Marketplace Service Contract

MARKETPLACE SERVICE CONTRACT

This Marketplace Service Contract (the Contract) is entered into as of Effective Date: by and between Marketplace Name: an entity of type Corporation LLC Other with principal place of business at (Marketplace), and Service Provider Name: an entity of type Corporation LLC Other with principal place of business at (Service Provider). Marketplace and Service Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Marketplace operates an online platform and related services that enable third-party sellers and service providers to offer goods and services to end-users (the Platform); and

WHEREAS, Service Provider offers Services consisting of platform-integrated services, fulfillment, and customer support as further described in Section 2 and Exhibit A; and

WHEREAS, the Parties desire to set forth the terms under which Service Provider will provide Services on and through the Platform and under which Marketplace will make the Platform available to enable transactions.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

1.1 "Platform" means Marketplace's online and mobile marketplaces, applications, APIs, and related interfaces through which Users may access Services.

1.2 "Services" means the services described in Section 2 and in the Services Description field below, including any integrations, support, maintenance, and deliverables provided by Service Provider to Marketplace or Users.

1.3 "Users" means end customers, sellers, or other third parties who access the Platform to purchase or use Services. Other defined terms are set forth in this Contract as used.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide the Services to Marketplace and Users in accordance with the standards and specifications set forth in the Services Description, and shall perform with commercially reasonable skill and care.

2.2 Service Levels. Service Provider shall meet the service levels described here and in any service level attachments. Failure to meet material service levels grants Marketplace the right to require remedial action and, upon repeated failures, to terminate for cause pursuant to Section 6.

3. MARKETPLACE OBLIGATIONS

Marketplace shall (a) provide access to the Platform and necessary API credentials; (b) display Service Provider's listings, pricing, and contact information in accordance with Marketplace's policies; and (c) remit payments to Service Provider in accordance with Section 4. Marketplace may suspend or remove Services that materially violate Platform policies, subject to notice and cure rights where practicable.

4. FEES, PAYMENT AND SETTLEMENT

4.1 Fees. Marketplace shall collect User payments and pay Service Provider amounts due less Marketplace Fees. Marketplace Fees shall be: Commission Percentage: % applied to Gross Transaction Value unless otherwise agreed in writing.

4.2 Payment Terms. Payments to Service Provider will be made Net days after reconciliation. Marketplace may withhold amounts reasonably disputed in good faith pending resolution.

5. TAXES

Each Party is responsible for its own taxes arising from performance under this Contract. Marketplace may collect and remit taxes as required by applicable law and will provide reasonable documentation to Service Provider.

6. TERM AND TERMINATION

6.1 Term. The initial term shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Section.

6.2 Termination for Convenience. Either Party may terminate for convenience upon days' prior written notice.

6.3 Termination for Cause. Either Party may terminate immediately for material breach not cured within thirty (30) days of written notice or where required by law.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Each Party retains all right, title and interest in its pre-existing intellectual property. Marketplace grants Service Provider a non-exclusive, limited license to use Marketplace trademarks and APIs solely to perform the Services. Service Provider grants Marketplace a perpetual, non-exclusive, royalty-free license to use Service Provider deliverables to operate the Platform.

7.2 Third-Party Materials. Service Provider shall secure rights for any third-party materials incorporated into deliverables and shall disclose such components to Marketplace.

8. CONFIDENTIALITY

8.1 Each Party shall hold Confidential Information of the other Party in strict confidence and use it only to perform obligations under this Contract. Confidential Information excludes information that is: (a) public through no breach; (b) known prior to disclosure; (c) rightfully received from a third party; or (d) independently developed.

8.2 Duration. The confidentiality obligations shall survive termination of this Contract for a period of years.

9. DATA PROTECTION

Service Provider shall process personal data only on Marketplace's documented instructions, implement appropriate technical and organizational measures to protect personal data, and assist Marketplace with any data subject requests and regulatory compliance. Service Provider will notify Marketplace of any data breach affecting Marketplace Data without undue delay.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to enter into this Contract and to perform its obligations, and that the execution and performance will not violate any other agreement or applicable law. Service Provider further represents that Services will be performed in a professional manner and will not infringe third-party intellectual property rights.

11. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Marketplace and its affiliates from and against any third-party claims arising out of Service Provider's breach of this Contract, negligence, willful misconduct, or infringement of third-party rights. Marketplace shall indemnify Service Provider for claims arising from Marketplace's gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY

Except for breaches of confidentiality, gross negligence, willful misconduct, or indemnification obligations for third-party claims, neither Party's aggregate liability to the other shall exceed the total amounts paid or payable by Marketplace to Service Provider under this Contract in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, or punitive damages.

13. INSURANCE

14. NOTICES

All notices, consents, or approvals required or permitted hereunder shall be in writing and delivered to the address specified below, or to such other address as a Party designates by notice in accordance with this Section.

15. AMENDMENTS, WAIVER, COUNTERPARTS

No amendment or waiver of any provision of this Contract shall be effective unless in writing and signed by the Parties. No failure or delay in exercising any right constitutes a waiver. This Contract may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

16. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

This Contract, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications.

18. SEVERABILITY

If any provision of this Contract is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed to carry out the Parties' intent.

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