Master Subscription Agreement

Version 2/2026

This Master Subscription Agreement (this “Agreement”) is by and between [Client, Inc.] (“Client” or “you”) and Trove Information Technologies, Inc. dba Pave (“Pave” or "we") and is effective as of the date of last signature below (the “Effective Date”). Client and Pave are each a “party” and together the “parties”. Use of the Products (as defined below) is governed by this Agreement. Defined terms not otherwise defined shall have the meaning ascribed to them in Exhibit A.

1. Description of Services

1.1 Pave’s Products and Services: Pave is a compensation intelligence platform, with products and services described on our website at www.pave.com or in the Order Form. Pave offers technology products (the “Products”), Aggregated and De-Identified Data (the “Market Data”) and support services (altogether, the “Services”). Upon Client’s license of Services as set forth in an Order Form, Pave will make the Services available pursuant to this Agreement and the applicable Order Form for the duration of the Term. This Agreement does not govern the Market Data Lite Product which is governed by the terms of the Market Data Lite Master Subscription Agreement available at https://pave.com/company/legal/master-subscription-agreement.

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1.2 Right and License. Subject to (a) the terms and conditions of this Agreement and, if applicable, the Order Form and (b) your payment for the applicable Services, Pave grants Client a worldwide, non-exclusive, limited, non-sublicensable, non-transferable right and license to internally access and use:

a. The Products described on each Order Form for the applicable Order Form Term in accordance with the Documentation; 

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b. The Market Data Product for so long as Client has integrated its compensation platform or provider with the Products (as further described in Section 2 below); 

12.8. Electronic Signatures. The parties agree that this Agreement may be executed by electronic means, including by clicking “I Agree,” checking a box indicating acceptance, or through other similar action. Such electronic acceptance shall constitute a valid and binding agreement between the parties. Partner acknowledges and agrees that (a) by clicking “I Agree” or taking similar action, Partner intends to enter into a legally binding contract; (b) Partner accepts this Agreement, including all terms, conditions, and obligations; (c) no signature or physical document is required to make this Agreement effective; and (d) no typing of Partner’s name or other text in any particular field is required for acceptance.

2. Support

12.7. Severability; Waiver. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be modified only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

Service Levels Pave provides standard support services and service level terms, eachof which are described at www.pave.com/service-terms.

12.6. Independent Contractors; Third-Party Beneficiaries. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Except for the limited right expressly provided under Section 1.2 herein, there are no third-party beneficiaries under this Agreement.

3. Fees

12.5. Force Majeure. Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including without limitation fire, flood, earthquake, denial of service attacks, pandemics, Internet failures, acts of war, labor disruptions, or any laws, acts or restraints of any government or governmental authority; provided, however, that the affected party must make commercially reasonable efforts to mitigate the impact of the force majeure event.

3.1 Fees. Unless otherwise provided on an Order Form, Partner will pay all fees set forth on suchOrder Form (“Fees”) (a) at the time of purchase, or (b) within thirty (30) days of receipt of the applicable invoice, in each case as described on the applicable Order Form. All Fees are payable according to the billing frequency specified on the Order Form or will otherwise be invoiced annually in advance. All Fees are in USD and do not include any taxes that may apply, including but not limited to any sales, use, value-added, withholding, GST, VAT or similar taxes or levies.Any such taxes are the responsibility of Partner. All purchases of subscriptions to the Products are non-cancelable and all Fees are non-refundable, except as expressly provided herein. If applicable, past due invoices are subject to interest on any outstanding balance of the lesser of1.5% per month or the maximum amount permitted by law. Unless otherwise provided on anOrder Form, at the end of the Initial Order Term or then-current Renewal Order Term (each as defined below), at Pave’s option, Pave reserves the right to change the Fees or applicable charges and to institute new Fees or applicable charges in each case upon thirty (30) days’ prior notice to Partner (which may be sent by email). If Partner exceeds any metric set forth in an OrderForm, Pave may true-up Partner for such overage by sending an updated invoice.

12.4. Notices. All notices delivered by Pave to you under this Agreement will be delivered via email to the email address provided during registration or checkout, or as otherwise set forth on the applicable Order Form. Notices to Pave under this Agreement should be sent by email tolegal@pave.com or by first class mail to Trove Information Technologies, Inc. dba Pave, 1Montgomery St., Suite 700, San Francisco, CA 94104, attention: Legal.

3.2 Additional Requirements for Consulting Partners. If Partner is a consulting firm or individual consultant, Partner shall require all Partner clients to be integrated with Pave in order to usePave's Products with Partner client engagements. To bulk download data from Pave, a pop-up/new tab will appear requiring Partner to enter the details of the Partner client they need the data for. Partner clients have 60 days from in product contact detail submission to sign up and integrate with Pave. Pave reserves the right, at Pave's discretion, to increase Partner's Fees at the next renewal term if Partner client companies fail to sign up and integrate with Company.

12.3. Assignment. Neither party may assign this Agreement, or its rights or obligations hereunder, without the other party’s prior written consent; provided, however, that either party may assign thisAgreement and all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a merger, reorganization, sale of all or substantially all of such party’s assets, change of control or operation of law.

4. Ownership of the Products; Feedback

12.2 Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco,California.

4.1. Pave’s Rights. As between the parties, Pave retains all right, title and interest in and to theProducts, and all software, products, works and other intellectual property and moral rights related thereto or created, used or provided by Pave for the purposes of this Agreement, including any copies and derivative works of any of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

12.1 Complete Agreement; Amendment. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof, including the usage of all Products, and supersedes all prior or contemporaneous communications, proposals, understandings or agreements of any kind (whether oral, written or electronic) with respect hereto. Partner agrees that its subscription(s) hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Pave regarding future functionality or features, other than any feature commitments expressly agreed in an Order Form signed by both parties. Any inconsistent or additional terms not expressly incorporated herein shall have no effect under this Agreement. The headings of the sections of this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.Pave may modify this Agreement or any of its components at any time in its sole discretion. Use of the Products after alteration of this Agreement will constitute acceptance by Partner of such changes.

4.2. Updates. From time to time, Pave may provide upgrades, patches, enhancements or fixes for theProducts (“Updates”). All Updates are provided without additional charge. Updates will become part of the Products and subject to this Agreement. Pave provides Updates in its sole discretion and has no obligation to provide any Updates.

12. General Provisions

4.3. Feedback. Partner may, but is not obligated to, provide suggestions, comments or other feedback to Pave regarding the Products (“Feedback”). Pave will have the right to freely use the Feedback, including incorporating Feedback into the Products or other Pave offerings. Pave acknowledges and agrees that all Feedback is provided “AS IS” and without any warranty of any kind. Pave may not publicly attribute any Feedback to Partner without Partner’s prior written consent.

11.3 Super Cap. NOTHING IN THIS SECTION 11 SHALL LIMIT OR EXCLUDE PARTNER’S OBLIGATIONS UNDER SECTIONS 3 (FEES), 5.1 (USE RESTRICTIONS), OR PAVE’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION).

5. Restrictions; Compliance with Law

11.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES,DIRECTORS, EMPLOYEES, AGENTS OR PARTNERS, BE LIABLE TO THE OTHER PARTY ORANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF THE NATURE OF THE CLAIM, FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (AND PAYABLE) BY PARTNER TO PAVE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

5.1 Use Restrictions. Partner shall not (and shall not permit its employees or any third party to whomPartner grants access to the Products or any derivatives thereof) (together the “Partner Parties”),directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Products,(b) modify, copy, translate or create derivative works based on the Products, (c) rent, lease, distribute, assign or otherwise transfer or encumber rights to the Products, (d) use the Products for the benefit of a third party, except as expressly set forth herein, (e) use the Products to build or improve anything competitive with any of the Products or Pave offerings, (f) interfere or attempt to interfere with the proper working of the Products or any activities conducted on the Products, (g)bypass any measures Pave may use to prevent or restrict access to the Products (or networks connected to the Products) or (h) “crawl,” “scrape,” or “spider” any page, data or portion thereof relating to the Products (or any information made available through the Products), whether through manual or automated means. Partner is responsible under this Agreement for the activity of all Partner Parties.

11.1 Waiver of Consequential Damages. IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR PARTNERS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, REGARDLESS OF THE NATURE OF THE CLAIM AND EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.

5.2 Compliance with Laws. Both Pave and Partner agree that they will comply with all applicable local, state, national and foreign laws, treaties and regulations (including those related to export)applicable to their respective obligations under this Agreement.

11. Limitation of Liability

6. Confidentiality

EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST EXTENT PERMITTEDBY APPLICABLE LAW, THE PRODUCTS AND ANY RELATED SERVICES ARE PROVIDED “ASIS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSOR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE,NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OFTRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.WITHOUT LIMITING THE FOREGOING, PAVE DOES NOT WARRANT THAT PARTNER’S USEOF THE PRODUCTS WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT THEPRODUCTS WILL MEET PARTNER’S REQUIREMENTS.

6.1 Confidentiality Obligations. During the term of this Agreement, either party may disclose or make available (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, electronically or in physical form, confidential information concerning Disclosing Party and/or its business, technology, products or services that is marked or identified as “confidential” or“proprietary” at the time of disclosure or disclosed in such a manner or is of such a nature that a reasonable person would understand such information to be confidential (“ConfidentialInformation”). The terms of this Agreement are Pave’s Confidential Information. Each party agrees that during the term of this Agreement and thereafter: (a) it will use Disclosing Party’sConfidential Information solely for the purposes of this Agreement and (b) it will not discloseDisclosing Party’s Confidential Information to any third party (other than Receiving Party’s employees, contractors and/or professional advisors on a need-to-know basis who are bound by obligations consistent with those contained herein) without first obtaining Disclosing Party’s prior written consent. Upon request by Disclosing Party, Receiving Party will return or destroyDisclosing Party’s Confidential Information.

10. Disclaimer

6.2 Carve-outs. Confidential Information will not include any information that: (a) is or becomes generally known, through no act or omission of Receiving Party, (b) was previously known byReceiving Party without restriction, (c) is disclosed to Receiving Party by a third party without restriction and without breach of any separate nondisclosure obligation or (d) was independently developed by Receiving Party without use of or reference to any of Disclosing Party’s ConfidentialInformation. Receiving Party may disclose Disclosing Party’s Confidential Information to the extent it is legally compelled to do so; provided, however, that prior to any such disclosure, ReceivingParty will, to the extent legally permitted, (i) promptly notify Disclosing Party of such requirement to disclose and (ii) cooperate with Disclosing Party, at Disclosing Party’s expense, in protecting against or minimizing any such disclosure or obtaining a protective order.

9.2 Indemnification Procedures. Pave’s indemnification obligations hereunder shall be conditioned upon Partner providing Pave with: (a) prompt written notice of any claim; provided, however, that a failure to provide such notice shall only relieve Pave of its indemnity obligations if Pave is materially prejudiced thereby, (b) sole control over the defense and settlement of any claim; provided, however, that Partner may participate in such defense and settlement at its own expense and provided further that Pave shall not agree to a settlement for anything other than monetary damages without the consent of Partner and (c) reasonable information and assistance in connection with such defense and settlement.

6.3 Remedies. Receiving Party acknowledges and agrees that: (a) unauthorized disclosure or use ofDisclosing Party’s Confidential Information may cause Disclosing Party irreparable harm and significant injury, the extent of which will be difficult to ascertain and for which there may be no adequate remedy at law and (b) Disclosing Party, without limitation, shall have the right to seek immediate injunctive or other equitable relief enjoining any breach or threatened breach hereof, without posting bond or other security and without proving actual damages.

(b) The foregoing obligations of Pave do not apply with respect to the Products or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Pave, (ii) made in whole or in part in accordance withPartner specifications, (iii) modified by anyone other than Pave after delivery by Pave, (iv)combined with other products, processes or materials not provided by Pave, where the alleged Losses would not have occurred but for such combination, (v) Partner continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement or (vi) Partner’s use of the Products is not strictly in accordance herewith.

7. Data Security

(a) Pave shall defend at its sole expense and indemnify Partner, its affiliates and each of its and its affiliates’ employees, directors and representatives from all third party actions, claims and proceedings and pay all damages, liabilities and expenses that are finally awarded in a judgment or agreed to in a settlement (“Losses”) that arise from or relate to any claim that anyProduct infringes, violates or misappropriates any third party intellectual property or proprietary right.

Pave agrees to use commercially reasonable technical and organizational measures designed to protect the security of the Products.

9.1 Indemnification by Pave. 

8. Term; Termination; Suspension

9. Indemnification

8.1 Term The term of this Agreement will commence on the Effective Date and continue until all subscriptions have expired, unless earlier terminated as set forth herein. Except as may be otherwise set forth on an Order Form, (a) the initial term of each Order Form shall be twelve (12)months (the “Initial Order Term”) and (b) the Order Form shall automatically renew for addition alone (1) year periods (each a “Renewal Order Term” and, together with the Initial Order Term, the“Order Form Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the Initial Order Term or the current Renewal Order Term, as applicable.

8.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, all OrderForms shall also terminate and Partner must stop using the Products. The following sections will survive expiration or termination of this Agreement: 1.2 (Right and License), 3 (Fees), 4(Ownership of the Products; Feedback), 5 (Restrictions; Compliance with Laws), 6(Confidentiality), 8 (Term; Termination; Suspension), 9 (Indemnification), 10 (Disclaimer), 11(Limitation of Liability) and 12 (General Provisions).

8.2 Suspension. In the event Partner breaches Sections 3 (Fees) or 5 (Restrictions; Compliance withLaws), Pave may suspend or limit Partner’s access to or use of the Products; provided, however, that Pave (a) will use commercially reasonable efforts to work with Partner to resolve the issue prior to such suspension or limitation if practicable under the circumstances and (b) will reinstatePartner’s use of or access to the Products as soon as reasonably practicable.

8.3 Termination. Either party may terminate this Agreement or any Order Form if the other party materially breaches this Agreement or the applicable Order Form and the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of the breach. If thisAgreement or an Order Form is terminated due to Pave’s material breach, Pave shall promptly refund to Partner any pre-paid Fees for subscriptions that would have been provided after the date of termination. If this Agreement or an Order Form is terminated due to Partner’s material breach, Partner will pay Pave in full all Fees, if any, owing for the remainder of the Order FormTerm and shall not be entitled to any refunds of pre-paid Fees.