maintains an information security program with administrative, technical and physical safeguards appropriate to the sensitivity of Customer Data, as described on the Trust Page, including encryption of Customer Data in transit and at rest, role-based access controls, and logging of access to Customer Data.

11.2 Certifications. As of the Effective Date, BluePrint has not obtained a SOC 2 report or any other third-party security certification or attestation. On request, BluePrint will provide a written description of its security controls. BluePrint will identify on the Trust Page any report or certification it later obtains.

11.3 Security incident notice. If BluePrint confirms a security incident that has resulted in unauthorized access to or disclosure of the Customer’s Customer Data or of an EDGAR Credential stored in the Service, BluePrint will notify the Workspace Administrators of each affected Workspace and, for an EDGAR Credential issued to a Filing Party or a User, that Filing Party or User, without undue delay and in any event within 72 hours after confirmation, and will provide such further information as BluePrint has and as the Customer reasonably requires to assess the incident, including for purposes of the Customer’s or a Filer’s disclosure obligations. BluePrint’s notice obligations for incidents at a subprocessor are subject to the timing of the subprocessor’s notice to BluePrint.

11.4 Security questionnaires. Once in each 12-month period, on request, BluePrint will respond to a reasonable written security questionnaire from a Customer on a paid Plan.

11.5 Termination for security incident. The Customer may terminate these Terms on written notice, and receive a pro-rata refund of prepaid fees for the remainder of the current paid term, if a security incident caused by BluePrint’s breach of Section 11.1 results in unauthorized disclosure of the Customer’s Pre-Release Information.

11.6 No active content. The Customer will not upload to the Service executable code or other active content intended to run in the Service or to be included in a submission. The Service may remove macros and other active content from uploaded documents. Rule 106 of Regulation S-T prohibits executable code in EDGAR submissions.

12. Availability

12.1 Commitment. For Customers on a paid Plan, BluePrint will make the Service available at least 99.5% of the time in each calendar month, measured as described on the Trust Page, excluding (a) maintenance conducted in accordance with Section 7.1 and announced at least 48 hours in advance; (b) unavailability of EDGAR or other SEC systems; (c) failures of the Customer’s networks, devices, credentials or EDGAR Credentials; (d) force majeure events under Section 20.8; and (e) as to AI Features only, suspension or unavailability of a Model Provider.

12.2 Service credits. If BluePrint fails to meet Section 12.1 in a month, the Customer may request, within 30 days after the end of that month, a credit of 10% of the fees attributable to that month for each full percentage point of shortfall, up to 50% of those fees. Service credits are the Customer’s sole and exclusive remedy for unavailability of the Service, but not for any security incident or breach of Section 10.

13. Acceptable Use

13.1 Prohibited uses. The Customer will not, and will not permit any Authorized User to:

1. use the Service for any purpose other than the preparation, tagging, validation and transmission of EDGAR submissions and related activities for the Customer and the Filers for which it acts;

2. upload Customer Data that the Customer does not have the right to upload, or that infringes or misappropriates any third party’s rights;

3. reverse engineer, decompile, or attempt to extract the source code, models, prompts, rules or mappings of the Service, or attempt to bypass its access controls or usage limits;

4. use the Service, AI Output or Usage Data to build a product or service that competes with the Service, or to train, fine-tune or develop any machine-learning model; provided that the Customer may use AI Output as an input to its own filing and reporting workflows and systems;

5. submit prompt-injection, jailbreak or similar content intended to cause an AI Feature to operate outside its intended function;

6. access AI Features from, or use them for any Filer that is majority owned from, a jurisdiction that is not a supported region under Section 8.1;

7. remove or alter any provenance mark, watermark or metadata included in AI Output that identifies it as AI-generated;

8. represent AI Output as solely human-generated where that representation is material to the recipient;

9. scrape, crawl or extract data from the Service by automated means other than through documented export features;

10. use the Service to store or process information relating to individuals under 18, except as that information appears in a filing;

11. upload malicious code, or interfere with the integrity or performance of the Service; or

12. use the Service in violation of the usage policy of any Model Provider identified on the Subprocessor List, or of applicable law.

13.2 Fair use. Plans described as including “unlimited” filings or users are limited to the bona fide filing activity of the Customer and the Filers for which it acts. BluePrint may suspend use that materially exceeds that scope after notice and a reasonable opportunity to cure.

13.3 Material breach. A breach of this Section 13 is a material breach of these Terms. BluePrint may suspend a user account or a Workspace, or access to AI Features, immediately to prevent continuing harm, and will restore access once the breach is cured.

13.4 Cooperation with Model Provider requests. The Customer will cooperate with reasonable requests from BluePrint for information needed to respond to a Model Provider’s inquiry concerning the Customer’s use of AI Features.

14. Fees, Plans, Charter Rate, Renewal and Cancellation

14.1 Plans and fees. Plans are subscribed per Workspace and billed to the Account Holder of the Account that holds the Workspace. The features and fees of each Plan are those stated on the pricing page on the date the Plan is selected, as recorded in the Account. Where this Section 14 refers to the Customer, it refers to the Account Holder as to payment, renewal and cancellation, and to the Workspace Owner as to the Plan’s features and any refund, which is paid to the Account Holder. Fees are stated and payable in U.S. dollars and exclude taxes.

14.2 BP-Free. BP-Free is available at no charge and without a payment card. Forms 3, 4 and 5 will always be available at no charge. The one-time AI shadow-tag of a Filer’s most recent Form 10-K is available once per Filer (by CIK), regardless of the number of Workspaces in which the Filer appears. BluePrint may change the other features of BP-Free on 30 days’ notice.

14.3 Charter Rate. The “Charter Rate” is the discounted rate offered for BP-Current and BP-Full to Customers who subscribe on or before December 31, 2027 (the “Charter Window”), as follows:

1. BP-Current. $59 per month for a Customer that subscribes to BP-Current during the Charter Window. A Customer that first subscribes to BP-Current after the Charter Window pays the then-current list rate, which as of the Effective Date is $79 per month.

2. BP-Full. $3,800 per year on the annual option, or $1,050 per quarter on the quarterly option, for a Customer that subscribes to BP-Full during the Charter Window. The list rates as of the Effective Date are $5,000 per year and $1,375 per quarter.

3. Lock. The Charter Rate for the Customer’s Plan will not increase through December 31, 2028, so long as the Customer’s subscription to that Plan remains continuously in effect. The lock ends, and the Charter Rate is lost, on cancellation, downgrade, or termination of the subscription for non-payment. An upgrade from BP-Current to BP-Full during the Charter Window is at the BP-Full Charter Rate. Section 14.8 and any repricing right in these Terms are subject to this Section 14.3(c).

14.4 BP-Current. BP-Current requires a valid payment card on file when the Customer subscribes. It is billed monthly in advance, first on the date the Customer subscribes and then on the same day of each following month (or on the last day of any month that has no such day). The Customer may cancel BP-Current at any time through the Service; cancellation takes effect at the end of the billing month in which it is made, and no refund is given for that month. If a payment is not made within 14 days after its due date, the Workspace is moved to BP-Free until a valid card is added, which terminates the BP-Current subscription for non-payment for purposes of Section 14.3(c), and its filings and Workspaces remain accessible under BP-Free’s features.

14.5 BP-Full, annual option. The annual option is billed annually in advance and renews automatically for successive one-year terms at the then-applicable rate (the Charter Rate during the lock, and thereafter the then-current list rate) unless the Customer cancels through the Service before the renewal date. BluePrint will send a renewal notice to the Account Holder and the Workspace Administrators at least 30 days before each renewal date.

14.6 BP-Full, quarterly option. The quarterly option is a commitment to four consecutive quarters, billed quarterly in advance, and renews automatically for successive four-quarter terms unless the Customer cancels through the Service before the renewal date. BluePrint will send a renewal notice to the Account Holder and the Workspace Administrators at least 30 days before each renewal date. A Customer may not cancel individual quarters within a four-quarter term.

14.7 Payment; failed payments; taxes. The Customer authorizes BluePrint and its payment processor to charge the payment card on file for all fees when due. If a payment fails, BluePrint will notify the Customer and retry; if payment is not received within 14 days after the due date, BluePrint may suspend the Customer’s paid features until payment is received, and, after 30 days, terminate the paid Plan. The Customer is responsible for all sales, use, value-added and similar taxes on the fees, other than taxes on BluePrint’s income; if BluePrint is required to collect them, they will be added to the invoice.

14.8 Price changes. BluePrint may change list rates on at least 30 days’ notice to the Account Holder and the Workspace Administrators. A change takes effect at the Customer’s next renewal date, and never during a Charter Rate lock under Section 14.3(c).

14.9 Material regulatory change. If a change in SEC rules, EDGAR technical requirements, XBRL taxonomies or applicable law materially increases BluePrint’s cost of providing a Plan, BluePrint may, on 60 days’ notice, increase the fees for that Plan by no more than the proportionate increase in cost, effective at the Customer’s next renewal date; the Customer may instead terminate the Plan at that renewal date. This Section 14.9 does not apply during a Charter Rate lock.

14.10 Upgrades and downgrades. An upgrade takes effect immediately and is prorated for the remainder of the current billing period. A downgrade takes effect at the end of the current paid term, and ends any Charter Rate lock under Section 14.3(c).

15. Term and Termination

15.1 Term. These Terms begin on acceptance and continue until terminated under this Section 15.

15.2 Closing user accounts and Workspaces; cancelling Plans. A User may close his or her user account at any time through the Service, which terminates these Terms as to that User in that capacity, subject to Section 15.5. The Workspace Owner may close its Workspace at any time through the Service, which terminates these Terms as to that Workspace, and Sections 9.4 and 15.5 then apply to it. The Account Holder may cancel a paid Plan as provided in Section 14. Closing a Workspace cancels any paid Plan for it under Section 14; prepaid fees are not refunded except as these Terms expressly provide, and closing a Workspace or cancelling a Plan does not relieve the Account Holder of fees for the remainder of a four-quarter term under Section 14.6.

15.3 Termination for breach. Either party may terminate these Terms on written notice if the other party materially breaches them and fails to cure the breach within 30 days after written notice describing it. If the Customer terminates under this Section 15.3, BluePrint will refund prepaid fees for the remainder of the current paid term.

15.4 Suspension. BluePrint may suspend the Customer’s access to the Service, or to AI Features, to the extent reasonably necessary to prevent a security threat, a violation of Section 13, or a violation of law, and will give notice and restore access as soon as the cause is resolved. BluePrint will not suspend access during the two Business Days before a filing deadline that the Customer has recorded in the Service except where continued access would create an imminent security or legal risk.

15.5 Effect of termination. On termination, the Customer’s right to use the Service ends, Section 9.4 governs Customer Data, and Sections 1.2, 1.4(c), 1.4(d), 1.5(d), 1.6(c), 1.8, 2, 4.5, 4.6, 5.6, 6, 8.2, 8.3(d), 8.7, 8.11, 8.12, 9, 10, 11.3, 13.1(d), 15.5, 16.3, 17, 18 and 20 survive, together with any payment obligation accrued before termination and, for so long as BluePrint processes Personal Data under it, the DPA.

16. Warranties and Disclaimers

16.1 BluePrint warranties. BluePrint warrants that (a) the Service will perform materially in accordance with the Documentation; (b) BluePrint will provide the Service in a professional and workmanlike manner; (c) BluePrint will not knowingly introduce malicious code into the Service; and (d) BluePrint will comply with laws applicable to it as a provider of the Service, including laws governing artificial intelligence that apply to BluePrint in providing AI Features.

16.2 Remedy. If the Service does not conform to Section 16.1(a) or (b), and the Customer notifies BluePrint in writing within 30 days after discovering the non-conformity, BluePrint will use commercially reasonable efforts to correct it or to re-perform the affected function. If BluePrint cannot do so within 30 days after notice, the Customer may terminate the affected Plan and receive a pro-rata refund of prepaid fees for the remainder of the current paid term. This Section 16.2, together with Section 12.2 for availability, is the Customer’s exclusive remedy for breach of the warranties in Section 16.1(a) and (b).

16.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTIONS 8.4, 8.7 AND 16.1, THE SERVICE, THE DOCUMENTATION, OUTPUT, VALIDATION RESULTS AND AI OUTPUT ARE PROVIDED “AS IS,” AND BLUEPRINT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SUBMISSION WILL BE ACCEPTED BY THE SEC, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE.

17. Limitation of Liability

17.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, AND WHETHER CHARACTERIZED AS DIRECT OR INDIRECT, BLUEPRINT WILL NOT BE LIABLE FOR: (a) LOSS OF ELIGIBILITY TO USE FORM S-3, FORM S-8, FORM F-3 OR ANY OTHER REGISTRATION FORM; (b) LOSS OF WELL-KNOWN SEASONED ISSUER STATUS OR THE ACQUISITION OF INELIGIBLE-ISSUER STATUS; (c) UNAVAILABILITY OF RULE 144 OR ANY OTHER EXEMPTION; (d) THE COSTS OF ANY RESTATEMENT OR AMENDMENT OF A FILING, EXCEPT AS PROVIDED IN SECTION 17.4; (e) TRADING LOSSES OR ANY DIMINUTION IN THE VALUE OF ANY SECURITY; (f) THE COSTS OF RESPONDING TO ANY INQUIRY, COMMENT, INVESTIGATION OR PROCEEDING OF THE SEC, ANY SECURITIES EXCHANGE OR ANY OTHER AUTHORITY; OR (g) ANY FINE, PENALTY OR SANCTION IMPOSED ON THE CUSTOMER OR A FILER BY ANY AUTHORITY, IN EACH CASE EXCEPT TO THE EXTENT ARISING FROM A MATTER DESCRIBED IN SECTION 17.3 OR RECOVERABLE UNDER THE LAST SENTENCE OF SECTION 17.2.

17.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE FOR THE AFFECTED WORKSPACE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (b) $25,000 IF THE WORKSPACE WAS ON BP-FULL WHEN THAT EVENT OCCURRED, AND OTHERWISE $1,000. FOR A BREACH OF SECTION 10 (CONFIDENTIALITY AND PRE-RELEASE INFORMATION), SECTION 11 (SECURITY) OR THE DPA, THE FOREGOING AMOUNT IS INCREASED TO TWO TIMES THE AMOUNT IN CLAUSE (a) OR TWO TIMES THE AMOUNT IN CLAUSE (b), WHICHEVER IS GREATER. IF BLUEPRINT BREACHES SECTION 10, SECTION 11 OR THE DPA, THE CUSTOMER’S REASONABLE, DOCUMENTED OUT-OF-POCKET COSTS OF FORENSIC INVESTIGATION, OF NOTIFYING INDIVIDUALS AND AUTHORITIES AS REQUIRED BY LAW, AND OF RESPONDING TO INQUIRIES OF THE SEC OR OTHER AUTHORITIES ARISING FROM THAT BREACH ARE DIRECT DAMAGES, RECOVERABLE NOTWITHSTANDING SECTION 17.1 BUT ONLY WITHIN THE INCREASED AMOUNT.

17.3 Exclusions from the limitations. Sections 17.1 and 17.2 do not apply to (a) a party’s indemnification obligations under Section 18; (b) a party’s gross negligence, willful misconduct or fraud; (c) the Customer’s payment obligations; or (d) any liability that cannot be limited under applicable law.

17.4 Direct damages BluePrint accepts. For clarity, and subject to Section 17.2, if a submission is delayed, rejected or rendered inaccurate by BluePrint’s breach of these Terms, the reasonable, documented out-of-pocket costs of re-preparing and re-filing the submission, and of preparing and filing an amendment to correct the inaccuracy, are direct damages recoverable by the Customer.

17.5 AI-specific exclusion. BluePrint will have no liability for any loss arising from (a) the Customer’s approval of a Tag Suggestion, except to the extent the loss results from BluePrint’s breach of Section 8.4; or (b) the use of a Tag Suggestion that has not been approved under Section 8.3, or of other AI Output that has not been reviewed as Section 8.6 requires.

17.6 Basis of the bargain. The parties agree that the limitations in this Section 17 reflect the allocation of risk on which the fees are based and are an essential basis of the bargain.

18. Indemnification

18.1 By BluePrint. BluePrint will defend the Customer against any claim by a third party alleging that the Service, as provided by BluePrint and used in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay damages finally awarded against the Customer, or agreed in a settlement BluePrint approves, on that claim. BluePrint has no obligation for claims arising from (a) Customer Data, AI Input or AI Output; (b) combination of the Service with products, data or processes not provided by BluePrint; (c) modification of the Service other than by BluePrint; or (d) use of the Service after BluePrint has offered a non-infringing alternative. If the Service is or may be enjoined, BluePrint may procure the right for the Customer to continue using it, modify it to be non-infringing, or terminate the affected Plan and refund prepaid fees for the remainder of the current paid term. This Section 18.1 states BluePrint’s entire liability for infringement.

18.2 By the Customer, Stewards and Filing Parties. The Customer, and each Steward and Filing Party as provided in Section 1.8, will defend BluePrint and its Affiliates, and their officers, directors, employees and agents, against any claim by a third party, including the SEC, any securities exchange, any investor or any Filer, arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s rights; (b) the content, accuracy, timing or compliance of any submission prepared or transmitted from the Customer’s Workspace, including any Interactive Data File; (c) a breach of Section 4.5 or 4.6, including any lack of authority from a Filer, reporting person or beneficial owner, or a Steward’s attestation of a client address that did not belong to the Filer’s representative; or (d) use of the Service in breach of Section 13 or of a Model Provider’s usage policy; and will pay damages, penalties, costs and expenses (including reasonable attorneys’ fees) finally awarded or agreed in settlement on that claim.

18.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim (a delay in notice relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement, and reasonable cooperation at the indemnifying party’s expense. The indemnifying party will not settle a claim in a manner that admits fault by, or imposes obligations on, the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

19. Changes to These Terms and the Service

19.1 Material changes. BluePrint may change these Terms. For a change that materially reduces the Customer’s rights or increases its obligations, BluePrint will give at least 30 days’ notice by email to the Workspace Administrators and Account Holders and by posting the revised Terms. The change takes effect (a) for a Workspace, on the later of 30 days after notice and acceptance of the revised Terms in the Service by a Workspace Administrator on the Workspace Owner’s behalf (or, before a Filer becomes the Workspace Owner, by the User responsible for the Workspace under Section 1.4(c) or 1.5(d)); (b) for a User, on the later of 30 days after notice and the User’s own acceptance in the Service; (c) for a Filing Party, on the later of 30 days after notice and its next transmission of a submission from the Workspace under its EDGAR account; and (d) for an Account Holder, on the later of 30 days after notice and acceptance in the Service by a User who manages its Account. After the 30-day period, BluePrint may require the applicable acceptance before further use of the Service, except that export under Sections 7.2 and 9.4 remains available and BluePrint will not condition access on acceptance during the two Business Days before a filing deadline recorded in the Service. No change will materially reduce BluePrint’s confidentiality, security or privacy obligations, or the Customer’s rights in Customer Data, during a paid term without the Customer’s express written consent, which acceptance under this Section 19.1 does not constitute.

19.2 Termination right. If the Customer reasonably determines that a change under Section 19.1 materially and adversely affects it, the Customer or the Account Holder may terminate the affected Plan by notice given within the 30-day period, and BluePrint will refund prepaid fees for the remainder of the current paid term.

19.3 Changes required by law or Model Providers. A change required to comply with applicable law, an SEC or EDGAR requirement, or a requirement mandated by a Model Provider takes effect on notice. If such a change materially and adversely affects the Customer’s use of AI Features, the Customer may elect by notice within 30 days to discontinue AI Features and receive the refund described in Section 8.14 for the remainder of the current paid term.

19.4 Other changes. Other changes take effect on posting with an updated version number and effective date. Continued use of the Service after the effective date constitutes acceptance.

20. General

20.1 Publicity. BluePrint will not identify the Customer or any Filer as a customer, or use its name or marks, without its prior written consent.

20.2 Reserved.

20.3 Subprocessors. BluePrint may use subprocessors, including Model Providers, to provide the Service, and remains responsible for their performance. The current subprocessors are identified on the Subprocessor List. BluePrint will give notice of a new subprocessor, or of its use of a Model Provider for an AI Feature that Model Provider did not previously serve, by updating the Subprocessor List and emailing the Workspace Administrators and other subscribers to it at least 15 days before the new subprocessor or use begins to process Customer Data. Notice of a new subprocessor engaged by a Model Provider will be given promptly after BluePrint receives notice of it. Section 7 of the DPA governs objections.

20.4 Export and sanctions. Each party will comply with applicable export control and sanctions laws. The Customer represents that it is not, and is not owned or controlled by, a person on any U.S. government restricted-party list.

20.5 Governing law; venue. These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules. Each party submits to the exclusive jurisdiction of the United States District Court for the Northern District of Ohio and the Ohio state courts located within that district for any dispute arising out of or relating to these Terms or the Service, and waives any objection to venue there. EACH PARTY WAIVES TRIAL BY JURY IN ANY SUCH DISPUTE.

20.6 Assignment. Neither party may assign these Terms without the other’s consent, except that either party may assign them without consent to an Affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets, on notice to the other. Any other purported assignment is void.

20.7 Notices. Notices to BluePrint must be sent to admin@blueprint-filing.com, with a copy to nkim@intsystemsllc.com. Notices to the Customer will be sent to the email addresses of its Workspace Administrators, and notices concerning fees also to the Account Holder, and are effective when sent.

20.8 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including acts of government, unavailability of EDGAR or other SEC systems, failures of the internet, labor disputes, or natural disasters, provided that it uses reasonable efforts to mitigate. A failure of a subprocessor, including BluePrint’s hosting provider, is not such an event unless it is itself caused by one, except that a failure of a Model Provider excuses BluePrint’s performance of AI Features. This Section does not excuse payment obligations or Section 11.

20.9 Independent contractors; no waiver; severability. The parties are independent contractors. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder of these Terms will continue in effect.

20.10 Entire agreement. These Terms, with the documents incorporated in them, are the entire agreement between the parties concerning the Service and supersede all prior or contemporaneous agreements and communications on that subject, subject only to Section 1.10.

20.11 Electronic contracting. The parties agree to contract electronically. Clicking to accept, or accepting through the Service, has the same effect as a signature.

Exhibit A — Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the BluePrint Terms of Service (the “Terms”) between BluePrint and the Customer and applies to the extent BluePrint processes Personal Data in Customer Data on the Customer’s behalf. Capitalized terms not defined here have the meanings given in the Terms.

1. Definitions

“Data Protection Laws” means all laws applicable to the processing of Personal Data under the Terms, including, as applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act and its regulations (“CCPA”), other U.S. state privacy laws, the EU General Data Protection Regulation 2016/679 (“GDPR”), the GDPR as incorporated into United Kingdom law (“UK GDPR”), and the Swiss Federal Act on Data Protection.

“Personal Data” means information in Customer Data that identifies, relates to, describes, or is reasonably capable of being associated with an identified or identifiable natural person, including “personal information” and “personal data” as defined in Data Protection Laws.

“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses approved by European Commission Decision 2021/914, and “UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner’s Office.

“Subprocessor” means a third party engaged by BluePrint to process Personal Data on the Customer’s behalf, including Model Providers.

“Controller,” “processor,” “business,” “service provider,” “sell,” “share” and “data subject” have the meanings given in the applicable Data Protection Laws.

2. Roles

As between the parties, the Workspace Owner is the controller or business of Personal Data in the Customer Data of its Workspace, and BluePrint is its processor or service provider. A Steward or Filing Party that uploads, prepares or transmits a Filer’s data acts for the Filer, instructs BluePrint on the Filer’s behalf, and warrants that its instructions are authorized by the Filer; as to those instructions BluePrint is a sub-processor. EDGAR Credentials issued to a Filing Party are not Customer Data and are processed only under Sections 5.3 and 5.4 of the Terms. BluePrint processes each User’s User Account Data, including his or her user API token, as a controller, as described in the Privacy Notice and subject to Sections 5.3 and 5.4 of the Terms; User Account Data is not processed under this DPA.

3. Details of Processing

Subject matter: provision of the Service under the Terms. Duration: the term of the Terms plus the retention periods in Section 9.4 of the Terms. Nature and purpose: hosting, formatting, tagging, validating and transmitting SEC filings and related documents at the Customer’s direction; providing AI Features; providing support. Categories of data subjects: the Customer’s and Filers’ officers, directors, employees and advisors; reporting persons and beneficial owners; persons named in filings (including in executive-compensation, beneficial-ownership and related-party disclosures); Authorized Users. Categories of Personal Data: names, titles, business contact details, signatures, holdings and transaction data, compensation data and other information as it appears in filings; names and user identifiers of Authorized Users as they appear in Customer Data, such as approval and submission records. Special categories: none intended; any that appear in filings are processed only as part of the filing.

4. Processing Instructions

BluePrint will process Personal Data only on the Customer’s documented instructions, which are the Terms, this DPA, the Customer’s use of the Service, and any further written instructions the Customer gives, unless required to do otherwise by law, in which case BluePrint will inform the Customer where legally permitted. BluePrint will inform the Customer if it believes an instruction violates Data Protection Laws.

5. Confidentiality and Personnel

BluePrint will ensure that persons authorized to process Personal Data are bound by confidentiality obligations and have received appropriate training, and Section 10 of the Terms applies to Personal Data.

6. Security

BluePrint will implement the technical and organizational measures described on the Trust Page and in Section 11 of the Terms, which the parties agree are appropriate to the risk, and will not reduce them materially during the term.

7. Subprocessors

7.1 The Customer authorizes BluePrint to engage the Subprocessors identified on the Subprocessor List, and authorizes BluePrint to engage additional Subprocessors under this Section 7.

7.2 BluePrint will give notice of a new Subprocessor as described in Section 20.3 of the Terms. The Customer may object on reasonable data-protection grounds by written notice within 10 Business Days after BluePrint’s notice. If the parties cannot resolve the objection within 30 days, the Customer may terminate the affected Plan and receive a pro-rata refund of prepaid fees for the remainder of the current paid term, as its sole remedy.

7.3 BluePrint will impose on each Subprocessor data-protection obligations that are no less protective than those in this DPA, to the extent applicable to the services the Subprocessor provides, and remains liable for the Subprocessor’s performance.

7.4 Model Providers. The Customer authorizes BluePrint to disclose Personal Data in AI Input to Model Providers as Subprocessors, solely for the purpose of providing AI Features, subject to Section 8 of the Terms, including the retention disclosures in Section 8.9.

8. Data Subject Requests

BluePrint will, taking into account the nature of the processing, assist the Customer by appropriate technical and organizational measures in responding to requests by data subjects to exercise their rights under Data Protection Laws. If BluePrint receives such a request directly, it will refer the data subject to the Customer and will not respond except to confirm that the request has been referred, unless required by law.

9. Personal Data Breach

BluePrint will notify the Customer as described in Section 11.3 of the Terms of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data, and will provide information reasonably required by the Customer to meet its own notification obligations. Notice is not an admission of fault.

10. Assistance; Impact Assessments

BluePrint will provide reasonable assistance, at the Customer’s expense where the assistance is extensive, with data-protection impact assessments and prior consultations with supervisory authorities, to the extent required by Data Protection Laws and related to BluePrint’s processing.

11. Deletion and Return

On termination, Section 9.4 of the Terms governs the return and deletion of Personal Data.

12. Audit

On written request no more than once in any 12-month period, BluePrint will make available the information reasonably necessary to demonstrate compliance with this DPA, including the written description of security controls provided under Section 11.2 of the Terms and responses to a written security questionnaire under Section 11.4 of the Terms. Where those materials are insufficient to demonstrate compliance as required by Data Protection Laws, the Customer may, on 30 days’ notice and subject to reasonable confidentiality and scheduling terms, conduct or have an independent auditor conduct an audit limited to the relevant systems and records, at the Customer’s expense.

13. International Transfers

13.1 BluePrint hosts Personal Data in the Service in the United States. Personal Data in email and support correspondence, and AI Input and AI Output processed by Model Providers, are processed in the locations stated on the Subprocessor List. To the extent Personal Data subject to the GDPR, the UK GDPR or Swiss law is transferred to BluePrint in the United States, the SCCs are incorporated into this DPA as follows: Module Two (controller to processor) applies where the Customer is a controller and Module Three (processor to processor) where the Customer is a processor; Clause 7 (docking) is included; Clause 9 option 2 (general authorization) applies with an advance notice period of 15 days, as described in Section 20.3 of the Terms; the optional language in Clause 11 is not included; Clause 17 option 1 applies with the law of Ireland; Clause 18 designates the courts of Ireland; Annex I is completed by Section 3 of this DPA and the parties’ details in the Terms; Annex II is completed by the Trust Page; and Annex III is the Subprocessor List. For transfers from the United Kingdom, the UK Addendum applies with Table 4 permitting either party to end the addendum as set out in its Section 19. For transfers from Switzerland, references to the GDPR are read as references to the Swiss Federal Act on Data Protection, and the Swiss Federal Data Protection and Information Commissioner is the competent authority.

13.2 In the event of a conflict between this DPA and the SCCs, the SCCs govern.

14. CCPA Service Provider Terms

To the extent the CCPA applies to Personal Data, BluePrint, as a service provider:

1. will not sell or share Personal Data;

2. will not retain, use or disclose Personal Data for any purpose other than the business purposes specified in the Terms and this DPA, or outside the direct business relationship between BluePrint and the Customer;

3. will not combine Personal Data received from the Customer with personal information received from another person or collected from BluePrint’s own interactions with consumers, except as the CCPA regulations permit; for clarity, the de-identified and aggregated corrections described in Section 8.8(b) of the Terms are stripped of Personal Data before any aggregation;

4. will comply with the CCPA and provide the same level of privacy protection it requires;

5. will notify the Customer if it determines that it can no longer meet its obligations under the CCPA;

6. grants the Customer the right, on reasonable notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data; and

7. certifies that it understands and will comply with these restrictions.

15. No Significant Decisions

The Service does not use Personal Data to make decisions that produce legal or similarly significant effects concerning any individual, and does not engage in profiling of individuals. AI Features process Personal Data only as it appears in the Customer’s documents for the purpose of preparing the Customer’s filings.

16. Liability

Each party’s liability under this DPA is subject to Section 17 of the Terms. The Customer is responsible for the acts and omissions of any Filer for which it acts as if they were its own.

17. Precedence

In the event of a conflict, this DPA governs over the Terms as to the processing of Personal Data, and the SCCs govern over this DPA.

End of Terms of Service and Exhibit A.