Memorandum of Agreement

This Memorandum of Agreement (the "Agreement") is made and entered into on the date and time of the Participant's submission of the 45-Day Free Trial Agreement form (Manila time), Philippines, by and between:

THE SALES MACHINE, a business duly organized and existing under the laws of the Republic of the Philippines (hereinafter, the "Provider" or "TSM");

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[Participant Company], duly organized and existing under the laws of the Republic of the Philippines, represented herein by [Authorized Representative] ([Job Title]) (hereinafter, the "Participant").

The Provider and the Participant are each referred to as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, TSM operates a business-to-business sales performance management platform that provides field sales visibility, activity capture, reporting, and related tools (the "Platform");

WHEREAS, TSM is offering a limited complimentary forty-five (45) day trial of the Platform to the first ten (10) qualifying companies that enroll within thirty (30) days of the offer's launch (the "Offer");

WHEREAS, the Participant wishes to evaluate the Platform under the Offer, and TSM wishes to grant such access in consideration of the Participant's good-faith use and feedback;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants set forth below, the Parties hereby agree as follows:

1. Purpose and Scope

1.1 TSM grants to the Participant a non-exclusive, non-transferable, and revocable right to access and use the Platform solely for the Participant's internal evaluation during the Trial Period (as defined below), subject to the terms of this Agreement.

2. Trial Period

2.1 The trial shall run for forty-five (45) calendar days commencing on the Activation Date (the "Trial Period"). The "Activation Date" is the date on which TSM enables the Participant's access to the Platform, as recorded in Annex "A."

2.2 The Offer is limited to the first ten (10) qualifying companies enrolling within the thirty (30) day enrollment window. Enrollment is confirmed upon the Parties' acceptance of this Agreement.

3. Inclusions

During the Trial Period, the Participant shall receive full access to:

3.1 Access under this trial is complete and fully usable. This is the production system and not a limited or demonstration-only version.

4. Exclusions

4.1 The trial does not include the communications modules of the Platform (including, without limitation, Viber broadcast and SMS-blast features), as these depend on third-party services that carry separate, usage-based charges.

4.2 Should the Participant wish to use any communications module during the Trial Period, the same may be enabled separately, subject to the Participant investing in the applicable third-party costs.

5. Onboarding

5.1 TSM shall provide face-to-face onboarding for the Participant's team to support effective use of the Platform during the Trial Period.

5.2 The standard onboarding fee of Two Hundred Thousand Pesos (PHP 200,000.00) is fully waived for the Participant as part of this trial.

6. Fees

6.1 No license, subscription, or onboarding investment is required from the Participant for use of the included modules during the Trial Period.

6.2 The only amounts that may require investment during the Trial Period are third-party charges for the excluded communications modules, if the Participant elects to enable them under Section 4.2.

7. Participant Obligations

7.1 Feedback. In consideration of the complimentary access, the Participant shall use the Platform in good faith and provide TSM with honest, constructive feedback, including participation in a brief check-in at the midpoint and a feedback session at or near the end of the Trial Period.

7.2 Proper Use. The Participant shall use the Platform only for its lawful internal business purposes and shall not resell, sublicense, lease, reverse-engineer, decompile, or copy the Platform or any part of it.

7.3 Cooperation. The Participant shall designate a primary point of contact to coordinate onboarding, data setup, and feedback.

8. Data Privacy and Data Ownership

8.1 Compliance. Both Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and applicable issuances of the National Privacy Commission.

8.2 Ownership. All data entered into, uploaded to, or generated by the Participant through the Platform ("Participant Data") shall remain the sole and exclusive property of the Participant at all times.

8.3 Roles. As between the Parties, the Participant is the personal information controller and TSM acts as personal information processor, processing Participant Data only as necessary to provide and support the Platform during the Trial Period and strictly on the Participant's documented instructions.

8.4 No Sale or Sharing. TSM shall not sell, rent, or otherwise share Participant Data with any third party, except sub-processors strictly necessary to operate the Platform, and shall not use Participant Data for any purpose other than delivering the service under this Agreement.

8.5 Return or Deletion. Upon expiry or termination, and if the Participant does not continue with the Platform, TSM shall disable access and, upon the Participant's written request, return and/or securely delete Participant Data in accordance with RA 10173, except for records required to be retained by law.

9. Confidentiality

9.1 Each Party may receive confidential information of the other. Each Party shall keep such information confidential and use it only for purposes of this Agreement. The Platform's non-public features, methods, and pricing are the confidential information of TSM; the Participant Data and the Participant's business information are the confidential information of the Participant.

10. Intellectual Property

10.1 The Platform, including all software, content, trademarks, and materials, is and shall remain the exclusive property of TSM. No rights are granted to the Participant except the limited right of access expressly stated in this Agreement.

11. Expiry, Continuation, and "No Lock-In"

11.1 No Obligation. The Participant is under no obligation to continue with the Platform beyond the Trial Period. There is no lock-in and no automatic renewal.

11.2 If Not Continuing. If, by the end of the Trial Period, the Participant elects not to proceed, TSM will simply switch off access. No termination fees or penalties shall apply. The Participant agrees to provide its feedback as contemplated in Section 7.1.

11.3 If Continuing. Should the Participant wish to continue using the Platform, the Parties shall enter into a separate investment engagement on terms and pricing to be mutually agreed in writing. Continuation is not automatic, and no fees shall accrue unless and until a separate written agreement is signed by both Parties.

12. Term and Termination

12.1 This Agreement takes effect on the date of acceptance stated above and continues until the end of the Trial Period, unless earlier terminated.

12.2 Either Party may terminate the trial at any time upon written notice to the other, without penalty. The data-handling provisions of Section 8.5 shall apply upon any expiry or termination.

13. Warranties and Limitation of Liability

13.1 The Platform is provided on an "as-is" and "as-available" basis for the purpose of this trial. To the fullest extent permitted by law, and except for obligations expressly stated herein, TSM makes no other warranties, whether express or implied.

13.2 To the fullest extent permitted by law, the aggregate liability of either Party arising out of or in connection with this trial shall be limited to a nominal amount, save for liability that cannot be excluded or limited under Philippine law, or a Party's breach of its data-privacy or confidentiality obligations.

14. Governing Law and Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

14.2 The Parties shall endeavor to resolve any dispute amicably and in good faith. Failing amicable settlement, the proper courts of the Philippines shall have exclusive jurisdiction, to the exclusion of all other venues.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with its Annex, constitutes the entire understanding of the Parties on the subject trial and supersedes all prior discussions and communications.

15.2 Amendments. Any amendment must be in writing and agreed to by both Parties.

15.3 Relationship. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

15.4 Notices. Notices under this Agreement shall be in writing and sent to the addresses or email addresses stated above or in Annex "A."

15.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

This Agreement is entered into digitally. Acceptance is recorded electronically upon submission of the 45-Day Free Trial Agreement form by the Participant's authorized representative. No handwritten signatures are required for this Agreement to be effective.

Annex "A" - Trial Details