Partner Terms

This Agreement sets forth the terms and conditions governing the relationship between Yakura and the Partner for the listing and sale of the Partner's products on Yakura's Marketplace. The purpose of the Agreement is to outline the obligations, rights, and expectations of both parties in the sale, marketing, and distribution of products via the Yakura Platform.

As a Partner of Yakura, you agree to fulfill the following obligations in order to ensure the smooth operation and success of the products you provide through the Yakura Marketplace:

• Product Submission and Quality Assurance: You are responsible for submitting your products to the Yakura Marketplace, including all necessary descriptions, marketing materials, and updates. These submissions must accurately represent the product and its features. You ensure that the product complies with all applicable laws, regulations, and industry standards, and that it meets the performance, quality, and functionality standards that have been represented in your product listings.
• Ongoing Product Availability: You must ensure that the products you submit to the Marketplace remain available, functional, and ready for sale throughout the term of this Agreement. If any product is discontinued, removed from the marketplace, or otherwise unavailable for any reason, you must immediately notify Yakura. In case of technical issues or product unavailability, you must provide prompt resolution to maintain a positive user experience.
• Customer Support: You are required to provide timely, efficient, and professional customer support for the products listed on Yakura's Marketplace. This includes responding to inquiries, addressing issues, and offering product support directly to the customers who purchase from you. Partner is expected to resolve all customer service requests promptly and professionally, as per the standards of the industry.
• Product Updates and Maintenance: You agree to regularly update your products to fix any bugs, improve performance, and add features or functionalities. You must provide all necessary support, including technical updates and patches, as needed. Failure to maintain and update products may result in suspension or removal from the Marketplace.
• Accuracy of Product Information: You agree to provide accurate and truthful information about your products in the product listings, including descriptions, features, pricing, and licensing terms. Any significant changes to the product's functionality, features, or availability must be promptly communicated to Yakura to ensure that all marketing materials and product listings remain accurate.
• Promotional Material Delivery: You must supply any necessary promotional materials, such as images, logos, text, and other marketing assets (collectively, "Promotional Materials") to Yakura. These materials should be sufficient to enable effective marketing of the product and should meet the quality standards required by Yakura. Partner grants Yakura a royalty-free, worldwide, and irrevocable license to use, distribute, and display the Promotional Materials in connection with the product listings and marketing efforts.
• Product Conformance: You ensure that all products listed on the Marketplace conform to the specifications provided in the product listings and any promotional materials. Any changes to the product, including updates or modifications, must be communicated to Yakura in advance to ensure that product listings remain current and accurate.
• Cooperation and Communication: You agree to maintain regular communication with Yakura and respond to inquiries regarding your products or product listings within a reasonable time frame. This includes providing any requested information, updates, or changes to product details in accordance with Yakura's policies. You agree to cooperate with Yakura in resolving any issues related to your products, including compliance concerns, product defects, or intellectual property disputes.
• Compliance with Applicable Laws: You are solely responsible for ensuring that your products, product listings, and associated marketing materials comply with all applicable local, national, and international laws and regulations. This includes compliance with intellectual property laws, data privacy regulations, consumer protection laws, and any other legal requirements governing the sale, marketing, or distribution of your products.
• Product Support and Liability: You are responsible for addressing and resolving any support requests or technical issues that arise regarding your products. If there are any issues with the product that negatively affect customers, you must take reasonable steps to rectify the problem as soon as possible, including offering refunds or replacements if required by your product policies.
• Notification of Material Business Changes: You are required to inform Yakura promptly of any material changes to your business, including changes in pricing, product features, availability, business structure, or ownership. This includes notifying Yakura of any mergers, acquisitions, insolvencies, or other business changes that may affect the provision of your products to customers on the Marketplace.
• No Direct or Indirect Charges to Customers: You agree not to charge any additional fees directly to any Yakura customers outside of the agreed pricing structure unless explicitly allowed by Yakura and approved by the customer. This includes preventing any unauthorized in-app purchases, additional charges, or fees not disclosed upfront in the product listing.
• Maintaining Product Integrity: You shall not alter, misrepresent, or engage in any practices that may harm the reputation, functionality, or quality of the products listed on Yakura's Marketplace. Any attempt to disrupt the Marketplace, including fraudulent activities, will be subject to immediate termination of this Agreement and may result in legal action.
• Authorization to Act on Behalf of the Business: You affirm that you have the necessary rights and authority to enter into this Agreement on behalf of your business, and that any obligations entered into with Yakura will be binding upon your business entity. You further confirm that your products are legally owned or licensed by you and that you have full rights to distribute and sell them on the Marketplace.

By fulfilling these obligations, you ensure that Yakura's Marketplace remains a reliable, secure, and trustworthy platform for all users, and that your products maintain the standards of quality and compliance expected by both Yakura and its customers.

Partner will receive a portion of the purchase price paid by Yakura customers for the products listed on the Yakura Marketplace. The payment due to the Partner will be a percentage of the purchase price, as set forth in the applicable Promotion Agreement between Yakura and Partner.

Yakura shall remit payment to Partner for the fees owed, subject to deductions for any applicable taxes, platform fees, and other charges as outlined in the Promotion Agreement. Payments will be made on a regular schedule as specified in the Promotion Agreement, and the payment will be remitted via the payment method specified by Partner in the account settings.

Partner is responsible for all taxes related to the sale of their product through the Yakura Marketplace. This includes any value-added taxes (VAT), sales taxes, or other applicable taxes that may be assessed in the jurisdiction where the sale occurs. Yakura may, where applicable, collect and remit taxes on behalf of the Partner, but Partner acknowledges and agrees that they are solely responsible for ensuring compliance with all relevant tax obligations.

To facilitate this, Partner agrees to provide accurate and up-to-date tax information, such as their taxpayer identification number (TIN), to Yakura. If Partner fails to provide or updates this information when necessary, Yakura may suspend payments to the Partner until the tax information is provided or corrected.

Payments to Partner will be made on a [bi-weekly/monthly] basis, in accordance with the schedule set forth in the Promotion Agreement. Payments will be processed after the deduction of any applicable taxes and fees, and Yakura will issue a statement summarizing the amounts due to the Partner, including details of sales and any deductions.

In the event of any discrepancies in the payment amount, the Partner must notify Yakura within [X days] of receipt of payment. Yakura will investigate the matter and make any necessary corrections.

Payments to the Partner will be made in [currency] unless otherwise agreed upon in the Promotion Agreement. Any currency exchange or transfer fees associated with the payment will be borne by the Partner, unless otherwise specified.

Partner must provide Yakura with a valid and current payment method in order to receive payments. This payment method can be updated by the Partner through their account settings on the Yakura Platform. In the event that the payment method becomes invalid, Yakura will notify the Partner, and payment will be suspended until a valid payment method is provided.

If there is a dispute over any payment, including the amount or payment method, Partner must notify Yakura in writing within [X] days of receiving the payment. Yakura will investigate the dispute and, if necessary, provide additional documentation or process corrections. If no notification is made within the stated period, the payment will be considered final.

Yakura is authorized to collect all payments made by customers for the products listed by the Partner on the Marketplace. Yakura will handle all payment processing, including credit card transactions, and will remit payments to the Partner as described in this section. Yakura is not liable for any issues related to the payment collection process, such as customer disputes or failed transactions, but will assist in resolving such issues as required.

By entering into this Agreement, the Partner acknowledges and agrees to the payment terms and conditions set forth herein and in any applicable Promotion Agreement.

Partner agrees that any payments made by Yakura to the Partner may be subject to clawback (i.e., recovery) in the event that Yakura determines, in its reasonable discretion, that the Partner has violated any of the terms of this Agreement, the Promotion Agreement, or any other applicable policies or agreements between the Parties. Clawback may also apply if it is discovered that Partner has received payments in error, or if there are chargebacks or disputes related to a sale.

In the event that a Clawback is triggered, Yakura will notify the Partner in writing, providing details regarding the amounts owed and the reasons for the clawback. The Partner agrees to repay any amounts subject to Clawback within [X] days of receiving written notice from Yakura. If the Partner fails to repay the clawed-back amount within the specified time frame, Yakura may take additional steps to recover the funds, including withholding future payments or taking legal action if necessary. Clawback may be triggered by, but is not limited to, the following events:

• Breach of Agreement: If Partner fails to comply with any material term of this Agreement, the Promotion Agreement, or any related agreement with Yakura.
• Fraudulent or Misleading Conduct: If Partner is found to have engaged in fraudulent or misleading activities, including misrepresentation of products, providing false promotional materials, or engaging in deceptive business practices.
• Chargebacks and Payment Disputes: If a customer initiates a chargeback or disputes a payment, and the transaction is deemed to have been processed in error or due to a violation of Yakura's payment policies.
• Non-Compliance with Laws: If the Partner's product or conduct violates any applicable local, state, national, or international laws or regulations, including data protection laws or intellectual property rights.
• Refunds or Product Returns: If a customer is granted a refund or return for a product that was sold by the Partner, and the funds were previously paid out to the Partner.

The amount of the Clawback will include the total amount of fees paid to the Partner for the affected transactions, as well as any additional costs or expenses incurred by Yakura as a result of the breach, fraudulent conduct, or other applicable triggers. This includes, but is not limited to, costs associated with handling chargebacks, refunds, and legal actions.

If a Clawback is initiated, the Partner agrees to repay the full amount of the clawed-back funds to Yakura within [X] days of receiving written notice. Payment can be made via the same payment method used for the original payment, or any other method specified by Yakura. If the Partner fails to repay the amount within the specified period, Yakura may take steps to recover the funds, including deducting the amount from future payments, or taking legal action as necessary.

The Clawback rights of Yakura shall not extend beyond the maximum amount of payments made to the Partner under the applicable Promotion Agreement during the relevant period. However, if Yakura determines, in its reasonable discretion, that the Partner has caused significant harm to Yakura or its customers, Yakura reserves the right to pursue additional legal remedies, including claims for damages.

By entering into this Agreement, the Partner acknowledges and agrees to the possibility of Clawback and consents to the conditions set forth in this section.

To secure the timely payment and performance of all obligations, including but not limited to, any outstanding fees, charges, damages, or any other liabilities (collectively, "Secured Obligations") under this Agreement, the Partner hereby grants Yakura a continuing, first-priority, security interest in the following assets, whether now owned or hereafter acquired, and whether now existing or arising in the future (the "Collateral"):

• Intellectual Property Rights: All intellectual property rights relating to the Partner's Products, including but not limited to copyrights, patents, trademarks, service marks, design rights, trade secrets, proprietary information, and any other rights pertaining to the Product(s) provided to Yakura for sale on the Marketplace.
• Products and Product Listings: All Products and Product Listings, including all promotional materials, descriptions, logos, or any other related content provided by the Partner to Yakura in connection with the Marketplace.
• Income and Revenues: Any income, royalties, damages, or payments due or payable to the Partner relating to the sale, licensing, or use of the Product(s), including but not limited to proceeds from the sale of Products on the Marketplace, commissions, and royalties.
• Receivables and Accounts: All current and future receivables and accounts receivable arising from the sale or license of the Products or any related services provided by the Partner, including any amounts due from Yakura or third-party customers of the Partner.
• Business Assets: Any other assets of the Partner related to or used in the business of providing the Products for sale, such as inventory, accounts, contracts, customer lists, and any other business-related tangible or intangible property.

The Partner agrees that the security interest granted under this section shall be a continuing and perfected security interest and shall secure all present and future obligations of the Partner under this Agreement and any related agreements. The security interest will remain in full force and effect until the Secured Obligations are fully paid and satisfied.

The Partner agrees to take all necessary actions, including the execution and delivery of additional documents and filings, to perfect and maintain Yakura's security interest in the Collateral, including the filing of Uniform Commercial Code (UCC) financing statements and any other necessary legal filings. The Partner also agrees to provide Yakura with any information, documents, or certificates that Yakura may reasonably request to perfect, maintain, or enforce its security interest in the Collateral.

If the Partner has not already taken the necessary steps to perfect Yakura's security interest, the Partner agrees to take such steps as Yakura reasonably requests. If any Collateral is registered with governmental authorities or subject to specific licensing or similar agreements, the Partner agrees to take all actions necessary to ensure that Yakura's interest is properly recorded or noted in the appropriate registers.

The Partner may continue to use the Collateral in the ordinary course of its business, including selling, licensing, or disposing of the Collateral, as long as the Partner is not in default of its obligations under this Agreement. However, the Partner agrees that it will not sell, assign, transfer, or dispose of any Collateral outside the ordinary course of business without Yakura's prior written consent.

If the Partner undergoes a liquidation, bankruptcy, or any other event that affects the ownership or control of the Partner's business or its assets, Yakura's security interest in the Collateral shall remain valid and enforceable, and Yakura shall be entitled to take any actions necessary to enforce its security interest in the Collateral, including seizing or selling the Collateral to satisfy any outstanding Secured Obligations.

If the Partner defaults on any of the Secured Obligations, including but not limited to failing to pay fees or other amounts due, or failing to perform any other obligation under this Agreement, Yakura shall have the right to declare the full amount of the Secured Obligations immediately due and payable. In the event of default, Yakura shall have the right to exercise all rights and remedies available under applicable law, including the right to seize, liquidate, or otherwise dispose of the Collateral to satisfy the Secured Obligations.

In addition to all other rights and remedies available to Yakura, the Partner agrees to pay all costs and expenses associated with the enforcement of Yakura's security interest, including legal fees, costs of seizure, storage, and sale of the Collateral, and any other related costs. In the event of default, Yakura may, at its sole discretion:

• Seize Collateral: Yakura may take possession of the Collateral by entering the Partner's premises or through other lawful means, including seeking a court order if necessary, and may sell or otherwise dispose of the Collateral to satisfy the Secured Obligations.
• Liquidate Collateral: Yakura may sell, lease, license, or otherwise dispose of the Collateral in accordance with applicable laws. The proceeds from such liquidation shall be applied to satisfy the Secured Obligations, and any excess proceeds shall be returned to the Partner.
• Offset Amounts: Yakura may apply any payments made by the Partner under this Agreement or any other agreement to satisfy the Secured Obligations, including using any amounts received by Yakura from customers or clients of the Partner.

The Partner's obligation to pay the Secured Obligations and to maintain Yakura's security interest shall continue after the termination of this Agreement, unless all obligations have been fully satisfied. The Partner agrees to take all actions necessary to ensure that Yakura's security interest remains in full force and effect and is properly perfected.

Failure by Yakura to exercise any rights or remedies under this Section 5 shall not be deemed to be a waiver of such rights or remedies. Any waiver of any default or breach by the Partner under this Agreement must be made in writing and signed by an authorized representative of Yakura.

The Partner acknowledges that this security interest is granted as security for all of the Partner's obligations under this Agreement and that Yakura has the right to take all necessary actions to enforce this security interest in the event of default. The Partner further acknowledges that this security interest is granted in addition to, and does not affect, any other rights or remedies that Yakura may have under this Agreement or applicable law.

The Parties agree that if either Party breaches specific provisions of this Agreement, the resulting harm and damages to the non-breaching Party may be difficult or impossible to quantify accurately at the time of the breach. As such, the Parties have mutually agreed that the liquidated damages set forth in this Section 6 are a reasonable estimate of the harm caused by such a breach, and not a penalty.

In the event that the Partner breaches any of the "Severe Breach Sections" as outlined below, the Partner shall pay Yakura liquidated damages, which shall be calculated as specified in this Agreement. "Severe Breach Sections" include, but are not limited to, breaches related to the Partner's failure to provide accurate and truthful information, failure to maintain the Product(s) in accordance with the terms of the Agreement, and violation of any intellectual property rights or security obligations as specified in this Agreement. The "Severe Breach Sections" shall include the following sections:

• (Payment and Promotion)
• (Partner Obligations)
• (Confidential Information)
• (Data Privacy and Security)
• (Termination)
• (Limitation of Liability)
• (Representations and Warranties of Partner)

The damages arising from a breach of any of these Severe Breach Sections are inherently difficult to measure and estimate, and the liquidated damages set forth below represent an agreed-upon sum to cover potential damages, including reputational harm, loss of business, legal costs, and operational disruption. The amount of liquidated damages shall be calculated as follows:

Standard Liquidated Damages: In the event of a breach of the Severe Breach Sections, the Partner shall pay Yakura an amount equal to one and five-tenths (1.5) times the total amount of fees paid or payable to the Partner under this Agreement, minus 20% for each complete calendar year between the Effective Date of the Agreement and the date of breach.

Example: If the Partner received $100,000 in fees over the term of the Agreement and breached a Severe Breach Section after three years, the liquidated damages would be calculated as:

• $100,000 x 1.5 = $150,000
• $150,000 - (20% x $100,000 x 3) = $150,000 - $60,000 = $90,000

Similarity Liquidated Damages: If the Partner offers a "Substantially Similar Product" (as defined herein) within 24 months after Yakura's last sale of the Partner's Product(s) on the Marketplace, the Partner shall pay an additional amount in liquidated damages equal to the total amount of fees paid or payable to the Partner in connection with the sale of the Product(s) that were breached or removed.

Example: If the Partner earned $100,000 from the sale of its Product(s) and then sells a similar product within 24 months, the additional liquidated damages for the breach will be the same $100,000.

The Parties agree that the payment of liquidated damages shall not be the sole remedy available to Yakura in the event of a breach by the Partner. Yakura reserves the right to seek other remedies, including but not limited to injunctive relief, specific performance, or other damages that are not covered by this liquidated damages provision.

The Parties acknowledge that the liquidated damages set forth in this Agreement are a reasonable approximation of the actual damages that would be suffered by Yakura in the event of a breach. The Parties agree that these damages are not penalties but a fair and reasonable estimate of the harm caused by the breach, and that they have been negotiated by both Parties as a part of the overall Agreement.

The liquidated damages set forth in this Section 6 are not intended to limit Yakura's ability to seek further legal remedies, including claims for consequential, indirect, punitive, or other damages arising out of a breach of this Agreement. This section does not preclude the pursuit of other legal actions that are available to Yakura, including the recovery of damages related to breach of intellectual property rights, loss of goodwill, and loss of customers.

The Partner agrees that Yakura may take all necessary actions, including but not limited to legal action, to enforce the liquidated damages provisions of this Agreement. In the event of a breach, the Partner shall be responsible for all costs associated with the enforcement of the liquidated damages, including legal fees and other related expenses.

The obligations of the Partner to pay liquidated damages in accordance with this Section 6 shall survive the termination or expiration of this Agreement for any reason, and the Partner's liability for such liquidated damages shall continue until paid in full.

Partner retains all rights, title, and interest in and to its Product(s), including all intellectual property rights (collectively, "Partner IP"). This includes any software, content, trademarks, trade names, logos, patents, and other proprietary rights created, developed, or owned by Partner. Nothing in this Agreement shall transfer ownership of the Partner's intellectual property to Yakura or any other party.

Yakura retains all rights, title, and interest in and to its proprietary platform, systems, software, tools, and any other intellectual property developed by Yakura, including any modifications, improvements, or adaptations thereof (collectively, "Yakura IP"). Nothing in this Agreement shall transfer ownership of Yakura's intellectual property to Partner or any third party.

By submitting a Product for listing on Yakura's marketplace, Partner grants to Yakura a limited, non-exclusive, non-transferable, revocable, royalty-free license to use, display, modify, reproduce, distribute, publicly perform, and otherwise exploit Partner's intellectual property in connection with the marketing, promotion, and sale of Partner's Product(s) on the Marketplace. This license is solely for the purpose of fulfilling Yakura's obligations under this Agreement and shall be limited to the term of this Agreement.

Partner acknowledges and agrees that Yakura may provide access to its intellectual property, including but not limited to the use of its trademarks, branding, or logos for marketing purposes, as part of the marketing efforts related to Partner's Product(s). Partner is granted a non-exclusive, non-transferable, revocable license to use Yakura's intellectual property solely in connection with the promotion and sale of Partner's Product(s) through the Marketplace and in accordance with the terms set forth in this Agreement.

Neither Party may transfer, sublicense, sell, or otherwise dispose of the intellectual property of the other Party, except as explicitly permitted under this Agreement.

Partner agrees not to reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any software or proprietary technology provided by Yakura. Similarly, Yakura agrees not to reverse engineer, disassemble, or decompile any of the Partner's Product(s), unless explicitly authorized in writing.

Each Party agrees to take reasonable steps to protect the intellectual property of the other Party and to use the intellectual property solely as permitted by this Agreement. Any unauthorized use or disclosure of the intellectual property of the other Party will be considered a material breach of this Agreement.

If either Party becomes aware of any infringement or suspected infringement of the intellectual property rights of the other Party, the Party discovering the infringement shall promptly notify the other Party in writing. The Parties agree to cooperate in good faith to investigate, protect, and, if necessary, enforce their respective intellectual property rights.

In the event of infringement or misappropriation of intellectual property rights, the Party whose rights have been infringed shall have the sole discretion to decide whether to initiate legal proceedings to protect those rights. The non-infringing Party agrees to cooperate and assist in such proceedings, including providing evidence or testimony if necessary, at the requesting Party's expense.

Yakura does not warrant that any Product(s) offered by the Partner will not infringe or misappropriate the intellectual property rights of any third party. The Partner is solely responsible for ensuring that their Product(s) and associated intellectual property do not violate any third-party rights. Partner agrees to indemnify and hold Yakura harmless from any claims, losses, damages, or expenses arising from the infringement or alleged infringement of third-party intellectual property rights.

Upon the termination of this Agreement for any reason, the licenses granted herein to Yakura with respect to Partner's intellectual property will automatically terminate, and Partner will cease all use of Yakura's intellectual property. Similarly, Partner will cease all use of any intellectual property belonging to Yakura upon the termination of this Agreement.

Notwithstanding the termination of this Agreement, any rights, obligations, or liabilities that have accrued prior to such termination, including but not limited to the obligations to indemnify for intellectual property infringements or claims, shall survive the termination or expiration of this Agreement.

Partner acknowledges and agrees that Yakura collects personal data, including but not limited to, names, email addresses, billing information, and other personally identifiable information ("Personal Data"). This data is collected and processed for the purpose of providing, maintaining, and improving the Platform and services, and fulfilling the obligations under this Agreement. Additionally, Partner agrees that in the course of offering Products on the Platform, it may collect, access, and process Personal Data of AppSumo Customers or users. Partner shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other relevant legislation. Partner is solely responsible for implementing industry-standard safeguards to protect the security, confidentiality, and integrity of the Personal Data it processes.

Partner agrees to implement appropriate technical, administrative, and physical safeguards to protect Personal Data from unauthorized access, disclosure, alteration, or destruction. This includes the use of encryption, secure storage methods, and access control protocols. In the event of a data breach or suspected breach involving Personal Data, Partner will immediately notify Yakura within 24 hours of discovering the breach and will work with Yakura to investigate and mitigate any potential harm. If required by applicable laws, Partner will notify affected individuals and relevant authorities.

Partner also agrees to ensure that any third-party service providers used in connection with processing Personal Data are bound by contractual obligations to comply with these same data privacy and security standards. Partner shall limit access to Personal Data to only those personnel who require it for legitimate business purposes, and those individuals will be bound by confidentiality agreements. Personal Data will be retained only as long as necessary for the purpose it was collected and as required by law. When the data is no longer necessary, it will be securely deleted or anonymized.

If Partner collects, accesses, or processes Personal Data from AppSumo Customers, it must ensure compliance with applicable data protection laws, including responding to data subject requests such as access, correction, deletion, or restriction of processing of Personal Data. Partner must also ensure that their privacy practices do not conflict with Yakura's Privacy Policy, and if any conflicts arise, Partner will immediately update their practices to resolve them.

Partner agrees to maintain a current privacy policy that complies with applicable laws and governs the collection, use, and processing of Personal Data. This privacy policy must be accessible to AppSumo Customers. Partner's privacy policy should not conflict with Yakura's Privacy Policy and must include clear information on how Personal Data is collected, processed, and protected. If Partner's privacy practices change, they must inform Yakura promptly.

Partner also agrees to indemnify, defend, and hold Yakura harmless from any and all claims, damages, liabilities, costs, and expenses arising from a breach of data protection laws, including but not limited to, unauthorized access to or disclosure of Personal Data. In the event of a data breach or unauthorized access, Partner will promptly take the necessary actions to mitigate the impact, including notifying affected users, investigating the cause, and ensuring that such breaches do not recur.

Finally, Partner acknowledges that Yakura reserves the right to audit Partner's data privacy and security practices to ensure compliance with the terms of this Agreement. Partner agrees to cooperate with Yakura in any such audits and to take corrective actions as required to meet Yakura's standards and comply with applicable laws. These data privacy and security obligations will survive the termination or expiration of this Agreement.

This Agreement shall be effective as of the date it is executed by both Parties (the "Effective Date") and shall continue in full force and effect unless terminated earlier in accordance with the terms and conditions set forth herein. The Agreement shall remain in effect for an initial term as specified in the Promotion Agreement or, if no such term is specified, until either Party provides written notice of termination in accordance with this Section.

Either Party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days written notice to the other Party. In the event of termination by either Party, the obligations that arose prior to the termination, including payment obligations, confidentiality, and intellectual property rights, shall survive and remain in full force and effect.

Yakura may immediately terminate this Agreement, or suspend Partner's ability to offer Products on the Platform, if Partner is in material breach of any of the terms of this Agreement, including but not limited to failure to comply with payment terms, failure to provide products or services as promised, or violation of any legal or regulatory requirements. In such cases, Yakura will provide Partner with written notice of the breach, and Partner will have thirty (30) days to cure the breach. If the breach is not cured within the specified period, Yakura reserves the right to terminate this Agreement immediately.

Yakura also reserves the right to terminate this Agreement immediately if Partner becomes insolvent, enters bankruptcy, or otherwise undergoes a financial or corporate restructuring that Yakura reasonably determines may impair Partner's ability to fulfill its obligations under this Agreement. In such cases, Partner shall immediately notify Yakura of any such changes and will cooperate in providing any necessary information related to the matter.

Upon termination or expiration of this Agreement, Partner shall immediately cease all use of the Yakura Platform and cease offering any Products for sale on the Platform. Additionally, Partner agrees to remove all marketing materials, product listings, and other content related to their products from the Platform, and to return or destroy any confidential information received from Yakura.

Termination of this Agreement shall not affect any rights or liabilities that have accrued prior to the termination, including but not limited to payment obligations, indemnification obligations, and any intellectual property rights or licenses granted to Yakura. Any provisions of this Agreement that, by their nature, should survive termination, including but not limited to confidentiality, intellectual property, and indemnification provisions, shall remain in effect after the termination of this Agreement.

If termination occurs, Yakura reserves the right to withhold or recover any outstanding fees, commissions, or amounts due to the Partner. Yakura will not be liable for any loss, damages, or costs resulting from the termination of this Agreement, except for those obligations that are explicitly stated in this Agreement to survive termination.

Partner agrees to provide ongoing maintenance and support for the Products listed on the Platform throughout the term of this Agreement. This includes, but is not limited to, addressing any issues or bugs reported by users, ensuring compatibility with the latest versions of software or hardware that may affect the functionality of the Product, and providing regular updates, improvements, or enhancements to the Product as necessary to ensure its continued performance and competitiveness.

Partner shall be responsible for responding to customer support requests and inquiries related to the Products in a timely and professional manner. Support should be provided via email, phone, or through a dedicated support platform, and Partner agrees to resolve any issues raised by customers within a reasonable timeframe. If the Product experiences downtime or becomes unavailable, Partner must promptly notify Yakura and take all reasonable actions to restore the Product's functionality as quickly as possible. If the Partner fails to maintain the Product in accordance with the standards set forth in this Agreement, Yakura reserves the right to suspend the Product's listing on the Platform until the necessary maintenance is performed.

Partner further agrees to provide Yakura with updates on the Product's performance, customer feedback, and any known issues that may impact the user experience. This communication shall occur on a regular basis, and Partner will inform Yakura of any planned or unplanned maintenance that may affect the availability or functionality of the Product. Additionally, Partner shall provide Yakura with updated documentation, release notes, or other relevant materials regarding new features, updates, or improvements to the Product as they become available.

Failure to maintain the Product, provide adequate support, or update the Product in accordance with this Agreement may result in a review by Yakura and could lead to the suspension or termination of the Product's availability on the Platform.

Each Party acknowledges that, in the course of their relationship under this Agreement, they may receive or have access to certain confidential and proprietary information, including but not limited to business plans, strategies, customer data, marketing materials, financial information, technical data, Product details, and any other information designated as confidential by the disclosing Party (collectively, "Confidential Information"). Both Parties agree to treat such information with the highest level of confidentiality and to use such information solely for the purposes of fulfilling obligations under this Agreement.

Each Party agrees not to disclose, share, or otherwise make available any Confidential Information to any third party without the express written consent of the disclosing Party, except to their employees, agents, contractors, or affiliates who require access to such information in order to perform the obligations under this Agreement. Each Party shall take all necessary precautions to safeguard the Confidential Information, including implementing reasonable security measures to prevent unauthorized access, use, or disclosure.

The obligations of confidentiality shall not apply to information that: (i) is already known to the receiving Party at the time of disclosure, without an obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving Party; (iii) is disclosed to the receiving Party by a third party who has the legal right to do so; or (iv) is independently developed by the receiving Party without reference to the Confidential Information.

In the event that a Party is required by law, regulation, or legal process to disclose any Confidential Information, the receiving Party shall notify the disclosing Party promptly in writing, if permitted, to allow the disclosing Party an opportunity to seek a protective order or other legal remedy. If such a protective order is not obtained, the receiving Party may disclose only the minimum amount of Confidential Information required by law, and shall continue to protect the remainder of the information.

The obligations set forth in this section shall remain in effect for a period of three (3) years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall remain confidential indefinitely. Upon termination or expiration of this Agreement, each Party agrees to return or destroy any Confidential Information in their possession, unless retention is required by law or for the purpose of maintaining necessary records.

Any breach of this confidentiality provision may cause irreparable harm to the disclosing Party, and in such cases, the disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other legal remedies available.

Partner agrees to indemnify, defend, and hold harmless Yakura, its affiliates, officers, directors, employees, agents, and partners (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, fines, penalties, or other expenses arising out of or in connection with:

• Any breach by Partner of any representation, warranty, covenant, or other provision of this Agreement, including but not limited to the failure to comply with applicable laws and regulations, including data protection and privacy laws.
• Any claim, demand, action, or proceeding brought by a third party arising out of the use or misuse of the Product(s) or the Promotion of the Product(s) by Partner, including but not limited to claims of intellectual property infringement, misrepresentation, or product liability.
• Any claim arising from the violation of the intellectual property rights, privacy rights, or any other proprietary rights of any third party, including but not limited to copyright, patent, trademark, trade secret, or other intellectual property claims.
• Any claim arising from the use of any promotional materials, content, or advertising materials provided by Partner in connection with the Product(s), including any errors, omissions, or inaccuracies in the content, descriptions, or representations made in those materials.
• Any claim, action, or proceeding resulting from Partner's negligence, misconduct, or willful failure to perform its obligations under this Agreement, including failure to provide the necessary support and maintenance for the Product(s) as required.

Partner's obligation to indemnify and hold harmless the Indemnified Parties shall apply regardless of whether the claims arise due to the actions or inactions of the Indemnified Parties or a combination of Partner's actions and inactions.

In the event of any indemnified claim or suit, Partner agrees to assume full control of the defense of such claim or suit, provided that the Indemnified Parties may participate in the defense with counsel of their choice at their own expense. Partner may not settle or resolve any such claim or suit in a way that adversely affects the rights of the Indemnified Parties without the prior written consent of Yakura, which consent shall not be unreasonably withheld.

This indemnification provision shall survive the termination or expiration of this Agreement and continue to apply to any claims that arose during the term of the Agreement.

Partner represents and warrants to Yakura that:

• Authority and Capacity: Partner has the full right, power, and authority to enter into and perform this Agreement, and that the person signing this Agreement on behalf of Partner has been duly authorized to do so. The execution, delivery, and performance of this Agreement will not violate any other agreement, contract, law, or regulation to which Partner is bound.
• Intellectual Property: Partner represents and warrants that it has the legal right to offer, sell, license, and distribute the Product(s) through the Platform and that no third party holds any rights that could infringe upon the sale or distribution of the Product(s). The Product(s), including any software, content, and associated materials, do not infringe upon or misappropriate any third-party intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, or any other proprietary rights.
• Compliance with Laws: Partner represents and warrants that it is in full compliance with all applicable laws, regulations, and industry standards, including but not limited to those related to intellectual property, data privacy, export control, consumer protection, product liability, and environmental laws. Partner further agrees that it will comply with any new laws or regulations that apply to the Product(s) or its business operations.
• Product Accuracy and Quality: Partner represents and warrants that the Product(s) offered on the Platform meet the specifications described in any associated promotional materials, product listings, or marketing materials. The Product(s) will perform as described, free from defects, and will not contain any viruses, malware, or other harmful code that could compromise the security, functionality, or performance of the Platform or the Product(s) for end users.
• No Conflicts or Restrictions: Partner represents and warrants that the offering of the Product(s) does not conflict with or violate any existing agreement, contract, or obligation that Partner has with any third party. Partner further represents that it has not granted any licenses or rights that would conflict with or limit the ability to perform under this Agreement.
• Title and Ownership: Partner represents and warrants that it owns or has the right to use all components of the Product(s) and any intellectual property rights related thereto. Partner has not and will not transfer, assign, or otherwise encumber such rights in a manner that could impair the performance or value of the Product(s).
• Legal Proceedings: Partner represents and warrants that no legal actions, lawsuits, or claims are currently pending or, to the best of its knowledge, threatened against it that would materially impact its ability to perform its obligations under this Agreement or that would affect the Product(s) being offered on the Platform.
• Data Privacy and Security: Partner represents and warrants that it will comply with all applicable data privacy and security laws and regulations in connection with the collection, processing, storage, and sharing of any customer data. Partner further warrants that it has implemented reasonable and appropriate security measures to protect the confidentiality, integrity, and availability of such data.
• Non-Infringement of Customer Rights: Partner represents and warrants that it has obtained all necessary consents and permissions from third parties, including end users, customers, or licensors, to use any third-party content, software, or intellectual property included in the Product(s). Partner shall not use or provide access to any third-party material that would infringe upon the rights of others or violate any third-party agreements.
• No Fraud or Misrepresentation: Partner represents and warrants that no representations, statements, or information provided by Partner in connection with this Agreement, including but not limited to product listings, marketing materials, or promotional content, are false, misleading, or deceptive. Partner agrees that it will not engage in any conduct that may harm the reputation or goodwill of Yakura.

Each of these representations and warranties is made as of the Effective Date and will be deemed to have been reaffirmed throughout the term of this Agreement. Partner acknowledges that Yakura is relying on these representations and warranties in entering into and continuing this Agreement. If any of these representations or warranties are found to be untrue, Partner shall promptly notify Yakura and take all necessary actions to remedy any breach.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YAKURA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL NOT BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL YAKURA'S TOTAL LIABILITY TO PARTNER, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YAKURA TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

PARTNER ACKNOWLEDGES AND AGREES THAT YAKURA'S ROLE IN PROVIDING THE PLATFORM AND FACILITATING THE SALE OF THE PRODUCT(S) IS LIMITED TO THE ACTIONS EXPRESSLY STATED IN THIS AGREEMENT. AS SUCH, YAKURA WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING OUT OF OR RELATED TO THE PRODUCT(S) THEMSELVES, INCLUDING BUT NOT LIMITED TO ISSUES OF PRODUCT DEFECTS, SECURITY VULNERABILITIES, DATA BREACHES, CUSTOMER COMPLAINTS, OR DISPUTES WITH END-USERS OR THIRD PARTIES.

IN THE EVENT THAT YAKURA IS FOUND TO BE LIABLE FOR ANY DAMAGES, SUCH LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY, AND PARTNER'S SOLE REMEDY SHALL BE FOR THE RECOVERY OF ACTUAL DAMAGES SUFFERED BY PARTNER, EXCLUDING ANY CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

NOTHING IN THIS SECTION SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

PARTNER AGREES THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT THESE LIMITATIONS, YAKURA WOULD NOT HAVE BEEN ABLE TO PROVIDE ITS SERVICES UNDER THE TERMS OF THIS AGREEMENT.

Partner agrees to actively promote their Product(s) on the Platform and collaborate with Yakura in the marketing and promotional efforts related to the Product(s). Partner shall provide Yakura with all necessary Promotional Materials, including but not limited to product descriptions, images, videos, logos, and other marketing content, in formats and of quality satisfactory to Yakura, to facilitate the proper listing and promotion of the Product(s) on the Platform.

Partner grants Yakura a worldwide, irrevocable, royalty-free license to use, display, reproduce, distribute, and otherwise exploit the Promotional Materials in connection with the marketing, advertising, and promotion of the Product(s) on the Platform and other relevant platforms, both online and offline. This license shall be valid for the term of this Agreement, and for a reasonable period thereafter, for the purpose of continuing to market the Product(s).

In addition, Partner agrees to cooperate with Yakura's marketing and promotional efforts, which may include email campaigns, social media promotions, or other forms of digital or traditional advertising. Partner will make reasonable efforts to engage in promotional activities as requested by Yakura, including responding to customer feedback, providing product updates, and participating in promotional events or webinars.

Partner acknowledges that Yakura has the right, but not the obligation, to feature and promote the Product(s) through various marketing channels, including email newsletters, social media, and the Yakura website, among others. The frequency, manner, and form of such marketing will be at Yakura's sole discretion, with no obligation to guarantee specific marketing placements or actions.

If any paid advertising or promotional campaigns are agreed upon by both Parties, the terms and compensation related to those campaigns will be outlined in a separate agreement, and such campaigns shall be subject to the terms and conditions of that agreement.

Partner agrees to adhere to all applicable laws, including advertising regulations, and to ensure that any claims made about the Product(s) are truthful and substantiated. Partner shall not make any misleading or false claims in its marketing materials or communications regarding the Product(s).

Finally, Partner acknowledges that Yakura may modify or discontinue any marketing efforts, at its sole discretion, and that no obligation to continue or maintain any specific marketing activity exists beyond what is expressly agreed upon in this Agreement.

The relationship between Yakura and Partner is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party is responsible for its own employees, agents, and contractors and shall have no authority to act on behalf of, bind, or otherwise obligate the other Party, except as expressly provided for in this Agreement.

Neither Party shall have the right to control or direct the manner or method by which the other Party performs its obligations under this Agreement. Each Party shall be solely responsible for paying its own taxes, including income taxes, social security, and other statutory obligations arising out of its business activities.

Partner acknowledges and agrees that they are not an employee of Yakura and shall not be entitled to any benefits, compensation, or rights provided to Yakura's employees, including but not limited to health insurance, retirement benefits, or any other fringe benefits.

Partner further agrees that they will not represent themselves as an employee or agent of Yakura, nor will they have the authority to bind Yakura to any obligations or make representations on behalf of Yakura except as explicitly authorized under this Agreement.

As independent contractors, both Parties understand and agree that their relationship is solely for the purposes of this Agreement and does not create any other legal obligations beyond the scope of this Agreement. Each Party shall maintain control over its respective business activities and personnel, and neither Party shall have the power to control the details or methods by which the other Party carries out its obligations under this Agreement.

If applicable, Partner shall be solely responsible for complying with any laws, regulations, or other legal requirements applicable to their business operations, including any licensing or tax requirements, and shall indemnify and hold Yakura harmless from any claims, losses, or liabilities arising out of Partner's failure to comply with such laws or regulations.

Neither Party shall be held liable for any failure or delay in the performance of any of its obligations under this Agreement (except for the obligation to pay any amounts due) due to any cause or event beyond its reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, war, terrorism, civil unrest, strikes, labor disputes, governmental actions, pandemics, public health emergencies, or any other event or circumstance that prevents or significantly hinders the performance of such obligations (each, a "Force Majeure Event").

The Party affected by a Force Majeure Event shall promptly notify the other Party of the nature of the event, the expected duration of the delay, and the steps being taken to mitigate the impact. The affected Party shall make reasonable efforts to resume performance as soon as reasonably possible and to minimize the effects of the Force Majeure Event.

If the Force Majeure Event continues for a period of thirty (30) days or more, either Party may terminate this Agreement by providing written notice to the other Party. In such case, neither Party shall be liable for any damages resulting from such termination, but all accrued obligations up to the date of termination shall remain in effect.

For clarity, a Force Majeure Event shall not excuse the obligation of either Party to make payments due under this Agreement.

Any dispute, claim, or controversy arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination, shall be resolved by binding arbitration, in accordance with the rules of the Arbitration Act (Ontario), or any successor legislation, and shall take place in Toronto, Ontario. The arbitration shall be conducted by a single arbitrator appointed by the parties. If the parties cannot agree on an arbitrator within ten (10) days, the arbitrator shall be appointed by the court. The language of arbitration shall be English.

The arbitrator shall have the authority to award damages, but shall not have the authority to award any punitive or consequential damages, except where applicable law provides for such awards. The decision of the arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Each party shall bear its own costs and expenses of arbitration, including legal fees, except for the costs of the arbitrator, which shall be shared equally by the parties unless the arbitrator rules otherwise.

THE PARTIES AGREE THAT ANY DISPUTES SHALL BE RESOLVED INDIVIDUALLY, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION IN RELATION TO THIS AGREEMENT.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding under or in connection with this Agreement shall be subject to the jurisdiction of the courts located in Toronto, Ontario, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.

This Agreement may only be amended, modified, or supplemented by a written agreement signed by both parties. Any such amendment, modification, or supplement shall be effective only if executed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party granting such waiver.

The Company reserves the right to modify, amend, or change these Partner Terms at any time. If the Company makes any material changes to the terms of this Agreement, the Company will provide the Partner with notice of such changes via email or by posting a notice on the Platform. Any changes or amendments will be effective upon posting or upon notice being provided, and your continued use of the Platform after such changes or amendments constitutes your acceptance of the revised terms.

If the Partner does not agree to any such changes, the Partner may terminate this Agreement in accordance with the termination provisions outlined herein. The Partner's continued participation in the Marketplace after any such changes are implemented shall be deemed to constitute acceptance of the amended terms.