Sift Terms and Conditions

Effective Date: October 10, 2025

THIS TERMS AND CONDITIONS AGREEMENT (THE "TERMS") IS ENTERED INTO AS OF (THE "EFFECTIVE DATE") BETWEEN POGO TECHNOLOGIES INC. ("POGO") AND YOU ("CUSTOMER"), AND IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND POGO.

1. TERMS UPDATES

1.1 Right to Update. Pogo reserves the right to update, modify, or change these Terms at any time by posting the revised Terms on its website or by providing written notice to Customer. Any such changes will become effective thirty (30) days after posting or notice, whichever occurs first.

1.2 Continued Use. Customer's continued use of the Platform or Service after the effective date of any changes constitutes Customer's acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer may terminate these Terms in accordance with Section 9.

2. DEFINITIONS

"Customer Data" means all data and other content provided by Customer to Pogo or uploaded by Customer to the Platform in connection with using the services.

"Platform" means the website provided by Pogo at https://www.joinsift.co/.

"Service(s)" means access to the Platform  and any other related services provided by Pogo pursuant to these Terms.

3. POGO SERVICES

3.1 Platform. Pogo shall implement and operate the Platform in accordance with these Terms. Subject to these Terms, Pogo grants Customer a non-exclusive, non-transferable license to use and access the Platform during the term of this agreement.

3.2 Access and Account Setup. Pogo shall provide Customer with access privileges that permit Customer to access and manage the Platform, Customer Data and other related data.

3.3 Customer Data. Customer acknowledges that the addition of Customer Data is an essential component of the quality of Customer's use of the Platform. The parties shall work together as mutually agreed to enter initial Customer Data into the Platform. Following initial implementation, Customer shall enter Customer Data into the Platform and Pogo shall not assume any responsibility for, or undertake to verify, the accuracy or completeness of Customer Data entered by Customer. Customer grants Pogo a worldwide, non-exclusive, royalty-free license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit the Customer Data on the Platform in connection with providing the Service to Customer.

3.4 Limitations. Pogo is not responsible or liable for any failure in the Platform connected to (a) Customer Data or Customer's failure to deliver Customer Data to Pogo; (b) failure in any telecommunications, network, or other service or equipment outside of Pogo's facilities; (c) Customer's or any third party's products, services, negligence, acts, or omissions; or (d) Customer-enabled unauthorized access or breach of firewalls.

4. PROPRIETARY RIGHTS

4.1 Customer. Except for the limited rights and licenses expressly granted herein, Customer (and its licensors) retain all right, title, and interest (including all intellectual property and proprietary rights) in and to Customer Data.

4.2 Pogo. Except for the limited rights and licenses expressly granted herein, Pogo (and its licensors) retain all right, title, and interest (including all intellectual property and proprietary rights) in and to the Service and Platform, all copies, modifications, and derivative works thereof, and all Pogo intellectual property and proprietary rights.

4.3 Feedback. All Customer (a) suggestions for correction, change, or modification to the Platform; (b) evaluation data relating to the Service; (c) benchmark tests of the Service; and (d) other feedback, information, and reports provided to Pogo hereunder (collectively, "Feedback") will be the property of Pogo, and Customer assigns any rights in such Feedback to Pogo.

4.4 Aggregate Data. Pogo may aggregate measures of Platform usage and performance that have been stripped by Pogo of all information which alone or in combination with other information may identify Customer, Customer employees, or other individuals, and may freely disclose such aggregate measures of usage and performance and reuse all general knowledge, experience, know-how, works, and technologies (including ideas, concepts, processes, and techniques) acquired during provision of the Service ("General Knowledge"), including General Knowledge that it could have acquired performing the same or similar services for another customer.

Pogo may (a) combine Customer Data, which has been stripped by Pogo of all information which alone or in combination with other information may identify Customer with similar anonymous data from numerous other customers ("Aggregate Data"); and (b) create reports, evaluations, benchmarking tests, studies, analyses, and other work product from Aggregate Data ("Analyses"). Pogo has exclusive ownership, use, and distribution rights to such Aggregate Data and Analyses for any purpose, including, but not limited to, advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Platform.

4.5 Restrictions. Customer shall not directly or indirectly: (a) use any of Pogo's Confidential Information (as defined below) to create any service, software, documentation, or data similar to any aspect of the Platform; (b) disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms, or trade secrets therein, except to the extent expressly permitted under applicable law and then on prior written notice to Pogo; (c) encumber, sublicense, transfer, rent, lease, time-share, or use any portion of the Service or Platform in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy, distribute, adapt, create derivative works of, or otherwise modify any aspect of the Platform; (e) use or allow the transmission or transfer, export, re-export, or other transfer of the Platform or related Services it obtains or learns pursuant to these Terms (or any direct product thereof) in violation of any export control or other laws and regulations any relevant jurisdiction; or (f) permit any third party to engage in any of the foregoing acts.

5. CONFIDENTIALITY

5.1 Definition. Business, technical, and financial information, including Customer Data, designated in writing as confidential, or disclosed in a manner that a reasonable person would understand as confidential is the confidential property of the disclosing party and its licensors ("Confidential Information"). Confidential Information does not include information that (a) is previously rightfully known to the receiving party without restriction on disclosure; (b) is or becomes known to the general public, through no act or omission of the receiving party; (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; or (d) is independently developed by the receiving party.

5.2 Confidentiality. The receiving party shall not access, use, or disclose any of the disclosing party's Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care, to protect the disclosing party's Confidential Information. The receiving party may share the disclosing party's Confidential Information with its affiliates, employees, and contractors that (a) have a need to know for the purposes of these Terms and (b) are bound by confidentiality restrictions at least as protective as the ones included in these Terms. Each party is responsible for any breach of confidentiality by its affiliates, employees, and contractors. Each party may only disclose the general nature, but not the specific terms or pricing, of these Terms without the prior written consent of the other party. However, either party may provide a copy of these Terms or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction, or due diligence inquiry.

5.3 Return of Confidential Information. After any termination of these Terms (or at the disclosing party's request at any other time), the receiving party shall return or destroy all of the disclosing party's Confidential Information. The receiving party may retain a copy of the disclosing party's Confidential Information to comply with record management requirements or internal policies, but must continue to maintain the Confidential Information in accordance with these Terms.

5.4 Required Disclosure. Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency, or when disclosure is required by operation of law.

6. PAYMENTS

6.1 Fees. Customer shall pay to Pogo the fees for all Services ("Fees"), in U.S. dollars, in accordance with any written documentation. All Fees are (a) non-refundable, (b) calculated based on the Services acquired for the specified duration, (c) payable in their entirety unless Pogo materially breaches these Terms, and (d) due and payable within thirty (30) days following the date of the invoice. If Customer fails to pay an invoice, Customer must pay (i) interest on the unpaid amount at one and one half percent (1.5%) per month (unless Pogo is required by law to charge a lesser amount) and (ii) any collections or legal fees incurred by Pogo to collect payment. Pogo's invoices are deemed correct and acceptable unless Customer advises Pogo of disputed items within ninety (90) days of their receipt.

6.2 Taxes. All payments required by these Terms are exclusive of taxes and similar assessments (including without limitation, sales taxes, use taxes, and value added taxes). Customer is responsible for the payment of all such charges, excluding taxes based upon Pogo's net income.

6.3 Suspension. Pogo may, upon at least twenty (20) days prior written notice, suspend the Service until any overdue amounts are paid in full.

6.4 Acceleration. Upon termination or expiration of these Terms, other than termination by Customer for material breach by Pogo, Customer shall pay all amounts due or payable to Pogo. Pogo may offset any unpaid amount or fees incurred in off-boarding against any Customer funds held by Pogo on the effective date of termination.

7. LIMITED WARRANTY AND DISCLAIMERS

7.1 General. Each party represents and warrants that the execution, delivery, and performance of these Terms do not and will not conflict with any agreement, instrument, judgment, or understanding, oral or written, to which it is a party or by which it may be bound.

7.2 Customer. Customer represents and warrants that it owns all rights, title, and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights, consents, and permissions in the Customer Data necessary to permit the access, use, and distribution thereof as contemplated by these Terms, including its processing by Pogo in the United States or elsewhere.

7.3 Pogo. Pogo represents and warrants that (a) the Service will be provided in a professional and workmanlike manner, and (b) it owns all rights, title, and interest in and to the Platform, or that Pogo has otherwise secured all necessary rights in the Platform to permit the access and use thereof as contemplated by these Terms.

7.4 Disclaimers. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, POGO HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PLATFORM AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

8. INDEMNIFICATION

8.1 Pogo.

a. Indemnity. Pogo shall indemnify, defend, and hold harmless Customer against any damages, liabilities, costs, and expenses, including reasonable attorneys' fees (collectively, a "Loss"), arising from any claim by a third party relating to: (i) the Platform infringing a valid U.S. patent (issued before the Effective Date), or any copyright or trade secret of such third party; (ii) any violation by Pogo or its subcontractors of any applicable law, rule, or regulation in Pogo's provision of the Services to Customer; or (iii) any breach of Section 5 by Pogo or its subcontractors.

b. In addition to the indemnity provided in section 8.1(a)(i), if any part of the Platform becomes or, in Pogo's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Pogo may, at its option (a) obtain for Customer the right to continue using the Platform or (b) replace or modify the Platform so that use of the Platform becomes non-infringing without considerably compromising its principal functions. If (a) and (b) are not reasonably available to Pogo, then Pogo may terminate these Terms upon written notice to Customer, and shall refund Customer a pro-rata portion of all Fees prepaid for services not performed after the effective date of termination.

8.2 Customer. Customer shall indemnify, defend and hold harmless Pogo against any Loss arising from any claim by a third party relating to: (i) Pogo's authorized use of any Customer Data; (ii) any violation by Customer of any applicable federal, state or local law, rule or regulation in performing its obligations under the Terms; (iii) any breach of Section 5 by Customer; or (iv) any use of the Service by Customer not strictly in accordance with these Terms.

8.3 Procedures. For any claim for indemnification, the indemnified party must provide (a) prompt written notice of the claim to the indemnifying party, and (b) reasonable and timely cooperation, information, and assistance in connection therewith. The indemnifying party will have sole control and authority to defend, settle, or compromise such claim, but must not make any settlement that requires a materially adverse act or admission by the indemnified party without the indemnified party's written consent which cannot be unreasonably withheld. The indemnifying party will not be liable for any settlement made without its prior written consent.

8.4 Further Procedures. To the extent that Customer seeks to defend or settle any claim in relation to Customer Data which Pogo is or may in the future be, fully or partially responsible or liable for, under applicable law, contract or otherwise, Customer must keep Pogo fully informed on a timely basis of such claim and shall take reasonable steps to mitigate the liability to Customer and of Pogo in relation to such claim.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR ANY BREACH OF SECTION 5 OR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, LOSS OF, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

9.2 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF APPLICABLE LAW OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO IT (IN THE CASE OF POGO) OR PAID AND PAYABLE BY IT (IN THE CASE OF CUSTOMER) HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 THE LIMITATIONS IN SECTIONS 9.1 AND 9.2 ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN PROVIDED THAT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.

10. TERM AND TERMINATION

10.1 Term. These Terms commence as of the Effective Date and, unless earlier terminated, will continue as long as your account on the Platform is active.

10.2 Termination. These Terms may be earlier terminated by either party (a) if the other party materially breaches these Terms and fails to cure within thirty (30) days after receiving written notice from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or such proceeding is instituted against the other party and is not dismissed within ninety (90) days, or the other party becomes insolvent or, without a successor, dissolves, liquidates, or otherwise fails to operate in the ordinary course.

10.3 Effects of Termination. Upon any expiration or termination of these Terms, all corresponding rights, obligations, and licenses of the parties shall cease, except that the provisions of Sections 4 (Proprietary Rights), 5 (Confidentiality), 6.1 (Fees), 6.2. (Taxes), 7 (Limited Warranty and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (General Provisions) and this Section 10.3 (Effects of Termination) shall survive. In the event of termination due to a material breach of these Terms by Pogo, Pogo shall issue Customer a pro-rata refund of any funds pre-paid for portions of Services not used as of the effective date of termination. Customer shall have limited read-only access to the Platform for a period of thirty (30) days post-termination to access and export Customer Data only.

11. GENERAL PROVISIONS

11.1 Compliance with the Law. Each party represents that it will comply with all laws, rules, and regulations applicable to its provision or receipt of the Service(s).

11.2 Entire Agreement. These Terms constitute the entire agreement, and supersede all prior negotiations, understandings, or agreements (oral or written) between the parties regarding the subject matter of these Terms (and all past dealing or industry custom).

11.3 Modification and Waiver. No change, consent, or waiver under these Terms are binding on either party unless made in writing and signed by an authorized representative of both parties. The failure of either party to enforce its rights under these Terms is not a waiver of such rights, and the exercise of one right or remedy is not a waiver of any other right or remedy.

11.4 Severability. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain fully enforceable.

11.5 Governing Law. These Terms are governed by and construed under the laws of the State of New York and the United States without regard to conflicts of law provisions. Exclusive jurisdiction and venue for actions related to these Terms is the state and federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such actions.

11.6 Remedies. Each right and remedy in these Terms is in addition to any other right or remedy, at law or in equity. In the event of any breach or threatened breach of Sections 4 or 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party will be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

11.7 Subcontractors. Pogo may subcontract all or part of the services provided by Pogo and shall be responsible for any acts or omissions of its subcontractor(s).

11.8 Notices. All notices under these Terms shall be in writing, in English, and delivered to privacy@joinsift.co. Additional notice may be provided to the parties at their respective addresses designated by the parties in writing. Notices are deemed duly given: (i) when received, if personally delivered, including via courier; (ii) when receipt is electronically confirmed, if transmitted by facsimile or email; (iii) the day after being sent, if sent for next day delivery by recognized overnight delivery service; or (iv) upon receipt, if sent by certified or registered mail, return receipt requested.

11.9 Force Majeure. If either party is prevented from performing, or is unable to perform, any of its obligations under these Terms (except payment obligations) due to any cause beyond its reasonable control, the affected party must use commercially reasonable efforts to give written notice thereof to the other party and its performance will be extended for the period of delay or inability to perform due to such occurrence.

11.10 Assignment. These Terms may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, either party may assign these Terms to any wholly owned subsidiary, affiliate, or successor to all or substantially all its business. These Terms are binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

11.11 International Users. The Platform can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Pogo intends to announce such services or content in your country. The Service is controlled and offered by Pogo from its facilities in the United States of America. Pogo makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.