Uptick Board Sponsorship Agreement

This Sponsorship Agreement (the "Agreement") is between Gusto Solutions, LLC, a California limited liability company doing business as Uptick Board ("Uptick"), and the company completing checkout ("Sponsor"). Sponsor accepts this Agreement by checking the acceptance box and completing payment. The date of Sponsor's first accepted stake is the "Effective Date."

1. The Platform

1.1 Uptick Board. Uptick operates Uptick Board, a marketing and media platform that displays AI industry categories (each, a "Category") on a ticker-tape style board, each identified by a ticker of three or four letters (a "Ticker"), together with a public data feed (the "Feed"), holder pages and notices, and a weekly newsletter, The Uptick Report (the "Newsletter") (collectively, the "Platform").

1.2 Branding. The Platform uses exchange, market, and trading-floor themes, imagery, and terminology as creative branding. These elements describe the look and voice of the Platform.

1.3 Business Use. Sponsor represents that it is a business entity acquiring placements for its own commercial marketing purposes, and that the individual accepting this Agreement is authorized to bind Sponsor.

2. How Placements Work

2.1 Stakes. Sponsor places a stake by paying through the Platform's checkout. Each payment is a "Stake Payment." Each Stake Payment must be at least one tick (currently $25), and Sponsor's first Stake Payment in a Category must be at least $250.

2.2 Total Stake. Sponsor's "Total Stake" in a Category is the sum of all Stake Payments Sponsor has made in that Category. Every Stake Payment adds to Total Stake. Total Stake is a record used only to determine rank and Claim Prices under this Section 2. It is not an account balance, deposit, credit, or stored value, and it cannot be withdrawn, transferred, applied to any other Category, or redeemed for anything.

2.3 Rank and Leaderboard. Companies with a Total Stake in a Category are ranked by Total Stake, highest first. If two companies have the same Total Stake, the company that reached that Total Stake first ranks higher. Each such company appears on that Category's leaderboard at its rank (a "Listing").

2.4 Holder and Claim Price. The company ranked first in a Category is the "Holder," and its placement appears in the top spot for that Category on the main board and in the Feed. The price to take the top spot (the "Claim Price") is the Holder's Total Stake plus one tick. To take or retake the top spot, Sponsor pays the difference between the Claim Price and Sponsor's existing Total Stake in that Category. The tick amount is shown on the Platform.

2.5 No Expiry. Placements and Listings have no fixed end date and do not expire with time. Sponsor's Total Stake remains on record for as long as the Category exists, and Sponsor may add to it at any time.

2.6 Being Passed. When another company's Total Stake exceeds Sponsor's, Sponsor is "Passed": the other company becomes Holder, and Sponsor moves to its new rank on the leaderboard. Sponsor's Total Stake continues to count toward retaking the top spot. Uptick will notify Sponsor by email when Sponsor is Passed as Holder.

2.7 Unlisted Categories. A Category with no Holder is unlisted. The first company to place a qualifying Stake Payment becomes the Holder.

3. Standing Stakes

3.1 Authorization. At checkout, Sponsor may set a standing stake for a Category by choosing a maximum Total Stake (the "Cap"). By setting a standing stake, Sponsor authorizes Uptick to charge Sponsor's saved payment method, without further action by Sponsor, the amounts needed to take or keep the top spot in that Category, up to a Total Stake equal to the Cap.

3.2 Automatic Reclaim. If Sponsor has a standing stake and is Passed, Uptick will charge Sponsor the difference needed to bring Sponsor's Total Stake one tick above the new Holder's Total Stake, provided the resulting Total Stake is within Sponsor's Cap, and Sponsor becomes Holder again. If the required amount would exceed the Cap, Uptick will not charge Sponsor, Sponsor remains at its rank, and Uptick will notify Sponsor. The Stake Payment of the company that passed Sponsor is charged and counts toward that company's Total Stake in the ordinary way, including when Sponsor reclaims the top spot moments later.

3.3 Standing Stakes on Both Sides. If two or more companies with standing stakes compete for the top spot in the same Category, Uptick will settle the result in a single step. The company with the highest Cap becomes or remains Holder and is charged once, bringing its Total Stake to one tick above the highest competing Cap or competing Total Stake, and never above its own Cap. The other companies are not charged and keep their existing Total Stakes and ranks. If two Caps are equal, the company that set that Cap first becomes or remains Holder, and its Total Stake is brought to that Cap. The resulting ranks and Claim Price appear on the public board immediately.

3.4 Taking the Top Spot With a Standing Stake. If Sponsor sets a standing stake in a Category where it is not Holder, Uptick will charge the difference between the Claim Price and Sponsor's existing Total Stake if the resulting Total Stake is within the Cap. After that, Sections 3.2 and 3.3 apply.

3.5 Notices. Uptick will email Sponsor a receipt for each standing stake charge, showing the Category, the amount charged, Sponsor's new Total Stake and rank, and the remaining room under the Cap. Uptick will also notify Sponsor when a reclaim would exceed its Cap.

3.6 Authentication. If a charge requires Sponsor to confirm the payment, Uptick will email Sponsor a confirmation link. The charge counts toward Sponsor's Total Stake only once confirmed; if Sponsor does not confirm within 24 hours, the charge is cancelled and Sponsor remains at its rank.

3.7 Changes and Cancellation. Sponsor may raise, lower, or cancel a Cap at any time using the link in any standing stake email or by written notice to Uptick. A change takes effect when Uptick confirms it and does not reverse charges already made. A Cap may not be lowered below Sponsor's current Total Stake. Changing or cancelling a standing stake does not affect Sponsor's existing Total Stake.

3.8 Payment Method. Sponsor will keep its saved payment method current. If a charge fails, the standing stake is suspended until Sponsor updates its payment method. A charge that fails does not count toward Total Stake. Uptick does not invoice standing stake charges.

4. Fees and Payment

4.1 Payment at Checkout. Stake Payments are charged when placed; for standing stakes, when triggered under Section 3; and for sealed stakes, at the Open under Section 16. A Stake Payment of $5,000 or more may instead be invoiced at checkout, payable by ACH within 3 business days. An invoiced Stake Payment counts toward Total Stake when payment is received, not when the invoice is issued, and does not reserve the top spot: if another company moves first, the payment still counts and Section 2.6 applies. An invoice not paid by its due date is cancelled and nothing is owed.

4.2 Fully Earned. Each Stake Payment is a fee for placement and marketing services and is fully earned when paid. Stake Payments are non-refundable in all circumstances, including when Sponsor is Passed, when Sponsor withdraws, when a placement is removed, and when a Category or the Platform is discontinued. A payment that reaches Uptick after its deadline under Section 16.7, or after a checkout has expired, does not count toward Total Stake. It is not refunded; Uptick holds it and applies it to Sponsor's next Stake Payment.

4.3 Taxes. Stake Payments exclude taxes. Sponsor is responsible for applicable sales, use, and similar taxes, other than taxes on Uptick's income.

4.4 Chargebacks. Sponsor will contact Uptick at desk@uptickboard.com about any billing issue before initiating a dispute or chargeback. If Sponsor disputes a valid charge with its card issuer, Uptick may remove Sponsor's placement while the dispute is pending.

4.5 Reversed Payments. If a Stake Payment is reversed after it has counted toward Total Stake, including through a chargeback not resolved in Uptick's favor or a returned bank payment, the reversed amount is removed from Sponsor's Total Stake and ranks are recalculated from the remaining Total Stakes. If Sponsor was Holder, its placement is delisted: it is removed from the top spot, the Category is marked as delisted on the board until the next Stake Payment in that Category, and the removal is shown in the Category's history. Uptick may decline further Stake Payments from Sponsor in that Category until the reversed amount is paid.

5. Nature of the Placement

5.1 What a Placement Is. A placement is a limited right to have Sponsor's approved content displayed on the Platform: in the top spot on the main board and in the Feed while Sponsor is Holder, and as a Listing at Sponsor's rank on the Category leaderboard. It is an advertising and marketing service purchased for Sponsor's own promotional use.

5.2 Personal to Sponsor. Each placement and each Total Stake is personal to Sponsor. Sponsor may not sell, resell, assign, transfer, sublicense, pledge, or otherwise convey a placement or Total Stake, or hold a placement on behalf of another company, and any attempt to do so is void.

5.3 Claim Prices. Claim Prices reflect the cost of taking the top spot in a Category under Section 2.4. A placement does not change in value, generate earnings, or pay out, and Sponsor has no right to receive money from Uptick or any other person because of any placement, Total Stake, or Claim Price.

5.4 Marketing Services Only. No placement, stake, Ticker, Category, Claim Price, or other part of the Platform is, represents, or will be offered as a security, commodity interest, derivative, or other financial instrument, and nothing on the Platform constitutes investment advice. Placements involve no prize, no payout, and no element of chance.

5.5 Platform Ownership. Uptick owns all rights in the Platform, including all Tickers, Category names, the Category taxonomy, board design, Feed structure, holder pages, notices, and Newsletter content. Sponsor acquires no ownership interest in any Ticker or Category.

6. Sponsor Content and Labeling

6.1 Sponsor Content. Sponsor Content is Sponsor's name, logo, website link, and short description, as submitted through the Platform.

6.2 Sponsored Labeling. Uptick will identify each placement as sponsored on the board and in the Feed (for example, with a placement_type: "sponsored" field). Sponsor will not request removal of this labeling.

6.3 Review. Uptick may review Sponsor Content and may reject or require changes to content that does not meet its specifications or content standards. Until approved content is available, Uptick may display Sponsor's name and website link.

6.4 Content Standards. Sponsor Content must be accurate, lawful, and not misleading; must not infringe third-party rights; and must not disparage other companies on the Platform. Claims about Sponsor's products must be substantiated.

6.5 License to Uptick. Sponsor grants Uptick a non-exclusive, royalty-free license to use, reproduce, format, and display Sponsor Content and Sponsor's names and logos on the Platform, in the Feed and Newsletter, in holder pages, leaderboards, and notices, and in materials identifying Sponsor as a current or past Holder or Listing in a Category. Uptick may continue to show Sponsor in historical records of a Category after Sponsor is Passed.

7. Holder Benefits and Editorial Independence

7.1 Holder Benefits. While Sponsor is Holder, Uptick will provide the holder benefits described on the Platform at the time of Sponsor's Stake Payment, which may include notice pages, asset packs, announcement copy, and Newsletter mentions. Uptick may improve or change holder benefits going forward. Changes to holder benefits do not affect the founding holder credit in Section 7.2.

7.2 Founding Holder Credit. The first company to become Holder of a Category, whether at the Open or later, receives the founding holder credit for that Category: a permanent line on the Category's page naming it as founding holder, with the month and year it first became Holder. Each Category has one founding holder. The credit remains if the founding holder is later Passed, withdraws, or has its placement removed under Section 12.2. If the Stake Payment that earned the credit is reversed under Section 4.5, the credit is removed and passes to the next company to become Holder. Sponsor may ask Uptick to remove its name from the credit at any time, in which case the credit is not passed to anyone else. The credit is a historical record: it confers no rights in any Category and cannot be transferred. If a Category is renamed or given a new Ticker, the credit carries over.

7.3 Editorial Independence. Uptick controls all editorial content on the Platform and in the Newsletter. A placement provides sponsored visibility and does not purchase editorial coverage, rankings, reviews, or endorsements. Factual reporting of Platform activity (such as new Holders and price movements) is part of the Platform and is not an endorsement.

8. Taxonomy Changes

8.1 Uptick's Right to Change the Taxonomy. Uptick may rename, re-ticker, split, merge, or retire Categories.

8.2 Renames and Re-tickers. If a Category is renamed or given a new Ticker, Sponsor's placement and Total Stake carry over unchanged.

8.3 Merges, Splits, and Retirements. If a Category in which Sponsor is Holder or has a Total Stake is merged, split, or retired, Uptick will decide the outcome for affected companies reasonably and in good faith, considering each company's Total Stake and the Category's history. Outcomes may include carrying Total Stake into a successor Category, assigning Holder status in a successor Category, or providing a listing credit or other holder benefit. Uptick will notify affected companies at least 14 days before the change takes effect, except where a faster change is required by law or to protect the Platform.

9. Results and Availability

9.1 No Guaranteed Results. Uptick does not guarantee any number of visitors, impressions, clicks, subscribers, leads, or other results from a placement.

9.2 Availability. Uptick will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance and events beyond its reasonable control.

9.3 Extended Outages. If the board does not display Sponsor's placement for more than 72 consecutive hours for reasons within Uptick's control, Uptick will provide Sponsor with a sponsored mention in the next Newsletter issue. This is Sponsor's sole remedy for Platform unavailability.

10. Representations and Warranties

10.1 Mutual. Each party represents that it has authority to enter into this Agreement and that it will comply with applicable law in carrying out this Agreement.

10.2 Sponsor. Sponsor represents that it owns or has the necessary rights to Sponsor Content, that Sponsor Content complies with Section 6.4, and that it is authorized to use the payment method it provides.

10.3 Disclaimer. Except as expressly stated in this Agreement, the Platform and all services are provided "as is," and each party disclaims all other warranties, express or implied.

11. Indemnification

11.1 By Sponsor. Sponsor will defend and indemnify Uptick against third-party claims arising from Sponsor Content, Sponsor's products or services, or Sponsor's breach of Section 5.2 or Section 10.2.

11.2 By Uptick. Uptick will defend and indemnify Sponsor against third-party claims that the Platform (excluding Sponsor Content) infringes that third party's intellectual property rights.

11.3 Process. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and reasonably cooperate at the indemnifying party's expense.

12. Ending a Placement

12.1 Voluntary Withdrawal. Sponsor may withdraw from a Category at any time by written notice. Withdrawal removes Sponsor's placement and Listing from that Category, cancels any standing stake in that Category, and resets Sponsor's Total Stake in that Category to zero. If Sponsor was Holder, the Claim Price remains at the withdrawn Total Stake plus one tick, and the top spot is shown as open until a company's Total Stake exceeds the withdrawn Total Stake. Other Listings keep their ranks.

12.2 Removal by Uptick. Uptick may suspend or remove a placement immediately if Sponsor Content violates Section 6.4, Sponsor breaches Section 5.2, or a charge is disputed under Section 4.4. Uptick will notify Sponsor and, where the issue can be fixed, allow 5 days to fix it before permanent removal.

12.3 Discontinuation of the Platform. Uptick may discontinue the Platform or a Category on at least 30 days' notice. No Stake Payments are refunded on discontinuation.

12.4 Survival. Sections 2.2, 4, 5, 6.5, 7.2, 10.3, 11, 13, 14, 15, and 16.4 survive the end of any placement or this Agreement.

13. Limitation of Liability

13.1 Exclusion. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising from this Agreement.

13.2 Liability Limit. Each party's total liability under this Agreement is limited to the Stake Payments Sponsor made in the 12 months before the claim.

13.3 Exceptions. Sections 13.1 and 13.2 do not apply to indemnification obligations, Sponsor's payment obligations, or a party's gross negligence or willful misconduct.

14. Confidentiality and Public Information

14.1 Public by Design. Holder identities, Total Stakes, Claim Prices, and placement history are displayed publicly on the Platform, in the Feed, and in the Newsletter.

14.2 Confidential Information. Each party will keep the other's non-public business information confidential and use it only for purposes of this Agreement.

15. General

15.1 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. Disputes will be resolved in the state or federal courts located in Shasta County, California.

15.2 Independent Contractors. The parties are independent contractors.

15.3 Assignment. Sponsor may not assign this Agreement without Uptick's written consent. Uptick may assign this Agreement in connection with a merger, acquisition, or sale of the Platform.

15.4 Notices. Uptick may give notice to the email address Sponsor provides at checkout. Sponsor may give notice to desk@uptickboard.com.

15.5 Changes to this Agreement. Uptick may update this Agreement by posting a new version. Updates apply to Stake Payments made after posting. Changes to Section 3 do not apply to an existing standing stake until Sponsor next changes its Cap.

15.6 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

15.7 Entire Agreement. This Agreement, together with the checkout details and receipts for each Stake Payment, is the entire agreement between the parties on this subject.

15.8 Electronic Acceptance. Sponsor's electronic acceptance at checkout has the same effect as a signed agreement.

16. The Opening Bell

16.1 Opening Round. Before public launch, Uptick will hold an opening round (the "Opening Bell") during which companies may submit sealed stakes for Categories. Uptick will announce the submission period and the date and time when results are determined (the "Open").

16.2 Sealed Stakes. A sealed stake is the most Sponsor will pay to become Holder of a Category at the Open. Each sealed stake must be at least $250 and in whole ticks. Sponsor may submit sealed stakes in any number of Categories. Sponsor may hold one sealed stake per Category, and companies under common control are treated as one Sponsor for this purpose. A sealed stake must be submitted from an email address at Sponsor's own website domain unless Uptick agrees otherwise in writing (desk@uptickboard.com). Uptick and its affiliates do not submit sealed stakes.

16.3 Changes Before the Open. Sponsor may submit, raise, lower, or withdraw a sealed stake until 24 hours before the Open (the "Lock"). After the Lock, no sealed stake may be submitted or changed.

16.4 Confidentiality. Before the Open, Uptick will not disclose sealed stake amounts or the companies that submitted them. Uptick may publicly display the number of sealed stakes in each Category. Sealed stake amounts that are never charged remain confidential. The amount the Holder pays at the Open becomes its Total Stake and is public under Section 14.1. Because that amount is set by the second-highest sealed stake, it may reveal that stake's amount; Uptick will not disclose which company submitted it.

16.5 Determining Holders at the Open. At the Open, for each Category:

(a) the company with the highest sealed stake becomes Holder. If two sealed stakes are equal, the company whose sealed stake reached that amount first becomes Holder;

(b) the Holder pays one tick above the second-highest sealed stake in that Category, never more than its own sealed stake. If no other company submitted a sealed stake, the Holder pays $250; and

(c) that amount is the Holder's Stake Payment and opening Total Stake. No other company is charged at the Open.

16.6 Payment at the Open. When submitting a sealed stake, Sponsor provides a payment method and authorizes Uptick to charge it at the Open for the amount determined under Section 16.5, never more than Sponsor's sealed stake. For sealed stakes of $5,000 or more, Sponsor may instead choose to be invoiced at the Open, payable by ACH within 3 business days. Uptick may verify a Sponsor that chooses invoicing and may decline an invoiced sealed stake it cannot verify before the Lock. If a card charge at the Open requires Sponsor to confirm it, Section 16.7 applies as if the charge had failed.

16.7 Failed Payment. If a card charge fails, Sponsor has 24 hours after notice to complete payment. If an invoice is unpaid by its due date, or a failed card charge is not completed in time, Sponsor does not become Holder, and Section 16.5 is applied again to the remaining sealed stakes in that Category. Sponsor's authorization under Section 16.6 covers becoming Holder in this way. An ACH payment started before the due date counts as paid on time if it completes; if it later fails, the invoice is unpaid as of the due date. Until payment is received, the Category is shown as awaiting payment and no company is shown as its Holder. After the deadline, the card payment is cancelled, the invoice is voided, and no further payment is accepted for that result; a payment that clears anyway is held and applied under Section 4.2.

16.8 After the Open. Once the result for a Category is determined at the Open, including under Section 16.7, that Category operates under Sections 2 and 3, and any company may join its leaderboard or take the top spot through normal checkout. Categories with no sealed stake operate under Sections 2 and 3 from the Open. Sealed stakes that are not charged expire, and the related payment authorizations end.

16.9 Launch Commitment. If the Open does not occur within 30 days after the announced date, all sealed stakes are void and no charges will be made.

Exhibit A — Checkout Acceptance and Standing Stake Authorization

Displayed at checkout next to a required checkbox.

I agree to the Uptick Board Sponsorship Agreement on behalf of [Sponsor company name]. I understand this is a paid marketing placement, that Stake Payments are fully earned and non-refundable, and that my company is ranked in [Category] ([Ticker]) by our total stake. We hold the top spot while our total stake is highest. If we are passed, our stake still counts, and retaking the top spot costs only the difference.

Displayed at checkout when Sponsor chooses to be invoiced for a Stake Payment of $5,000 or more, in place of the text above.

I agree to the Uptick Board Sponsorship Agreement on behalf of [Sponsor company name]. I understand this is a paid marketing placement, that Stake Payments are fully earned and non-refundable, and that my company is ranked in [Category] ([Ticker]) by our total stake. We hold the top spot while our total stake is highest. If we are passed, our stake still counts, and retaking the top spot costs only the difference. We will be invoiced $[amount], payable by ACH by [due date]. The payment counts toward our total stake when it is received; if another company has passed us by then, it still counts, and retaking the top spot costs only the difference. If it is not paid by then, the invoice is cancelled and nothing is owed.

Displayed only when a standing stake is set, next to a second required checkbox.

I authorize Gusto Solutions, LLC d/b/a Uptick Board to charge my saved payment method, without further action from me, the amounts needed to take and keep the top spot in [Category] ([Ticker]), including automatic charges when another company passes us, up to a total stake of $[Cap]. I will receive a receipt for every charge, and I can change or cancel this authorization at any time from any standing stake email.

Displayed at Opening Bell submission, next to a required checkbox.

I agree to the Uptick Board Sponsorship Agreement on behalf of [Sponsor company name]. Our sealed stake for [Category] ([Ticker]) is $[amount]. If ours is the highest sealed stake at the Opening Bell, I authorize Gusto Solutions, LLC d/b/a Uptick Board to charge my saved payment method one tick above the next-highest sealed stake, or $250 if there is none, and never more than $[amount]. If we don't take the top spot, we won't be charged. We can change or withdraw our sealed stake until [Lock date and time].

Displayed at Opening Bell submission when Sponsor chooses to be invoiced, in place of the text above.

I agree to the Uptick Board Sponsorship Agreement on behalf of [Sponsor company name]. Our sealed stake for [Category] ([Ticker]) is $[amount]. If ours is the highest sealed stake at the Opening Bell, we will be invoiced one tick above the next-highest sealed stake, or $250 if there is none, and never more than $[amount], payable by ACH within 3 business days. If it is not paid in time, we do not take the top spot. We can change or withdraw our sealed stake until [Lock date and time].

Exhibit B — Placement Receipt Fields

Sponsor legal name · Category and Ticker · Amount charged · Charge type (stake / standing stake / Opening Bell) · New Total Stake · Rank · Claim Price after charge · Cap and remaining room (if any) · Date and time · Link to manage standing stake · Link to notice page · Founding holder credit (if earned)

Questions about this agreement: desk@uptickboard.com