Participant Data License Agreement

(a) “Aggregated Data” means de-identified Licensable Data combined from multiple Participants.

(b) “Derivative Product” means any product, service, dataset, index, benchmark, analytic tool, or other work developed by Energy Connect, in whole or in part, from Aggregated Data or De-identified Data, whether provided to Participants, to non-Participants, or to the general public, and whether provided for consideration or without charge.

(c) “De-identified Data” means Licensable Data from which all Identifying Information has been removed such that the Licensable Data can no longer reasonably be associated with or used to identify Participant or any specific transaction of Participant.

(d) “Identifying Information” means any information that would identify Participant or any specific transaction, counterparty relationship, or business dealing of Participant.

(e) “Licensable Data” means all data, information, and content of any kind submitted to, transmitted through, or otherwise made available on the Platform by or on behalf of Participant, including without limitation: (i) pricing data, including bid prices, offer prices, transacted prices, rack prices, spot prices, contract prices, differential prices, and pricing formulas; (ii) transaction data, including transaction volumes, transaction dates and times, product specifications, and payment terms; (iii) volumetric data, including inventory levels, throughput volumes, capacity utilization, and load specifications; (iv) geographic and location data, including terminal identifiers, delivery points, origination points, routing information, and jurisdictional identifiers; (v) product specifications, including grade, quality, blend composition, and additive information; (vi) timing and delivery data, including scheduling data, load-out times, delivery windows, and cycle-time information; and (vii) counterparty identifiers, subject to the limitations set forth in Section 3(d).

(f) “Services” means the Platform and any other products, tools, and services provided by Energy Connect from time to time.

(a) Grant of License. Subject to the terms and conditions of this Agreement, Participant hereby grants to Energy Connect a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable right and license to access, collect, host, store, reproduce, use, aggregate, anonymize, de-identify, modify, analyze, process, create derivative works from, publicly display, publicly perform, distribute, disclose, sell, license, and otherwise commercially exploit the Licensable Data, in each case for any purpose whatsoever, including without limitation: (i) operating, maintaining, improving, and expanding the Services; (ii) developing, producing, and commercially distributing Derivative Products; (iii) providing Derivative Products to third parties, whether or not such third parties are Participants; (iv) using Derivative Products for Energy Connect’s own internal business, marketing, and research purposes; (v) sublicensing the foregoing rights to third parties in connection with the distribution or use of Derivative Products; and (vi) any other purpose reasonably related to any of the foregoing.

(b) Scope of License. The license granted under Section 2(a) shall apply to all Licensable Data submitted by or on behalf of Participant to the Services at any time, whether before, on, or after the Effective Date. Participant acknowledges and agrees that (i) Licensable Data submitted prior to the Effective Date is subject to the license granted herein to the same extent as Licensable Data submitted on or after the Effective Date, (ii) the license is not conditioned upon continued use of the Services or maintenance of an account with Energy Connect, and (iii) the license survives termination of Participant’s account and this Agreement as set forth in Section 8.

(c) No Ownership Transfer. Participant shall retain ownership of the Licensable Data, subject to the broad license granted to Energy Connect under this Agreement. Energy Connect retains all right, title, and interest in and to the Derivative Products, including all intellectual property rights therein.

(d) Sublicense. Energy Connect may sublicense the rights granted hereunder to its affiliates, service providers, sublicensees, distributors, and end-user customers of Derivative Products, in each case for purposes consistent with this Agreement.

(a) Time Delay. No Licensable Data shall be incorporated into a Derivative Product distributed outside of Energy Connect until at least three (3) months have elapsed from the date such Licensable Data was first submitted to the Services; provided that this restriction shall not apply to (i) Derivative Products made available only to the Participant whose data is included, (ii) internal analytics and research conducted by Energy Connect for its own business purposes, or (iii) Derivative Products for which Energy Connect has obtained the express written consent of each contributing Participant.

(b) Minimum Participant Threshold. No Aggregated Data used in a Derivative Product distributed outside of Energy Connect shall be based on the Licensable Data of fewer than five (5) Participants for any given category, market, or data field represented in such Derivative Product.

(c) Contribution Cap. No single Participant shall contribute more than twenty-five percent (25%) of the underlying Licensable Data used to derive any specific data point, statistic, or output within a Derivative Product distributed outside of Energy Connect.

(d) Counterparty Pairs Excluded. Energy Connect shall not include the identity of specific counterparties to any transaction reflected in the Licensable Data, nor the pairing of any specific supplier with any specific customer or of any specific broker with any specific carrier. Aggregated Data may reflect statistics about categories of counterparties but shall not identify individual counterparty pairs.

(e) De-Identification Standards. Energy Connect shall use commercially reasonable methods to de-identify Licensable Data before incorporating it into any Derivative Product distributed outside of Energy Connect and shall periodically review its de-identification methods against then-current industry standards.

(f) No Individual Republication. Energy Connect shall not republish, sell, or distribute Licensable Data attributable to Participant in raw or Participant-identifiable form to any third party, except (i) as necessary to provide the Services to Participant or Participant’s counterparties in the ordinary course of Platform operation, (ii) with Participant’s prior written consent, (iii) as required by law, subpoena, court order, or governmental request, or (iv) in connection with a merger, acquisition, financing, sale of assets, or other corporate transaction involving Energy Connect.

(a) Acknowledgment. Participant acknowledges and agrees that, notwithstanding any industry norms, customary practices, or expectations of confidentiality that may generally attach to pricing, transaction, or other commercial data of the type comprising the Licensable Data, no Licensable Data submitted to the Services is treated by Energy Connect as confidential information for purposes of the license granted in Section 2. Participant expressly waives any claim, right, or remedy that Participant may have against Energy Connect based on any theory that the Licensable Data was confidential, proprietary, or trade-secret information of Participant.

(b) Trade Secret Protection Not Preserved. Participant acknowledges that the submission of Licensable Data to the Services may result in the loss of trade secret protection for such Licensable Data under applicable law, and Participant assumes all risk of such loss.

(c) Conspicuous Acceptance. Participant acknowledges that the terms of this Agreement, including this Section 4, were conspicuously presented to Participant at onboarding and that Participant had a full and fair opportunity to review this Agreement, consult with counsel, and decline to accept these terms.

(a) Authority. Participant has full right, power, and authority to enter into this Agreement, to grant the license set forth in Section 2, and to perform Participant’s obligations hereunder. If Participant is entering into this Agreement on behalf of an entity, the individual accepting this Agreement is duly authorized to bind such entity.

(b) No Conflict. Participant’s submission of Licensable Data to the Services and the grant of the license set forth in Section 2 do not and will not (i) violate any contract, confidentiality agreement, non-disclosure agreement, or other obligation between Participant and any counterparty, customer, supplier, employer, or other third party, (ii) violate any applicable law, rule, regulation, or order of any governmental authority, or (iii) infringe, misappropriate, or violate any intellectual property right, privacy right, publicity right, or other right of any third party.

(c) Accuracy. All Licensable Data submitted by Participant is, to Participant’s knowledge, true, accurate, and complete in all material respects at the time of submission. Participant will promptly notify Energy Connect if Participant becomes aware that any previously submitted Licensable Data was materially inaccurate at the time of submission.

(d) No Manipulation. Participant is not submitting Licensable Data for the purpose of manipulating, distorting, or influencing any Derivative Product in a manner inconsistent with the ordinary course of Participant’s business, and Participant is not acting in concert with any other Participant or third party for such purpose.

(a) No Coordination. Participant acknowledges and agrees that Participant shall not use the Services to communicate, coordinate, or agree with any competitor of Participant regarding prices, price levels, pricing strategy, output, output levels, capacity, market allocation, customer allocation, geographic allocation, or any other matter that would constitute a violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, or any comparable federal, state, or foreign competition law.

(b) Independent Business Decisions. All pricing, output, capacity, and business decisions made by Participant are and shall be made unilaterally and independently by Participant, without reference to, coordination with, or reliance upon the current or future Licensable Data of any other Participant or upon any Derivative Product for purposes of coordinating with competitors.

(c) Energy Connect Compliance. Nothing in this Agreement shall constitute legal advice to Participant regarding Participant’s antitrust compliance obligations and Participant is solely responsible for its own compliance with applicable competition laws.

(a) Historical Data Covered. Participant acknowledges and agrees that the license granted in Section 2 applies to all Licensable Data previously submitted by or on behalf of Participant to the Services prior to the Effective Date, to the same extent as Licensable Data submitted on or after the Effective Date. Participant hereby ratifies and confirms Energy Connect’s right to use such historical Licensable Data in accordance with the terms of this Agreement.

(b) Prior Terms Superseded. With respect to Licensable Data and the licenses relating thereto, this Agreement supersedes any prior version of the Terms of Service, privacy policy, or other terms and conditions between the Parties. The Parties intend that this Agreement shall govern the treatment of Licensable Data going forward and retroactively, notwithstanding any inconsistent provision in any prior document.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

(b) Venue and Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be subject to the dispute resolution provisions of the Terms of Service, which are incorporated herein by reference.

(c) Relationship to Terms of Service. This Agreement is a separate and independent agreement between the Parties and shall not be construed as an amendment to, or as part of, the Terms of Service. In the event of any conflict between this Agreement and the Terms of Service with respect to the Licensable Data, this Agreement shall control.

(d) Amendments. Energy Connect may amend this Agreement from time to time by posting an updated version on its website or such other URL as Energy Connect may designate and by providing notice of such amendment to Participant. Participant’s continued use of the Services following the effective date of any amendment shall constitute Participant’s acceptance of the amended Agreement.

(e) Assignment. Participant may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Energy Connect. Energy Connect may assign this Agreement and any rights or obligations hereunder without restriction, including in connection with a merger, acquisition, financing, sale of assets, reorganization, or comparable transaction.

(f) Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder of this Agreement shall continue in full force and effect.

(g) No Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

(h) Entire Agreement. This Agreement, together with the Terms of Service and the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral, with respect to such subject matter, subject to Section 7 above.

(i) Electronic Acceptance. Participant acknowledges and agrees that Participant’s acceptance of this Agreement through a click-through or comparable electronic acceptance mechanism constitutes a valid and binding signature under applicable law, including without limitation the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and comparable state laws.

(j) Notices. Notices to Energy Connect shall be sent to Energy Connect at 6809 Main Street Unit #690, Cincinnati, OH 45244, or by email to contact@energyconnecter.ai. Notices to Participant shall be sent to the email address on file with Participant’s account or through the Services.