Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between ThemesIQ, together with its affiliates, successors, and assigns (collectively, “ThemesIQ”), and the individual or entity submitting the request-access form (“Recipient”). Each party may act as a discloser (“Discloser”) and/or receiver (“Receiver”) of Confidential Information.

The “Effective Date” is the date Recipient submits the access form on themesiq.com with the NDA acknowledgment box checked. The individual submitting the form represents that they have authority to bind the entity they identify in the form.

The parties may disclose non-public information to one another solely for the limited purpose of evaluating a potential commercial relationship between them (the “Purpose”). The Purpose does not include, and Recipient is expressly prohibited from, using any Confidential Information for any AI/ML training, fine-tuning, benchmarking, competitive research, product development, journalism, publication, or academic activity. Restrictions on trading and investment activity are scoped in Section 5Abelow; Recipient's right to invest in publicly-listed securities through its own independent process is preserved.

“Confidential Information” means all non-public information, in any form (oral, written, electronic, visual, or observed) and whether or not marked or identified as confidential, that Recipient receives, accesses, observes, or derives from Discloser, Discloser's personnel, or Discloser's systems in connection with the Purpose. The existence of this Agreement, the existence and substance of any discussions or demos, and the fact that the parties are exploring a relationship are themselves Confidential Information.

Confidential Information includes any analyses, summaries, notes, abstractions, data extracts, or derivative works that Recipient creates from or based on Confidential Information (collectively, “Derived Materials”), which are deemed Confidential Information of Discloser regardless of authorship.

Receiver shall:

• use Confidential Information solely for the Purpose, and for no other purpose;
• protect Confidential Information using at least the degree of care it uses for its own most sensitive trade secrets, and never less than a high standard of care;
• limit access strictly to those of its employees, officers, and professional advisors who (a) have a clear need to know for the Purpose, (b) have been informed of the confidentiality obligations, and (c) are bound by written obligations of confidentiality at least as protective as this Agreement. Receiver is fully responsible for any breach by such persons;
• not disclose Confidential Information to any third party, including any contractor, vendor, affiliate, customer, investor, journalist, or AI/LLM service provider, without Discloser's prior written consent;
• not publish, post, screenshot, transcribe, record, or share any Confidential Information on any public, semi-public, or internal channel (including social media, blogs, podcasts, Slack, Discord, Teams, group chats, or AI assistants);
• promptly notify Discloser, and in no event later than twenty-four (24) hours after discovery, of any actual, suspected, or threatened unauthorized use, disclosure, loss, or compromise of Confidential Information, and cooperate fully in any investigation and remediation.

Without limiting Section 4, Recipient shall not, directly or indirectly:

• reverse engineer, decompile, disassemble, scrape, probe, benchmark, or attempt to derive the structure, logic, weights, prompts, training data, or operation of any software, model, dataset, output, or system disclosed, observed, or accessed in connection with the Purpose;
• use any Confidential Information or Derived Materials to train, fine-tune, evaluate, prompt, ground, or otherwise inform any artificial-intelligence, machine-learning, or retrieval system, whether owned by Recipient or a third party;
• use any Confidential Information, Derived Materials, or “residual knowledge” (including unaided recollection of personnel exposed to Confidential Information) to develop, build, refine, market, sell, or position any product, service, dataset, model, fund, basket, index, signal, or strategy that competes with, replicates, or is materially informed by ThemesIQ's offering;
• use any ThemesIQ proprietary output — including specific theme assignments, classifications, tier labels, scores, evidence chains, ranked rosters, or other pipeline output — as the basis for, or input to, any trade, order, signal, basket, fund, index, recommendation, or investment product (subject to Section 5A);
• remove, alter, obscure, or fail to reproduce any proprietary notice contained in or on any Confidential Information.

Nothing in this Agreement grants Recipient any “residual knowledge” right or any implied license. The parties expressly disclaim any such doctrine.

For clarity, and notwithstanding anything else in this Agreement:

• Recipient retains the unrestricted right to buy, sell, hold, recommend, or advise on any publicly-listed security, including any security that is also covered by ThemesIQ's offering, where the decision is based on Recipient's own independent investment process, publicly-available information, or sources independent of Confidential Information.
• The mere fact that a security, sector, or theme is also tagged, classified, or covered by ThemesIQ does not create any restriction on Recipient's trading or investment activity in that security.
• Recipient may not, however, create any product, dataset, signal, or strategy that is designed to replicate, mirror, or reverse-engineer ThemesIQ's outputs.

Confidential Information does not include information that Receiver can demonstrate by contemporaneous written records:

• was already in Receiver's lawful possession without an obligation of confidentiality before disclosure;
• is or becomes generally available to the public through no act or omission of Receiver or any person bound by an obligation of confidentiality to Discloser;
• was lawfully obtained from a third party who had the right to disclose it without an obligation of confidentiality; or
• was independently developed by Receiver's personnel who had no access to Confidential Information.

If Receiver is compelled by law, subpoena, or court order to disclose Confidential Information, it shall (a) give Discloser the maximum prior written notice legally permissible, (b) cooperate at Discloser's expense in any lawful effort to limit, oppose, or seek a protective order for the disclosure, and (c) disclose only the minimum required.

This Agreement begins on the Effective Date and continues for five (5) years. Receiver's confidentiality and use obligations with respect to Confidential Information disclosed at any time during the term survive expiration or termination for an additional five (5) years. Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law, including the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq. (the “DTSA”), without time limit.

Upon Discloser's written request, or upon any expiration or termination, Receiver shall promptly (and within ten (10) business days) return or, at Discloser's option, destroy all Confidential Information and Derived Materials in its possession or control, including all copies, extracts, and summaries, and shall certify destruction in writing signed by an officer of Receiver.

Receiver may retain copies solely to the extent required by mandatory law or its written, neutrally-applied document-retention policy, in which case this Agreement, including all obligations of confidentiality and non-use, continues indefinitely with respect to such retained copies.

No license or right under any patent, copyright, trademark, trade secret, know-how, or other intellectual-property right is granted by this Agreement, expressly, by implication, by estoppel, or otherwise. As between the parties, all Confidential Information and Derived Materials remain the exclusive property of Discloser. Nothing in this Agreement obligates either party to enter into any further agreement, deliver any product, or pursue any transaction.

All Confidential Information is provided “as is.” ThemesIQ makes no representations or warranties about the accuracy, completeness, performance, suitability, or fitness of any disclosed information for any purpose. Nothing disclosed under this Agreement constitutes investment advice, a solicitation, or a recommendation to buy, sell, or hold any security, fund, or other instrument, and Recipient is solely responsible for any decisions it makes.

Upon five (5) business days' written notice and a reasonable, good-faith concern of breach, Discloser may, at its expense, audit Receiver's compliance with this Agreement, including by reasonable inspection of relevant systems, logs, retention records, and personnel acknowledgments. Receiver shall cooperate in good faith. If material non-compliance is identified, Receiver shall reimburse the reasonable costs of the audit.

During the term of this Agreement and for twenty-four (24) months after its expiration or termination, Recipient shall not, directly or indirectly, solicit for employment, hire, or engage as a contractor any ThemesIQ employee, officer, or contractor with whom Recipient came into contact in connection with the Purpose, except pursuant to a general public job posting not specifically targeting any such individual.

Recipient shall indemnify, defend, and hold harmless ThemesIQ, its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees and expert fees) arising out of or relating to (a) Recipient's breach or alleged breach of this Agreement, (b) any unauthorized access, use, or disclosure of Confidential Information by Recipient or any of its representatives, or (c) Recipient's use of or reliance on any Confidential Information.

Recipient acknowledges that any breach of this Agreement will cause Discloser immediate and irreparable harm for which monetary damages are inadequate, and that Discloser is entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief, in addition to all other remedies available at law or in equity, without the requirement to post bond or prove actual damages. Without limitation, Discloser is entitled to disgorgement of any profits, revenues, or other benefits received by Recipient that are attributable to a breach.

The remedies available under this Agreement are cumulative and in addition to any rights and remedies available under applicable law, including the DTSA. Recipient acknowledges that misappropriation of Confidential Information that constitutes a trade secret may, where willful or malicious, give rise to exemplary damages and attorneys' fees under the DTSA.

In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, expert fees, and all costs and expenses of suit, in addition to any other relief awarded.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Court of Chancery of the State of Delaware and the federal courts located in the District of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement (subject only to mandatory forum requirements for injunctive relief, where Discloser may seek relief in any court of competent jurisdiction). Each party (a) consents to such jurisdiction, (b) waives any objection based on inconvenient forum or venue, and (c) consents to service of process by any means permitted by law or by overnight courier to the addresses provided through the access form.

Notwithstanding anything in this Agreement to the contrary, under 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

• Entire agreement. This Agreement is the entire agreement between the parties on its subject and supersedes any prior or contemporaneous communications.
• Amendments. Any amendment requires a writing signed by an authorized representative of each party. Email exchanges do not amend this Agreement.
• Assignment.Recipient may not assign, delegate, or transfer this Agreement, in whole or in part, by operation of law or otherwise, without ThemesIQ's prior written consent. Any attempted assignment in violation of this Section is void. ThemesIQ may freely assign this Agreement.
• Severability and reformation.If any provision is held unenforceable, the court shall reform it to the minimum extent necessary to make it enforceable while preserving the parties' intent, and the remainder of the Agreement remains in full force.
• No waiver. No failure or delay in enforcing any provision is a waiver of future enforcement.
• No agency. This Agreement does not create any partnership, joint venture, agency, or employment relationship.
• Construction. The rule that ambiguities are construed against the drafter does not apply to this Agreement.
• Counterparts and electronic acceptance. Submission of the access form with the NDA box checked is an electronic signature that is binding on Recipient and the entity Recipient represents, and is the equivalent of a signed counterpart.