Data Feed License Agreement

1. Introduction and Acceptance
This Agreement dated and effective as of November 1, 2026, (the "Agreement") between you (either an individual or an entity, referred to hereinafter as "you" or "your") and UpsideOut, Inc. ("UpsideOut", "we", "us" or "our"), with an address or principal place of business located at 1333A North Avenue, Suite 315, New Rochelle, New York 10840-2120, sets forth the terms and conditions applicable to UpsideOut's license to you of certain content described below (the "Content").

2. Content
The Content that is the subject matter of this Agreement is the proprietary blacklists maintained by UpsideOut at Blocked.com. The Content includes blacklists of hosting providers, bad bots, open proxies, and Tor exit nodes. The Content is provided in plain text with one record per line. Each record contains an IP address or range of IP addresses in CIDR notation along with optional meta data, including, the reason for it being blacklisted, and optionally netblock ownership, name or reverse DNS entry, and last seen date. The Content is regenerated daily and is available to you for download on demand. UpsideOut reserves the right to modify the format and data included in the Content.

3. Grant of License
Pursuant to the terms of this Agreement, UpsideOut grants to you a limited, non-exclusive license to download, access and use the Content. The Content will be made available to you from the www.blocked.com website. The Content may be used solely by you, including by your employees, officers and consultants, pursuant to the terms of this Agreement. You may not use the Content in a service bureau environment. UpsideOut and its licensors retain all right, title and interest in and to the Content and reserve all rights not expressly granted herein. All rights in and to the Content shall inure to the use and benefit of UpsideOut, its licensors, successors and assigns.

4. Term
The initial term of Agreement shall be one (1) year from the date set forth at the head of this Agreement (the "Initial Term"). This Agreement shall automatically renew for successive one (1) year terms, unless either you or UpsideOut gives the other party thirty (30) days written notice of intent not to renew the Agreement. Together, the Initial Term and any extensions thereof shall be referred to as the "Term."

5. License Fee
Within five (5) business days of our mutual execution of this Agreement, you shall pay us a license fee in the amount of $12,000 as consideration for the license granted hereunder for the Initial Term. We shall provide you with written notice of annual renewal license fees sixty (60) days prior to the end of the Initial Term and thereafter, sixty (60) days prior to the anniversary date of each subsequent one (1) year term. Such renewal license fees are due and payable by you to us prior to the start of the corresponding one-year terms. License fees due hereunder are not refundable.

6. Restrictions
Your license to use the Content is subject to the following terms and conditions and restrictions and prohibitions on use:

(a) You shall not and you agree not to, or to enable others to, copy, commercialize or create derivative works of the Content.

(b) You may not transfer, assign, rent, lease, lend, sell, redistribute or sublicense the Content or any rights under this Agreement.

(c) You may not utilize the Content other than as expressly set forth as described herein or to engage in or allow others to engage in any activity that violates any law, rule, regulation or this Agreement.

7. Assignment
You may not assign this Agreement or any rights granted hereunder, by operation of law or otherwise, without our prior written consent, such consent not to be unreasonably withheld. UpsideOut may freely assign this Agreement.

8. Intellectual Property
The Content and all data available on the Blocked.com website (including information, content, organization, graphics, and design) are our property or the property of third parties and are protected by copyright, trademark and other intellectual property laws. We reserve all rights not expressly granted herein. You undertake to preserve any and all copyright, confidentiality and other proprietary notices that may be contained in copies of the Content. Except as otherwise specifically provided for herein, you shall have no right, title or interest in the Content, and you shall neither own nor acquire any claim or right to ownership in the Content.

9. Termination
We shall have the right to terminate this Agreement if you fail to comply with the terms set forth herein or if you fail to timely pay the License Fee. Upon the termination of this Agreement, you shall immediately cease all use of the Content and destroy all copies, full or partial, of the Content that may be in your possession or under your control. We shall not be liable to you or any third party for any claim or cause of action arising out of our exercise of the foregoing rights. The provisions in Sections 6, 8, 12-15, 17-19 and 22 of this Agreement shall survive any such termination.

10. Modifications to Agreement
This Agreement may not be modified except in a writing executed by both parties to this Agreement.

11. Account Security
You are solely responsible for maintaining the confidentiality and security of your access codes and any other account information used by you to access the Content.

12. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, OR IS ACCURATE, SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES THAT MAY ARISE BY OPERATION OF LAW, ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF LICENSE OF THE CONTENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, USE, OUTPUT, ANALYSIS, RESULTS, ACCURACY AND EFFORT IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR EMPLOYEES, REPRESENTATIVE OR AGENTS OR THROUGH OR FROM THE CONTENT OR OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE (or any of our successors and predecessors and each of our and their respective parents, subsidiaries, affiliates, licensors, licensees, officers, directors, shareholders, partners, joint-venturers, employees, agents, contractors and suppliers and each of their respective officers, directors, principals, shareholders, members, employees, agents, representatives, heirs, executors, administrators, successors and assigns) BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU TO LICENSE THE CONTENT FOR THE PRECEDING ONE (1) YEAR. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU, AND WE WOULD NOT HAVE BEEN ABLE TO PROVIDE THE CONTENT TO YOU WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Indemnification
You agree to fully indemnify and hold us, our successors and predecessors and each of our and their respective parents, subsidiaries, affiliates, licensors, licensees, officers, directors, shareholders, partners, joint-venturers, employees, agents, contractors and suppliers and each of their respective officers, directors, principals, shareholders, members, employees, agents, representatives, heirs, executors, administrators, successors and assigns, harmless from and against any claim, suit, hearing, action, expense or demand, including without limitation to: all claims for damages, fees or costs (including attorneys' fees), arising out of or related to the use of the Content by you, your agents or representatives, anyone under your control, or by any third party using your equipment or accounts to use the Content (for purposes of this section, collectively, "you"); the violation by you of any provision of this Agreement; the violation by you of any laws or regulations; or the infringement or misappropriation by you any copyright, trademark or any other intellectual property right, proprietary right, property right or any other right of ours or any third party.

15. Confidentiality
"Confidential Information" means all information that is provided in accordance with this Agreement, including the Content, that is proprietary to and maintained as confidential by UpsideOut, including without limitation, all information, data, processes and material, whether in paper or electronic form, disclosed by us to you in connection with your license for the Content, whether orally or in writing. Confidential Information for purposes of this Agreement shall include (i) all documents generated by you which contain, comment upon, or relate in any way to any Confidential Information, received from us together with any information derived by you therefrom, and (ii) all memoranda, notes, records, drawings, disks or other documents and media, including any copies, extracts and summaries thereof relating to the foregoing.

Confidential Information shall not include any information: That was lawfully known to you on or prior to the date of its disclosure to you by UpsideOut; or That becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of you or any other party having obligation of confidentiality to UpsideOut; or That was developed independent of any access to the Confidential Information. No Confidential Information shall be disclosed by you to any third parties. Nothing herein is intended to or shall prevent you, and your authorized employees and agents from using the Content in accordance with the terms and conditions of with this Agreement.

You agree that in the event of any request for the Content or our Confidential Information pursuant to lawful subpoena or process, you will notify UpsideOut within seven (7) days of such receipt of such subpoena or process. You agree to fully cooperate in any effort by UpsideOut to contest, quash, enjoin or otherwise respond to the same.

16. Equitable Relief
Without limiting any other Section of this Agreement, you acknowledge that we would be irreparably harmed by any violation of the provisions in Sections 3, 6, 8 and 15 of this Agreement, and there is no adequate remedy at law for such breach. Accordingly, in the event of any breach or threatened breach by you of these provisions of this Agreement, in addition to any other remedies we may have at law or in equity, you will have the unconditional obligation to pay us the sum of not less than One Hundred Thousand Dollars ($100,000) for each such breach as liquidated damages, and we shall be entitled immediately to seek enforcement of this Agreement in a court of competent jurisdiction by means of a decree of specific performance or for an injunction without the posting of a bond or the requirement of any other guarantee, and any other form of equitable relief. For the purpose of any such proceeding, you hereby consent to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, and expressly waive any objection or defense which you may have or hereafter have to the venue or jurisdiction of any such action, suit or proceeding as set forth herein.

17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America (without giving effect to conflict of law provisions of this or any other jurisdiction). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

18. Dispute Resolution
Any controversy, dispute or claim arising out of or relating to this Agreement or the Content shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitration shall be before a single arbitrator. Any such controversy, dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, dispute or claim of any other party. The arbitration shall be conducted at a site in the State of New York, County of New York, and under the laws of the State of New York (without giving effect to conflict of law principles). Each party shall bear one-half of the costs of the arbitration, including the fees incurred through AAA. The parties agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, County of New York, in connection with any proceeding to confirm, deny or obtain judgment based on any award or order entered in such arbitration. Nothing herein shall limit the right of UpsideOut to seek any interim or preliminary equitable or injunctive relief from a court of competent jurisdiction within the State of New York or any other jurisdiction necessary to enforce any right under this Agreement pending the completion of arbitration, including without limitation any violation of any of the confidentiality or intellectual property terms of this Agreement. You expressly waive any objection or defense which you may have or hereafter have to the venue or jurisdiction of any such action, suit or proceeding as set forth herein. In addition, you recognize, acknowledge and agree that we are entitled to recover from you the costs and attorneys' fees incurred by us to enforce the terms of this Agreement.

19. Severability
In the event that any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

20. Section Titles
The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

21. Statute of Limitations
You agree that any cause of action against us arising out of or related to Content, regardless of its form, must be commenced by you within one (1) year from the date on which the cause of action arose; otherwise, such cause of action is permanently waived and barred.

22. Waiver
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No provision of this Agreement will be waived by any act, omission or knowledge of us or our agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of ours.

23. Entire Agreement
This Agreement represents the entire understanding of the parties hereto with regard to the subject matter hereof, and supersedes all prior agreements between them, and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the parties. This Agreement shall take precedence over any prior documents that may be in conflict herewith.

24. Notices
Any notice or other communication required or permitted to be given under this Agreement shall be given in writing, properly addressed, and delivered to the intended recipient at its/his/her address noted in this Agreement, and such notice shall be effective upon receipt.

25. Counterparts/Facsimiles
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but, when taken together, shall constitute a single Agreement. Facsimile and scanned signatures sent by email shall be deemed to be original.

26. Authority
The parties respectively represent and warrant that the parties signing the agreement on their behalves have full power and/authority to bind the entities recited herein and to make the agreements set forth herein.