Business Platform Document

Business Platform Agreement

This Business Platform Agreement (the Agreement) is entered into as of by and between with principal place of business at (Provider), and with principal place of business at (Client). Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Provider operates a digital platform and related services designed to enable the listing, distribution, processing, and management of goods, services, or data through an online interface and ancillary tools (the Platform); and

WHEREAS, Client desires to engage Provider to provide access to and use of the Platform and Provider desires to provide such access and related services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Provider shall make the Platform available to Client and shall perform the services described below. Provider shall use commercially reasonable efforts to provide the Platform in accordance with the service specifications set out herein and any attachments.

2. PAYMENT TERMS

As consideration for the Platform access and services, Client shall pay Provider the fees set forth below in accordance with this Section.

Any undisputed amount not paid when due shall accrue interest at the lower of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs.

Unless otherwise specified, amounts are stated in the currency set forth below and are exclusive of taxes. Client shall be responsible for all taxes, duties, and other governmental charges associated with the fees, except taxes based on Provider’s net income.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement without cause upon written notice to the other Party at least days prior to the effective date of termination.

Either Party may immediately terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that reasonable should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business processes, customer lists, pricing, trade secrets, technical data, and other proprietary information.

The Receiving Party shall: (a) use the Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information, which shall be no less than those it uses to protect its own confidential information.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party’s possession prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party’s Confidential Information. If compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party and cooperate in seeking a protective order or confidential treatment where appropriate.

5. INTELLECTUAL PROPERTY AND DATA

As between the Parties, Provider retains all right, title and interest in and to the Platform, underlying software, improvements, and Provider’s pre-existing intellectual property. Client retains all right, title and interest in and to Client Data provided to the Platform. Provider is granted a limited, non-exclusive license to process and store Client Data solely to provide the services under this Agreement.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice to the other Party.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral, relating to such subject matter. Any modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship.

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