NON-DISCLOSURE AGREEMENT

IMPORTANT — PLEASE READ BEFORE ACCEPTING. This Non-Disclosure Agreement (this “NDA”) is a binding legal agreement between EarthDaily Analytics USA, Inc., a corporation existing under the laws of Delaware and its Affiliates (“EarthDaily”) and the individual or entity requesting access to EarthDaily Preview Content and related materials (“Recipient”). EarthDaily and Recipient are each a “Party” and together the “Parties”.

This NDA becomes effective and binding on the Parties at the date and time Recipient affirmatively accepts it by clicking “I Accept” (or by using another equivalent acceptance mechanism) through EarthDaily’s electronic access process (the “Effective Date”). Acceptance of this NDA is a condition of access to the Preview Content and related materials.

By clicking “I Accept”, the individual doing so represents and warrants that: (a) they have read and understood this NDA and have had the opportunity to review, print, and retain a copy of it; (b) they are of the age of majority in their jurisdiction; (c) if they are accepting on behalf of an entity, they are authorized to bind that entity, and that entity is the Recipient under this NDA; and (d) the information submitted through the access process — including legal name, organization, business email address, and country — is true, complete, and accurate.

The Parties intend that clicking “I Accept” constitutes an electronic signature and has the same legal effect as a handwritten signature under applicable electronic transactions legislation, including the Electronic Transactions Act (British Columbia) and the United States Electronic Signatures in Global and National Commerce Act.

NOW THEREFORE, for good and valuable consideration, including access to the Preview Content, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 “Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than 50% of the voting interests or the power to direct management and policies.

1.2 “Confidential Information” means the Preview Content and any information disclosed by EarthDaily, its Affiliates, or persons or entities acting on its or their behalf (each a “Discloser”) to Recipient, directly or indirectly through any of Recipient’s Representatives, irrespective of (a) whether the disclosure occurred before or after the Effective Date, (b) how the disclosure occurred, including whether by the Discloser or a third party, in writing, by electronic or other physical delivery, by initiation of access to a website, database, or electronic storage, by oral or visual presentation, or otherwise, or (c) whether the information was marked or stamped “Confidential”. Confidential Information includes, without limitation:

(a) property, business, financial, accounting, and marketing information, analyses, forecasts, predictions, and projections; technical information, software, copyrightable works, demonstration programs, routines, algorithms, computer programs, computer systems, and techniques; documentation, designs, procedures, processes, structures, formulas, inventions (whether or not patentable), specifications, improvements, concepts, patents, records, files, memoranda, reports, and drawings; research and development, plans, strategies, price lists, customer and supplier information, and other account information; trade secrets, know-how, and other intellectual property relating to a Discloser, its subsidiaries, and their Affiliates and their respective business, operations, prospects, assets, and liabilities, or to the Purpose;

(b) any information derived from Confidential Information, and any notes, memoranda, data, summaries, analyses, compilations, reports, or other writings that relate to, are based on, or are generated from Confidential Information, regardless of how furnished or by whom prepared;

(c) the identity of investors, partners, property owners, project sponsors, vendors, providers, and suppliers of any services or products relating to a Discloser, its subsidiaries, and their Affiliates and their respective business, operations, and assets, or to the Purpose; and

(d) the terms and existence of this NDA.

1.3 “Derivative Product” means any product, dataset, image, model, analysis, report, or other output that is created from, derived from, or incorporates Preview Content in whole or in part, or that could not have been created without access to Preview Content.

1.4 “Feedback” has the meaning given in section 2.8.

1.5 “Preview Content” has the meaning given in section 2.1.

1.6 “Purpose” means Recipient’s internal testing and evaluation of EarthDaily satellite imagery products, and no other purpose.

1.7 “Representatives” means Recipient’s directors, officers, and employees, and Recipient’s external legal and accounting advisors who are bound by professional obligations of confidentiality, in each case only to the extent they have a need to know Confidential Information for the Purpose. Recipient’s Affiliates, contractors, subcontractors, and consultants are not Representatives unless EarthDaily has consented in writing in advance.

1.8 “Value-Added Product” means any product or service that is offered, made available, or provided to any third party and that incorporates, displays, or is derived from Preview Content.

2. PREVIEW CONTENT AND EVALUATION LICENCE

2.1 Preview Content. EarthDaily makes certain satellite imagery products available on a pre-release, beta, evaluation, or preview basis, including uncalibrated imagery or data products that have not been commercially released (“Preview Content”). Preview Content may also be designated as Preview Content in an applicable order form (including any no-charge order form), quote, product description, delivery notice, or other documentation accompanying it.

2.2 Evaluation use only. Preview Content is provided solely for the Purpose. Recipient shall not, and shall not permit any person to: (a) use Preview Content for any production or operational purpose; (b) create any Derivative Product or Value-Added Product from Preview Content; (c) use Preview Content for the benefit of any third party; or (d) use Preview Content outside Recipient’s own organization. Each of the foregoing is prohibited unless EarthDaily has given its prior written consent.

2.3 Prohibited uses. Without limiting section 2.2, Recipient shall not:

(a) use Preview Content to train, fine-tune, validate, test, or evaluate any machine learning, artificial intelligence, or other computational or statistical model, or incorporate Preview Content into any training or reference corpus;

(b) reverse engineer, decompile, or otherwise attempt to derive sensor characteristics, calibration parameters, processing methods, algorithms, or underlying source data from Preview Content;

(c) use Preview Content to develop, improve, market, or support any product or service that competes with any product or service of EarthDaily or its Affiliates; or

(d) publish or disclose any benchmark, comparison, performance, accuracy, or quality assessment of Preview Content.

Any model, model weights, dataset, product, or output created in breach of this section 2.3 is deemed to be EarthDaily’s Confidential Information, and Recipient shall, on EarthDaily’s request, immediately cease all use of it, delete or destroy it, and certify that deletion or destruction in writing.

2.4 Confidentiality of Preview Content. Preview Content is EarthDaily’s Confidential Information. Recipient shall not copy Preview Content (except as reasonably required for the Purpose), modify it, or publish, post, publicly display, distribute, or otherwise disclose it to any third party, in each case without EarthDaily’s prior written consent.

2.5 Pre-release nature; no reliance. Preview Content is uncalibrated and/or under development, may contain errors, omissions, or inaccuracies, and is not representative of EarthDaily’s final, on-specification commercial products. Preview Content is provided “as is” and may not be relied upon for any purpose. EarthDaily makes no commitment to commercially release Preview Content or any product or capability based on it.

2.6 Ownership. As between the Parties, EarthDaily and its Affiliates retain all right, title, and interest in and to Preview Content. No rights are granted in Preview Content except the limited, non-exclusive, non-transferable, revocable licence to use Preview Content for the Purpose described in this section 2.

2.7 Suspension; return or destruction. EarthDaily may suspend, restrict, or terminate Recipient’s access to and use of Preview Content at any time, immediately and with or without notice, for any reason or no reason. On EarthDaily’s request, or on termination or expiry of this NDA, Recipient shall promptly cease all use of Preview Content and return or destroy all copies of it in all forms and media and, on request, certify that destruction in writing.

2.8 Feedback. If Recipient provides comments, suggestions, evaluation results, or other feedback regarding Preview Content (“Feedback”), Recipient grants EarthDaily a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable licence to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without restriction, attribution, or obligation to Recipient. Recipient waives, and shall procure the waiver of, all moral rights in the Feedback. Feedback is not Recipient’s confidential information.

2.9 No charge. The fact that Preview Content may be provided at no charge does not limit Recipient’s obligations or EarthDaily’s rights under this NDA.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Recipient shall:

(a) keep the Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information of like importance, and in any event no less than reasonable care, to prevent unauthorized use or disclosure of the Confidential Information;

(b) use the Confidential Information only for the Purpose, and in no event in any way that is or may be detrimental to the interests of EarthDaily or its Affiliates;

(c) not copy or record in any form any part of the Confidential Information except as strictly necessary for the Purpose;

(d) disclose Confidential Information only to its Representatives, and only to the extent the disclosure is reasonably necessary for the Purpose;

(e) before any such disclosure, ensure that each Representative is bound by written obligations of confidentiality and use at least as protective of the Confidential Information as this NDA, whether under an employment agreement, a professional duty of confidentiality, or a separate written agreement;

(f) not disclose Confidential Information to any person other than a Representative; and

(g) on discovering or suspecting any unauthorized use, copying, or disclosure of Confidential Information, immediately notify EarthDaily and immediately act to prevent any further unauthorized use, copying, or disclosure.

3.2 Recipient is fully and unconditionally liable for any act or omission of any of its Representatives that would constitute a breach of this NDA if done by Recipient. This liability applies whether or not the Representative has entered into any separate agreement with EarthDaily.

3.3 Recipient shall, on EarthDaily’s request, promptly identify in writing each Representative to whom Confidential Information has been disclosed.

4. EXCEPTIONS

4.1 Except with respect to the use, licence, and ownership restrictions in section 2 and the compliance obligations in section 8, each of which applies regardless of whether Preview Content or any other Confidential Information ceases to be confidential, Recipient’s obligations with respect to Confidential Information do not apply to Confidential Information that Recipient demonstrates by contemporaneous written records:

(a) is already publicly available, or becomes readily available to the public, other than through a breach of this NDA;

(b) was possessed in tangible form by Recipient before its receipt from a Discloser;

(c) was independently developed by Recipient by persons without access to the Confidential Information; or

(d) was obtained by Recipient from a third party that, to Recipient’s knowledge, owed no obligation of confidentiality to any Discloser.

4.2 Recipient may disclose Confidential Information with EarthDaily’s prior written approval, to the extent of that approval.

5. RETURN OR DESTRUCTION

5.1 On EarthDaily’s request, Recipient shall promptly return all Confidential Information furnished to it, together with all copies made by Recipient and its Representatives, or, with EarthDaily’s consent, destroy that Confidential Information and delete it from all retrieval systems and databases. This does not apply to automatic back-up and archival systems on which Confidential Information is stored, provided that the backed-up Confidential Information remains subject to this NDA until it is deleted.

5.2 On request, Recipient shall deliver to EarthDaily a certificate signed by an officer of Recipient or, if Recipient is an individual, by Recipient, certifying that all Confidential Information has been returned or destroyed in compliance with this NDA.

5.3 Recipient’s obligations under this NDA continue to apply after Recipient has returned or destroyed and deleted the Confidential Information.

6. RIGHTS IN CONFIDENTIAL INFORMATION

6.1 All right, title, and interest in and to the Confidential Information remains the exclusive property of the applicable Discloser, and the Confidential Information is held in trust and confidence by Recipient for that Discloser. No interest, licence, or other intellectual property right in the Confidential Information is granted to Recipient under this NDA, by implication or otherwise, except the limited evaluation licence in section 2. Nothing in this NDA limits or restricts the right of EarthDaily or its Affiliates to assert claims for patent or copyright infringement against Recipient.

7. LEGALLY REQUIRED DISCLOSURE

7.1 If Recipient or any of its Representatives is requested pursuant to, or required by, any court of competent jurisdiction, any competent judicial, governmental, or regulatory body, any securities exchange, or any law or regulation to disclose any Confidential Information, Recipient may make that disclosure but must first give EarthDaily prompt notice of the request or requirement, unless notice is prohibited by law, so that EarthDaily may seek a protective order or other remedy or waive compliance with this NDA. Recipient shall cooperate with EarthDaily in seeking a protective order or other remedy. If a protective order or other remedy is not obtained, Recipient or the person to whom Recipient transmits the Confidential Information shall furnish only that portion of the Confidential Information that, in the opinion of Recipient’s counsel, is legally required, and shall use reasonable efforts to ensure that the disclosure is afforded confidential treatment.

8. EXPORT CONTROL, SANCTIONS, AND REGULATORY COMPLIANCE

8.1 Representations. Recipient represents and warrants, as at the Effective Date and on each occasion it accesses Preview Content, that:

(a) neither Recipient nor any of its Representatives is a person that is designated, listed, or otherwise subject to sanctions, export restrictions, or denial of export privileges under the laws of Canada, the United States, the United Kingdom, the European Union, or the United Nations, and Recipient is not owned or controlled by, or acting for or on behalf of, any such person;

(b) Recipient is not located or organized in, and will not access, use, or transfer Preview Content in or to, any country or territory subject to comprehensive sanctions or a United States or Canadian arms embargo;

(c) Recipient is not a competitor of EarthDaily or its Affiliates and is not requesting access for, on behalf of, or for the benefit of a competitor; and

(d) Recipient is not a government entity, and is not acting on behalf of a government entity, in respect of which the acceptance mechanism described above would not create a binding obligation (see section 8.5).

8.2 Compliance covenant. Recipient shall comply with all applicable export control, sanctions, customs, and remote sensing laws and regulations in its access to and use of Preview Content and other Confidential Information, including the United States Export Administration Regulations, the International Traffic in Arms Regulations, regulations administered by the U.S. Office of Foreign Assets Control, the licence conditions applicable to EarthDaily under the United States commercial remote sensing regulatory regime administered by NOAA, and the Export and Import Permits Act (Canada) and the Special Economic Measures Act (Canada).

8.3 No transfer to foreign persons. Recipient shall not export, re-export, release, or otherwise make Preview Content or any other Confidential Information available to any person who is not a national or lawful permanent resident of Recipient’s country of establishment, or to any location outside that country, without EarthDaily’s prior written consent.

8.4 Consequences of breach. Any breach or suspected breach of this section 8 entitles EarthDaily to suspend or terminate access immediately and without notice, and EarthDaily has no liability to Recipient arising from any such suspension or termination. Recipient shall promptly notify EarthDaily if any representation in section 8.1 becomes untrue.

8.5 Government entities. This NDA is not offered to, and may not be accepted by or on behalf of, any national, federal, state, provincial, or local government entity or agency. Access to Preview Content by any such entity requires a separate written agreement executed by a duly authorized representative of that entity and of EarthDaily. Acceptance of this NDA by an individual purporting to act on behalf of a government entity does not create any obligation of that entity and does not authorize access.

9. DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 Disclaimer. All Confidential Information, including all Preview Content, is provided “as is” and “as available”. To the maximum extent permitted by law, EarthDaily and its Affiliates disclaim all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or arising from course of dealing or usage of trade, including any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, accuracy, completeness, or availability. EarthDaily has no liability to Recipient resulting from Recipient’s reliance on or use of any Confidential Information.

9.2 Exclusion of damages. To the maximum extent permitted by law, EarthDaily and its Affiliates are not liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, business, or anticipated savings, however caused and on any theory of liability, whether or not EarthDaily has been advised of the possibility of those damages.

9.3 Cap. Notwithstanding anything to the contrary in this NDA, the total aggregate liability of EarthDaily and its Affiliates arising from or relating to this NDA, the Preview Content, and any other Confidential Information will not exceed one hundred United States dollars (US$100).

9.4 Scope. Sections 9.1 to 9.3 limit the liability of EarthDaily and its Affiliates only. Nothing in this section 9 limits or excludes Recipient’s liability, including for breach of section 2, section 3, or section 8, or for infringement or misappropriation of intellectual property rights.

9.5 Savings. Nothing in this NDA excludes or limits any liability that cannot lawfully be excluded or limited.

10. TERM AND SURVIVAL

10.1 This NDA takes effect on the Effective Date and continues for five years, unless terminated earlier by EarthDaily by written notice to Recipient (email being sufficient).

10.2 Recipient may cease accessing Preview Content at any time. Neither that cessation nor the expiry or termination of this NDA affects Recipient’s obligations in respect of Confidential Information disclosed or accessed at any time, whether before or after the Effective Date.

10.3 Sections 1 through 9 and sections 10 through 17 survive the expiry or termination of this NDA and continue in full force and effect indefinitely.

11. REMEDIES

11.1 Recipient acknowledges that any breach or threatened breach of this NDA would cause EarthDaily irreparable harm that could not be fully remedied by monetary damages. In addition to any other remedy available, EarthDaily is entitled to injunctive or other equitable relief to prevent a continued or threatened breach, without proof of actual damage and without the requirement to post a bond or other security. Notwithstanding section 16, EarthDaily may seek that relief in any court having jurisdiction over Recipient, any Representative, or the Confidential Information.

12. LIMITED PURPOSE

12.1 This NDA governs the disclosure of Confidential Information between the Parties and nothing more. Nothing in it obliges either Party to proceed with any business transaction, grants either Party exclusivity, or creates any agency, partnership, joint venture, or employment relationship.

13. ASSIGNMENT

13.1 Recipient may not assign any of its rights or delegate any of its obligations under this NDA, in whole or in part, by operation of law or otherwise, without EarthDaily’s prior written consent. Any purported assignment or delegation in breach of this section is void.

13.2 EarthDaily may assign this NDA, in whole or in part, to an Affiliate or to a successor in connection with a merger, amalgamation, reorganization, or sale of all or substantially all of its assets or of the business line to which this NDA relates, in each case without Recipient’s consent.

13.3 This NDA binds and benefits the Parties and their permitted successors and assigns.

14. NOTICES

14.1 Notices to Recipient may be given by email to the business email address submitted through the access process and are deemed received on the day sent. Recipient is responsible for keeping that address current.

14.2 Notices to EarthDaily must be given in writing to [NOTICE ADDRESS] with a copy by email to [legal@earthdaily.com], and are deemed received on actual receipt.

15. CHANGES TO THIS NDA

15.1 EarthDaily may amend this NDA from time to time by posting a revised version through its electronic access process. The version in effect at the time of each access governs Preview Content accessed from that time. Continued access to or use of Preview Content after a revised version is posted constitutes acceptance of that version. If Recipient does not agree to a revised version, Recipient’s sole remedy is to cease accessing Preview Content and to destroy the Preview Content in its possession in accordance with section 5.

15.2 Except as provided in section 15.1, no amendment to this NDA is effective unless made in writing and agreed by both Parties.

16. GOVERNING LAW AND JURISDICTION

16.1 This NDA is governed by and construed in accordance with the laws of the State of New York and the applicable federal laws, without regard to conflict of law principles.

16.2 Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York for any dispute arising from or in connection with this NDA, and waives any objection to venue in those courts and any claim that proceedings brought in those courts have been brought in an inconvenient forum. This section 16.2 is subject to section 11.1.

17. MISCELLANEOUS

17.1 Relationship to other agreements. This NDA supplements, and does not supersede, amend, or replace, any other written agreement between Recipient and EarthDaily or any of its Affiliates. This NDA constitutes the entire agreement between the Parties solely with respect to Preview Content and the Purpose, and supersedes any prior or contemporaneous oral or written understandings on that subject. In the event of any conflict between this NDA and any other agreement, this NDA governs in respect of Preview Content, and the other agreement governs in all other respects.

17.2 Third-party beneficiaries. EarthDaily enters into this NDA on its own behalf and on behalf of its Affiliates. EarthDaily’s Affiliates are intended third-party beneficiaries of, and may directly enforce, sections 2, 3, 4, 5, 6, 8, 9, and 11. There are no other third-party beneficiaries.

17.3 Waiver. A failure or delay in enforcing any provision of this NDA is not a waiver of that or any other provision.

17.4 Severability. If any provision of this NDA is held to be illegal, invalid, or unenforceable, in whole or in part, that provision is ineffective to the extent of the illegality, invalidity, or unenforceability without invalidating the remainder of this NDA, and the provision is to be read down to the minimum extent necessary to make it enforceable.

17.5 Privacy. Personal information submitted through the access process is handled in accordance with EarthDaily’s privacy policy, available at [URL].

17.6 Headings; interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.

17.7 Language. The Parties have required that this NDA and all related documents be drawn up in English. Les parties ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais.

Last Revised September 14, 2026