GLENCOCO MASTER SERVICES AGREEMENT

This Glencoco Master Services Agreement ("Agreement") is made between Glencoco, Inc., a Delaware corporation with offices at 134 N 4th St, Brooklyn, NY 11249 ("Glencoco") and Customer and governs the Customer's use of the Services (each as defined below).

"Customer" means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date on which such person or entity signs an order form indicating acceptance of this Agreement or uses the service.

Glencoco reserves the right to modify or update this Agreement from time to time; provided that any such modifications shall be subject to the amendment provisions set forth in Section 9 (Miscellaneous). Glencoco will provide Customer with written notice of any material modifications in accordance with Section 9, and Customer's continued use of the Services following the effective date of such modifications shall constitute acceptance thereof.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE. THE SERVICE IS INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND IS NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.

If Customer and Glencoco have executed a written agreement governing Customer's access to and use of the Service as a Glencoco customer, then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement includes and incorporates the contents of an Order Form sent to the Customer, as well as the accompanying Terms and Conditions and contains, among other things, warranty disclaimers and liability limitations. Each party's acceptance of this Agreement was and is expressly conditional upon the other's acceptance of the terms contained in this Agreement to the exclusion of all other terms.

Services: Professional Services shall consist of lead generation Services for Customer whereby Glencoco's representatives will source meetings with prospective clients of Customer, which will be held over video conferencing tools such as Zoom and may consist of a pitch by Customer's designated applicable account executive.

Fees: A dollar amount for each Qualified Meeting specified in the Order Form as "Price per Qualified Meeting". Qualified Meeting pricing may be reasonably adjusted no more than once every one month by the Customer, subject to review and approval by Glencoco.

Platform Fee: A fixed dollar amount paid for on a recurring term (either monthly or annually) by the Customer in order to gain access to the platform and have a listed campaign.

Payment Schedule: Customer authorizes Glencoco to charge the payment method on file for Fees as they are incurred in accordance with the applicable Order Form.

Service Term; Minimum Purchase Amount: The Service Term will be from the Effective Date and continue for a twelve-month period. There is no minimum purchase amount applicable under this Order Form.

TERMS AND CONDITIONS

1. PROFESSIONAL SERVICES

1.1 Subject to the terms and conditions of this Agreement, Glencoco will use commercially reasonable efforts to provide Customer with the Services (the "Professional Services") set forth in the Order Form between the Parties (the "Order Form"). Unless otherwise stated in an Order Form, the Professional Services shall consist of lead generation Services for Customer whereby Glencoco's representatives engaged through the Glencoco platform (such individuals, the "Callers") will source meetings with prospective clients of Customer ("Prospects"), which will be held over video conferencing tools such as Zoom and may consist of a pitch by Customer's designated applicable account executive and a demonstration of Customer's product(s). Glencoco may use subcontractors to perform the Professional Services.

1.2 Qualified Meeting

1.2.1 A meeting shall be considered a "Qualified Meeting" if it satisfies the applicable qualification criteria established for the campaign under which the meeting was booked (the "Qualification Criteria"). Qualification Criteria shall be documented within campaign configuration materials accessible to Customer and Glencoco and may be modified only with Glencoco's written approval on a prospective basis. Unless otherwise specified in the applicable Qualification Criteria, baseline qualification conditions include that (i) the meeting is scheduled and occurs between Customer's designated account executive and a representative of the applicable Prospect, and (ii) the meeting is ultimately dispositioned as a "show" in accordance with Section 1.2.2. Customer acknowledges that maintenance of accurate calendar availability for Customer personnel is a material operational responsibility. Where a meeting is scheduled in accordance with Customer-provided calendar availability and Customer personnel fail to attend such meeting without providing at least two (2) Business Days advance notice, the meeting shall be deemed to satisfy the Qualification Criteria and shall be billable. "Business Day" means any day other than Saturday, Sunday, or a federal holiday observed in the United States.

For clarity:

(a) The Qualification Criteria and applicable pricing in effect at the time a meeting is originally scheduled shall govern qualification and billing for such meeting; and

(b) If a meeting is rescheduled, the Qualification Criteria and pricing in effect as of the rescheduled meeting date shall govern qualification and billing.

1.2.2 Following the scheduled meeting start time, a meeting may be dispositioned as "show" or "no-show" by (a) the Caller responsible for booking the meeting, (b) Customer personnel, including account executives, or (c) Glencoco or its authorized representatives. A meeting may have only one active disposition state at any time, and the first recorded disposition shall be controlling for operational purposes; provided that Glencoco or its authorized representatives may administratively modify, correct, or supersede any disposition as reasonably necessary to reflect actual meeting occurrence. If Customer does not disposition a meeting within two (2) Business Days following the originally scheduled meeting start time, the meeting shall be deemed to satisfy the Qualification Criteria and shall be billable.

1.2.3 A meeting dispositioned as "show" shall be presumed to be a Qualified Meeting unless disputed in accordance with this Agreement. Glencoco or its authorized representatives determine that a meeting qualifies or does not qualify based on available information, including recordings, calendar evidence, meeting metadata, or other reasonably relevant materials. Customer feedback, ratings, or subjective assessments regarding meeting quality shall not independently determine whether a meeting constitutes a Qualified Meeting.

1.2.4 Customer may dispute qualification of a meeting solely on the basis that the meeting failed to satisfy the applicable Qualification Criteria. Customer may submit one dispute per meeting through the designated platform interface within two (2) Business Days following the earlier of (a) the meeting being dispositioned as "show" or (b) the meeting being designated as qualified by Glencoco or its authorized representatives. Disputes submitted after expiration of this period shall be deemed waived.

1.2.5 Submission of a dispute requires supporting evidence demonstrating failure to satisfy the Qualification Criteria. Acceptable evidence shall consist of (a) a full meeting recording, (b) a complete, unaltered transcript of the meeting, or (c) a meeting access link or equivalent documentation permitting review of the entire meeting. Evidence must reasonably reflect the entirety of the meeting and shall not consist of excerpts, summaries, or partial transcripts.

1.2.6 Disputes shall be reviewed by Glencoco or its authorized representatives, who may resolve disputes in their reasonable discretion based on available information. Payout for any disputed meeting shall remain paused until dispute resolution. A determination that a meeting is unqualified shall render such meeting non-billable, and a determination that a meeting is qualified shall be final and binding. Glencoco may endeavor to review disputes within commercially reasonable timeframes; however, no service level commitment is provided.

1.2.7 Failure by Customer to submit a dispute within the applicable two (2) Business Day period shall constitute acceptance that the meeting satisfies the Qualification Criteria and shall result in the meeting becoming billable. Glencoco may, at its discretion and without obligation, review or reverse qualification determinations after such period as a goodwill accommodation. Glencoco reserves the right to suspend Customer's access to the Professional Services in the event Customer is in breach of this Agreement, including failure to pay any amounts due.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will cooperate with Glencoco in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Glencoco may reasonably request, including by promptly providing information, personnel availability, meeting recordings, transcripts, calendar data, or other materials reasonably requested by Glencoco in connection with meeting verification, qualification review, or dispute resolution.

2.2 Customer will designate an employee who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to Glencoco.

2.3 Glencoco provides a marketplace through which Customers may identify and interact with Callers. Subject to the fee obligations set forth herein, Customer may solicit, hire, engage, or otherwise form commercial relationships with Callers.

If, during the Term of this Agreement or within six (6) months following its termination, Customer or any of its affiliates, agents, contractors, or related entities enters into any employment relationship, independent contractor relationship, consulting arrangement, revenue-sharing arrangement, compensated program participation, project engagement, or other commercial relationship with a Caller introduced, discovered, or first connected through the Glencoco platform (each, an "Engagement"), Customer shall promptly notify Glencoco and shall pay to Glencoco a search fee equal to fifteen percent (15%) of such Caller's total First Year Compensation (as defined below).

2.3.1 An Engagement shall include any arrangement under which a Caller provides Services, contributes labor or expertise, participates in revenue-generating activities, supports Customer's operations, or otherwise creates commercial value for Customer in exchange for monetary compensation, variable earnings, commissions, profit share, stipends, program participation benefits, or any other form of economic consideration, whether paid directly or indirectly.

2.3.2 An Engagement expressly includes pilot programs, trial periods, proofs of concept, consulting arrangements, project-based work, temporary placements, or other compensated evaluation or exploratory relationships in which a Caller performs Services or participates in Customer's business activities, regardless of duration and regardless of whether such relationship ultimately continues.

2.3.3 An Engagement may exist regardless of whether the Caller is classified as an employee, independent contractor, program member, student, collaborator, or any similar designation, and the Parties agree that characterization of the relationship shall not be determinative where Services are performed or economic value is created.

2.3.4 "First Year Compensation" means the total economic value received or reasonably expected to be received by the Caller from Customer or Customer-controlled opportunities during the twelve (12) months following commencement of the Engagement, including without limitation salary, commissions, revenue share, campaign earnings, consulting fees, stipends, bonuses, non-cash compensation, or any other economic benefit. If actual compensation is not reasonably ascertainable, the Parties agree that First Year Compensation shall be determined by Glencoco in good faith based on available information including role scope, market benchmarks, and comparable engagements.

2.3.5 The Parties acknowledge that the search fee set forth in this Section constitutes consideration for Customer's access to and participation in the Glencoco talent marketplace and shall apply regardless of whether Glencoco directly facilitated the Engagement beyond introduction of the Caller through platform participation.

2.3.6 The obligations set forth herein shall not apply where Customer demonstrates that it maintained a bona fide pre-existing professional relationship with the Caller that was independent of and not materially expanded through the Glencoco platform.

2.3.7 An Engagement shall not include isolated, incidental, or de minimis interactions that do not involve meaningful provision of Services or participation in Customer's commercial activities, including purely observational activities, unpaid trials, or one-time interactions that are not reasonably intended to evaluate the Caller for ongoing commercial use.

2.4 While this Agreement is active and for a period of twelve months following termination, Customer agrees that if Customer hires or engages any of Glencoco's employees (as either employees or independent contractors), Customer shall give Glencoco prompt written notice and shall pay to Glencoco a placement fee consisting of fifty percent (50%) of such person's First Year Compensation.

Notwithstanding the above, the good faith engagement of a Glencoco employee in response to a general advertisement shall not constitute an engagement of such employee that requires payment of a placement fee under this Section 2.4. For clarity, both the prohibition on solicitation and the placement fee under this Section 2.4 apply only to Glencoco's business employees and not to Glencoco's Callers. If Customer desires to hire a Caller directly, then a small search fee shall apply pursuant to Section 2.3 above.

3. CONFIDENTIALITY

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's technology or business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). The Parties agree that any contact information, including any personally identifiable information for any Prospect or representative of a Prospect is the Confidential Information of Glencoco.

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information or use the Proprietary Information in a manner not contemplated by this Agreement, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Glencoco may aggregate anonymized data and use such aggregated data to evaluate and improve the Professional Services and otherwise for its business purposes.

3.3 Customer acknowledges that Glencoco does not wish to receive any Proprietary Information from Customer that is not necessary for Glencoco to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Glencoco may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.

3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4. INTELLECTUAL PROPERTY RIGHTS; PROSPECT CONTACT INFORMATION

4.1 Except as expressly set forth herein, Glencoco alone (and its licensors, where applicable) will retain all intellectual property rights relating to the methods by which it provides the Professional Services or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the methods of performing the Professional Services, which suggestions are hereby assigned to Glencoco. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

4.2 Any contact information for Prospects, including personally identifiable information, is explicitly recognized by Customer to be the Confidential Information of Glencoco. Customer hereby agrees to indemnify and hold harmless Glencoco against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of any privacy applicable laws relating to such information or misuse of the foregoing.

5. PAYMENT OF FEES

5.1 Customer will pay Glencoco the applicable fees set forth in the Order Form (the "Fees"). To the extent applicable, Customer will also pay Glencoco for additional services, including consulting fees, the search fee pursuant to Section 2.3, and the placement fee pursuant to Section 2.4. Customer authorizes Glencoco to charge the payment method on file for Fees as they are incurred in accordance with the applicable Order Form and agrees to maintain a valid payment method on file throughout the Term. Any invoices provided by Glencoco shall be informational only and shall not constitute a condition precedent to payment unless expressly stated in an applicable Order Form. If an Order Form does not specify a payment method or timing, payment shall be due within thirty (30) days of invoice.

5.2 Fees not paid when due under Section 5.1 are subject to a finance charge of one and one-half percent (1.5%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Glencoco's net income) unless Customer has provided Glencoco with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Glencoco on account thereof.

6. TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form.

6.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business.

6.3 Either party may terminate this Agreement at will by giving thirty (30) days prior written notice to the other party.

6.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

7. WARRANTY DISCLAIMER

THE PROFESSIONAL SERVICES AND GLENCOCO PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. GLENCOCO (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, PROFESSIONAL SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PROFESSIONAL SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE PROFESSIONAL SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF EACH PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO GLENCOCO HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign, transfer, or sublicense this Agreement, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets upon written notice to the other party. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior and contemporaneous written and oral agreements, communications, and understandings relating to the subject matter hereof. Except as otherwise provided herein, this Agreement may be modified only by a written instrument executed by authorized representatives of both parties. Notwithstanding the foregoing, Glencoco may update or modify this Agreement from time to time; provided that any material modification shall apply only prospectively and shall not materially diminish Customer's rights with respect to any active Order Form without Customer's written consent. Glencoco will provide Customer with written notice of material modifications, and continued use of the Services following the effective date of such modifications shall constitute acceptance thereof. Nothing in this Agreement shall be deemed to create any agency, partnership, joint venture, or employment relationship between the parties, and neither party shall have authority to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees. All notices under this Agreement shall be in writing and shall be deemed duly given when received if personally delivered, when receipt is electronically confirmed if transmitted by email, or upon receipt if sent by certified or registered mail (return receipt requested), postage prepaid. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The state and federal courts located in Brooklyn, New York shall have exclusive jurisdiction and venue with respect to any disputes arising from or relating to this Agreement; provided, however, that either party may seek injunctive or equitable relief in any court of competent jurisdiction. Glencoco may disclose Customer as a customer of Glencoco for marketing and promotional purposes unless Customer provides written notice requesting confidentiality of such disclosure.