KEYSTONE FOUNDER STUDIO
MEMBERSHIP TERMS AND CONDITIONS

This document (“Terms”) sets forth the terms and conditions governing all membership tiers offered by Keystone Founder Studio (“KFS”), currently operated through Trusted Scale Holdings, LLC. KFS anticipates assigning these Terms and applicable Order Forms to Keystone Founder Studio, Inc. (the “Successor Entity”) upon its formation and capitalization, as described in Section 17.1 below.

These Terms apply to and are incorporated by reference into each executed Membership Order Form ("Order Form") between KFS and the member company identified therein (the "Company"). Together, these Terms and the applicable Order Form constitute the entire agreement between KFS and the Company (the "Agreement"). In the event of a conflict, the Order Form controls over these Terms for its subject matter.

KFS and the Company may each be referred to as a "Party" and collectively as the "Parties."

1. DEFINITIONS
1.1. "Ascent Deliverables" means intellectual property or tangible work product created by KFS or a Service Provider (or both) pursuant to an Ascent Order Form, and expressly identified as "Founder-Owned Deliverables" in that Order Form.
1.2. "Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in the Commonwealth of Pennsylvania are authorized or required to be closed.
1.3. "Company Materials" means all existing intellectual property, data, and materials provided to KFS by the Company in connection with the Services.
1.4. "Confidential Information" has the meaning set forth in Section 10.1.
1.5. "Effective Date" means the date the Company first (a) signs these Terms or an Order Form, (b) accepts either electronically, or (c) pays for or uses any membership tier, whichever occurs first.
1.6. "Governing Currency" means United States Dollars (USD), unless an applicable Order Form expressly states otherwise.
1.7. "KFS Materials" means KFS's pre-existing intellectual property, methodologies, templates, training materials, platform, tools, frameworks, models, prompts, automations, and know-how.
1.8. "Order Form" means an executed Membership Order Form (Studio, Growth Partnership, or Ascent) that incorporates these Terms by reference and specifies the applicable tier, fees, and term.
1.9. "Security Incident" has the meaning set forth in Section 11.2.
1.10. "Service Provider" or "Provider" means a third-party service provider whose offerings are made available through the Studio marketplace.
1.11. "Services" means the membership access, coaching, consulting, deliverables, and/or other services provided by KFS under the applicable tier and Order Form.
1.12. "Website Terms" means KFS's then-current platform terms, acceptable use policies, and privacy policy applicable to the Studio and Growth Partnership tiers.

2. MEMBERSHIP TIERS; ORDER FORMS
2.1. Tiers. KFS offers three membership tiers, each governed by a separate Order Form:
(a) Studio — access to KFS's curated services marketplace; billed on a yearly subscription with month-to-month cancellation rights;
(b) Growth Partnership — subscription coaching program with prorated refund mechanics; and
(c) Ascent — custom consulting and bespoke services, governed by individual Ascent Order Forms.
2.2 Enrollment. The Company's tier, pricing, and specific terms are set forth in the applicable Order Form. The Company may be enrolled in more than one tier simultaneously under separate Order Forms.
2.3 Tier Changes. The Company may request an upgrade or downgrade. Any change is effective on the next billing cycle unless KFS agrees otherwise in writing. Prepaid amounts are non-refundable except as expressly stated in these Terms or the applicable Order Form.
2.4 Website Terms. The Studio and Growth Partnership tiers are also governed by KFS's then-current Website Terms. By creating an account, subscribing, or using the platform, the Company agrees to the Website Terms.

3. FEES; PAYMENT; LATE CHARGES
3.1. Invoicing. Fees are as stated in the applicable Order Form. Unless otherwise specified, fees are due in advance (for subscription tiers) or per the payment schedule in the Order Form (for Ascent).
3.2. Late Payment. Amounts not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), from the due date until paid in full.
3.3. Suspension for Nonpayment. KFS may suspend access to any tier upon five (5) Business Days' written notice if any invoice is more than fifteen (15) days past due. Suspension does not release the Company from its payment obligations.
3.4. Taxes. All fees are exclusive of applicable taxes. The Company is responsible for all sales, use, or similar taxes, excluding taxes on KFS's net income.

4. INDEPENDENT CONTRACTOR; PROVIDER RELATIONSHIPS
4.1. Independent Contractors. Each Party is an independent contractor. These Terms do not create a partnership, joint venture, or employment relationship.
4.2. No Authority to Bind. Neither Party may enter into contracts or commitments on the other's behalf without prior written consent.
4.3. Provider Relationships. Service Providers engaged through the Studio marketplace are independent contractors of KFS, not employees or agents of KFS, and are not parties to these Terms. The Company contracts with KFS — not directly with Providers. KFS curates, packages, and may rebrand Provider offerings for resale.
4.4. No Third-Party Beneficiaries. No third party (including any Provider or subcontractor) is an intended beneficiary of these Terms, except that a Company named in an executed Ascent Order Form may enforce rights expressly granted to it in that Order Form, solely against KFS and solely with respect to that Order Form's subject matter.

5. RELATIONSHIP BETWEEN ORDER FORM AND THESE TERMS
5.1. Order of Precedence. If there is a conflict among documents, the following order controls (highest to lowest):
(a) the applicable Order Form (including any exhibit or change order);
(b) these Membership Terms and Conditions; and
(c) the Website Terms (for Studio and Growth Partnership tiers).
5.2. Entire Agreement. Each Order Form together with these Terms constitutes the complete agreement between the Parties for the tier described therein, and supersedes all prior discussions, representations, and agreements relating to that tier.
5.3. Amendments. Any amendment to these Terms or an Order Form must be in writing and signed (or confirmed by email from authorized representatives) by both Parties.

6. TERM AND TERMINATION
6.1. Term. These Terms begin on the Effective Date and continue until all Order Forms have been terminated or expired.
6.2. Termination for Convenience. Either Party may terminate any Order Form (or these Terms in their entirety, if no Order Form remains active) on thirty (30) days' written notice. Termination does not excuse unpaid fees that accrued before the termination date.
6.3. Termination for Cause. Either Party may terminate an Order Form immediately for a material breach that is not cured within ten (10) Business Days after written notice describing the breach in reasonable detail.
6.4. Effect of Termination. Upon termination of an Order Form, access to the applicable tier benefits ends as provided in that Order Form. Termination of one Order Form does not terminate other active Order Forms or these Terms. Provisions that by their nature survive (including confidentiality, intellectual property, limitation of liability, indemnification, and governing law) remain in effect.

7. INTELLECTUAL PROPERTY
7.1. Company Materials. The Company retains all rights to its existing intellectual property and Company Materials provided to KFS.
7.2. KFS Materials. KFS retains all rights to KFS Materials. Nothing in these Terms transfers ownership of KFS Materials to the Company.
7.3. Ascent Deliverables. Ownership of deliverables created under an Ascent Order Form is governed by that Order Form. The Order Form shall expressly identify "Founder-Owned Deliverables" that transfer to the Company upon full payment of all applicable fees. Background IP, general methodologies, and pre-existing KFS Materials embedded in or used to create Founder-Owned Deliverables are licensed — not assigned — to the Company on a perpetual, non-exclusive, royalty-free basis solely for the Company's internal use of those Deliverables, on the terms set out in the Order Form. KFS will ensure that all contributors to Ascent deliverables have signed IP assignment or work-made-for-hire agreements sufficient to vest the rights necessary to make the transfers required under this Section and the applicable Order Form.
7.4. Studio Marketplace Deliverables. Unless stated otherwise in writing at purchase, the Company receives a non-exclusive license to use Studio marketplace deliverables for internal business purposes. KFS warrants that it has obtained sufficient IP rights from applicable Providers to grant the Company the rights described in any purchase confirmation. The Company's recourse for any IP issues with Studio deliverables is against KFS.
7.5. Feedback. The Company may share suggestions or feedback with KFS. KFS may use feedback without restriction but will not disclose the Company's Confidential Information or identify the Company as the source without its prior written consent.

8. WARRANTIES; DISCLAIMERS
8.1. Authority. Each Party confirms it has the legal authority to enter into these Terms and any Order Form.
8.2. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE ORDER FORM, KFS PROVIDES THE SERVICES "AS IS" AND MAKES NO WARRANTIES — EXPRESS, IMPLIED, OR STATUTORY — INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.3. No Professional Advice. KFS does not provide legal, tax, accounting, or investment advice unless expressly agreed in a signed Ascent Order Form. The Company should consult licensed professionals for such matters.

9. LIMITATION OF LIABILITY
9.1. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA), EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT APPLY TO: (I) BREACHES OF CONFIDENTIALITY (SECTION 10); (II) BREACHES OF IP PROVISIONS (SECTION 7); OR (III) VIOLATIONS OF NON-CIRCUMVENTION OR NON-SOLICITATION (SECTION 13).
9.2. EXCEPT FOR (A) CONFIDENTIALITY BREACHES; (B) WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD; (C) UNPAID FEES; (D) IP BREACHES; OR (E) NON-CIRCUMVENTION OR NON-SOLICITATION VIOLATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS AND ANY ORDER FORM IS LIMITED TO THE FEES PAID BY THE COMPANY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

10. CONFIDENTIALITY
10.1. Definition. "Confidential Information" means non-public information shared by one Party (the "Owner") with the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential — including business plans, financial information, customer data, and technical information. The Company should clearly label any information it considers confidential when sharing it with KFS.
10.2. Obligations. For three (3) years from disclosure, the Recipient will: (a) not disclose the Owner's Confidential Information except to personnel and contractors who need it and are bound by equivalent confidentiality obligations; and (b) protect it with at least the same care used to protect the Recipient's own confidential information of similar sensitivity.
10.3. Provider Access. When the Company discloses Confidential Information to KFS and KFS makes that information available to a Service Provider engaged to perform Services for the Company's benefit, such disclosure to the Service Provider is deemed a disclosure by KFS (not by the Company directly), and is governed solely by KFS's confidentiality agreement with that Service Provider. KFS shall ensure that each Service Provider receiving Company Confidential Information is contractually bound to obligations no less protective than those in this Section 10.
10.4. Exclusions. These obligations do not apply to information that: (a) the Recipient already knew; (b) becomes public through no fault of the Recipient; (c) is received from a third party without restriction; (d) is independently developed; or (e) must be disclosed by law (with notice to the Owner where permitted).
10.5. Return or Deletion. Upon request or termination, each Recipient will promptly return or delete the Owner's Confidential Information, except as required by law or routine backup practices (in which case it remains subject to these obligations).

11. SECURITY AND DATA PROTECTION
11.1. Safeguards. Each Party will maintain reasonable administrative, technical, and organizational safeguards appropriate to the sensitivity of the data involved in connection with the Services.
11.2. Security Incidents. A "Security Incident" is any actual or reasonably suspected unauthorized access to, loss of, or disclosure of systems or data related to the Services. If either Party discovers a Security Incident, it must notify the other in writing within twenty-four (24) hours. Notice must describe: (a) what happened; (b) what systems or data may be affected; (c) when it was discovered; and (d) what steps have been or will be taken. The discovering Party will promptly work to contain the issue and cooperate with the other Party. A material Security Incident caused by a Party's failure to maintain required safeguards constitutes a material breach.
11.3. Data Privacy. Each Party will comply with applicable privacy and data protection laws (including the CCPA and other applicable U.S. state privacy laws). KFS will not sell or disclose the Company's data to third parties for their own commercial purposes, and will use Company data only to perform the Services and for related internal operations. If the Services involve personal data subject to specific regulations, the Parties will enter into a mutually agreed Data Processing Addendum upon written request.

12. INDEMNIFICATION; INSURANCE
12.1. By Company. The Company will defend, indemnify, and hold harmless KFS and its officers, directors, employees, and contractors from third-party claims arising from: (a) Company Materials; (b) the Company's use of the Services in violation of these Terms or law; (c) the Company's products or services; (d) the Company's breach of confidentiality; or (e) infringement caused by Company Materials or the Company's products or services.
12.2. By KFS. KFS will defend, indemnify, and hold harmless the Company from third-party claims that Ascent Order Form deliverables (excluding Company Materials and third-party components) infringe a U.S. intellectual property right. KFS may fix the infringement, obtain a license, or terminate the affected Order Form and refund prepaid unused fees. This is the Company's sole remedy for infringement claims regarding Ascent deliverables.
12.3. Procedure. The indemnifying Party must receive: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement (the other Party may participate at its own cost); and (iii) reasonable cooperation. The indemnifying Party may not settle any claim that imposes obligations on the other Party without that Party's prior written consent (not to be unreasonably withheld or delayed).
12.4. Insurance. Each Party will maintain commercial general liability insurance of at least $1,000,000 per occurrence / $2,000,000 in the aggregate throughout the term. For Ascent engagements, KFS will name the Company as an additional insured and provide a certificate of insurance upon Order Form execution and each renewal. Neither Party will cancel its coverage without at least thirty (30) days' prior written notice to the other.

13. NON-CIRCUMVENTION; NON-SOLICITATION
13.1. Non-Circumvention (Studio). During the Company's Studio membership and for twelve (12) months after it ends, the Company will not directly engage, contract with, or receive services from any Provider introduced through the Studio marketplace — except through KFS — without KFS's prior written consent. If a Provider contacts the Company directly in a manner that appears to circumvent this restriction, the Company will promptly notify KFS.
13.2. Direct Engagement After Membership. During the twelve-month post-membership window described in Section 13.1, the Company may engage a Provider directly only with KFS's prior written consent and on commercially reasonable terms that compensate KFS for the introduction. KFS will not unreasonably withhold consent, subject to agreeing on appropriate transition terms. After that twelve-month window expires, the Company is free to engage any such Provider directly without restriction, fee, or consent requirement of any kind.
13.3. Non-Solicitation of Personnel. During the term and for twelve (12) months after, neither Party will knowingly solicit for hire the other's personnel with whom it had direct contact through the Services, except through general advertisements or where the individual initiates contact independently.

14. NOTICES
Notices must be in writing and sent by hand delivery, certified mail, overnight courier, or email to the addresses specified in the applicable Order Form (or as updated by written notice). Email notices are effective upon confirmed electronic receipt at the receiving server, or the next Business Day if received on a non-Business Day.

15. FORCE MAJEURE
Neither Party is liable for delays or failures caused by events outside its reasonable control (such as natural disasters, war, pandemics, or government action), provided the affected Party makes reasonable efforts to resume performance and gives prompt written notice.

16. GOVERNING LAW AND DISPUTES
These Terms and all Order Forms are governed by the laws of the Commonwealth of Pennsylvania (without regard to conflict-of-law rules). The Parties consent to exclusive jurisdiction in Pennsylvania state or federal courts. Before initiating formal proceedings, the Parties will try in good faith to resolve disputes informally for at least fifteen (15) Business Days. Either Party may seek immediate injunctive or equitable relief in any court — without waiting — for breaches involving confidentiality, intellectual property, data security, or non-circumvention obligations.

17. MISCELLANEOUS
17.1. Assignment. Neither Party may assign these Terms or any Order Form without the other's prior written consent, except to an affiliate or in a merger, acquisition, or sale of substantially all assets (provided the assignee assumes all obligations). KFS anticipates assigning these Terms and all Order Forms to Keystone Founder Studio, Inc. (the "Successor Entity") once that entity is formed and funded. The Company pre-approves that assignment, provided: (a) the Successor Entity assumes all of KFS's obligations in writing; (b) KFS gives the Company at least fifteen (15) days' advance written notice; and (c) the assignment does not materially and adversely affect the Company's rights.
17.2. Severability. If any provision is unenforceable, the rest of these Terms remain in effect, and that provision will be modified only as much as needed to make it enforceable.
17.3. Waiver. Waivers must be in writing. A delay in exercising any right is not a waiver of that right.
17.4. Counterparts. These Terms and any Order Form may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

MEMBERSHIP ORDER FORM — GROWTH PARTNERSHIP TIER

This Growth Partnership Membership Order Form (“Order Form”) is entered into between Keystone Founder Studio (“KFS”) and the company identified in the accompanying electronic form fields (the “Company”).

This Order Form incorporates by reference and is governed by the KFS Membership Terms and Conditions, as amended from time to time (the “Terms”). Capitalized terms not defined herein have the meanings given in the Terms.

COMPANY INFORMATION

The Company information provided through the accompanying electronic form fields, including the Company Legal Name, State of Formation, entity type, primary contact information, billing contact information, and any other identifying information submitted by the Company, is incorporated into and forms part of this Order Form.

The Effective Date of this Order Form is the date of electronic acceptance.

Program access begins upon successful completion of subscription payment.

GROWTH PARTNERSHIP PROGRAM

The Growth Partnership tier is an ongoing subscription-based coaching and advisory program intended to support the Company’s development and growth.

Program components may include:

* Scheduled coaching sessions;
* Office hours, workshops, or group sessions;
* Templates, frameworks, and program resources;
* Advisory support relating to customer discovery, product development, go-to-market strategy, product-market fit, and fundraising readiness;
* Periodic check-ins and progress reviews.

The specific structure, session cadence, and included materials may evolve over time and are determined by KFS in its discretion.

KFS may assign, substitute, or rotate coaches, advisors, Resident Experts, personnel, or Providers as reasonably necessary.

Implementation services, custom deliverables, legal advice, tax advice, accounting advice, investment advice, and any services outside the Growth Partnership Program are excluded unless separately agreed in writing.

SUBSCRIPTION TERMS

The Company acknowledges and agrees that:

* Subscription pricing and billing frequency are selected and confirmed through KFS’s secure Stripe checkout page immediately following acceptance of this Order Form.
* Subscription fees are billed in advance.
* Subscriptions automatically renew unless cancelled before the next billing cycle.
* Cancellation rights and prorated refund provisions are governed by the Membership Terms and Conditions.
* Program access becomes active upon successful payment.
* Failure to complete payment does not invalidate the Company’s acceptance of this Order Form or the Membership Terms and Conditions, but Services will not commence until payment is received.

SCHEDULING

Sessions are scheduled in accordance with KFS’s then-current scheduling policies.

Missed sessions may be forfeited if not rescheduled within the applicable rescheduling window.

WEBSITE TERMS

The Company agrees to KFS’s then-current platform terms, acceptable use policies, and privacy policy by creating an account, subscribing, or otherwise using the platform.

ELECTRONIC ACCEPTANCE

By checking the acceptance box, typing my name, providing my electronic signature, and submitting this Order Form, I represent that I am authorized to bind the Company identified in the accompanying form fields and that the Company agrees to:

* this Growth Partnership Membership Order Form;
* the KFS Membership Terms and Conditions;
* KFS’s Website Terms; and
* the subscription selected and completed through Stripe.

The typed name, electronic signature, date, timestamp, IP address, and information submitted through the accompanying form fields shall constitute the Company’s electronic signature and shall have the same force and effect as an original handwritten signature.

This Order Form may be accepted electronically and shall be deemed an original for all purposes.