CONDUIT MARKETPLACE VENDOR AGREEMENT

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This Conduit Marketplace Vendor Agreement (“Agreement”) is entered into by ConduitXYZ, Inc. (“Conduit”) and the vendor agreeing to these terms (“Vendor”) and governs Vendor’s interaction with and participation in the Marketplace as a vendor. The Agreement is effective as of the date on which Vendor clicks to accept it (the “Effective Date”). If you are accepting on behalf of Vendor, you represent and warrant that (a) you have full legal authority to bind Vendor to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Vendor, to this Agreement.

1. Marketplace Eligibility; Listing of Products.
   1. Marketplace Eligibility. The Marketplace is an online marketplace where vendors may list products for purchase, procurement, deployment, and use by customers of Conduit. To participate in the Marketplace, Vendor must open and maintain a Vendor Account and Payment Account and provide all information requested by Conduit to approve participation in the Marketplace.
   2. Submission and Review of Products and Other Vendor Materials. Vendor will submit Products Vendor wishes to list on the Marketplace and all related Listing Materials, Vendor Brand Features, and Product EULAs (collectively, inclusive of Products, “Vendor Materials”) as required by Conduit and will keep Vendor Materials current. Conduit may approve or reject Vendor Materials for the Marketplace in its discretion. Without limiting the foregoing, in order to make a Product available through the Marketplace, Vendor must:
      1. submit the Product for initial review and approval by Conduit in accordance with Conduit’s standard Marketplace listing process;
      2. comply at all times with the Listing Requirements applicable to the Product and ensure that each transaction for the Product on the Marketplace complies with those Listing Requirements; and
      3. promptly (but no later than 30 days following the change) notify Conduit and submit the Product for Conduit’s re-review if Vendor makes a change to the Product that: (i) results in the Product no longer complying with the Listing Requirements; or (ii) renders any of the supporting documentation provided by Vendor to verify compliance with the Listing Requirements inaccurate or untrue.
   3. Approval for Listing Products. If Conduit approves the Product for listing on the Marketplace, Conduit will notify Vendor in writing thereof.
   4. Pre-Approval for Existing Products. If the Product was listed on the Marketplace prior to the Effective Date, then, subject to Section 1.5 (Reapproval for Modified Products), Section 3.7 (Verification of Listing Requirements), and Section 13.1 (Modifications), (a) unless otherwise requested by Conduit, Vendor will not be required to submit the Product for approval in accordance with Section 1.2(a); and (b) the percentage used for Vendor Net Revenue for such Product will be deemed to be the percentage used in the definition of “Revenue Split” under Vendor’s prior version of this Agreement.

Reapproval for Modified Products. If Vendor changes the Product and submits the Product for Conduit re-review pursuant to Section 1.2(c), Conduit will re-review the Product and if approved, Conduit will notify Vendor in writing thereof.

2. Agent Status.
   1. Appointment of Payment Agent. Except as otherwise mutually agreed, Vendor (a) hereby appoints Conduit as Vendor’s authorized payment agent to act on Vendor’s behalf for the limited purpose of receiving, processing and settling payments due to Vendor for Customers’ purchases of the Products through the Marketplace (“Payment Agent”); (b) acknowledges that the Payment Agent will (i) receive on Vendor’s behalf amounts that Customers pay when they purchase, procure, deploy, or use the Products through the Marketplace, (ii) process purchases, returns, and chargebacks arising out of Customers’ purchases of the Products through the Marketplace, and (iii) pay Vendor the Vendor Net Revenue in accordance with Section 3 (Commercial Terms); and (c) acknowledges that payment received by the Payment Agent (including authorization of the payment by the issuer or account holding institution) will constitute payment to Vendor, and Customer’s payment obligation for the Product will be deemed completed and discharged at that time. Notwithstanding Conduit’s status as Payment Agent, Vendor acknowledges that the processing and settlement of Customer Charges may, at Conduit’s discretion, be performed by a Payment Processor. Accordingly, at Conduit’s request, Vendor must enroll with the Payment Processor pursuant to the Payment Processor’s then-current terms of use (or equivalent) (the “Payment Processor Agreement”), with respect to which Conduit is not a party, and Vendor’s use of the Payment Processor’s services is subject to the Processor Agreement.
   2. Late Fees. Any amounts due to Conduit on behalf of Vendor and not paid when due will accrue late charges at the lesser of a rate of 1.5% per month or the highest rate permitted by applicable law. Vendor will reimburse Conduit for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting from Vendor overdue amounts payable hereunder.
3. Commercial Terms.
   1. Product Pricing. Vendor will set prices for Products on the Marketplace through the mechanism Conduit makes available, provided that any price changes for Subscription Products will not become effective during any Customer’s then-current subscription term for the Subscription Product.
   2. Payment Terms.
      1. When Conduit Acts as Vendor’s Payment Agent. This Section 3.2(a) applies when Conduit acts as Vendor’s Payment Agent under Section 2: Conduit will, on or before the last business day of each calendar month during the Term, pay Vendor the Vendor Net Revenue for the previous calendar month. All payments of the Vendor Net Revenue will be made directly to the Payment Account. Payments will be transferred by the ACH Network (or by other means determined by Conduit). Conduit will not be obligated to make a payment if the Vendor Net Revenue due at the time is less than $100.00 USD or foreign currency equivalent. Such unpaid Vendor Net Revenue will carry over and be included in the Vendor Net Revenue for the following calendar month. In no event will Conduit be obligated to make payments for any balance less than $1.00 USD or foreign currency equivalent.
      2. When Conduit Does Not Act as Vendor’s Payment Agent. This Section 3.2(b) applies when Conduit is not acting as Vendor’s Payment Agent under Section 2: Vendor will, on or before the last business day of each calendar month during the Term, pay Conduit the Conduit Net Revenue for the previous calendar month. All payments of the Conduit Net Revenue will be made directly to a bank account designated by Conduit. Payments will be transferred by the ACH Network (or by other mutually agreed-upon means). Vendor will not be obligated to make a payment if the Conduit Net Revenue due at the time is less than $100.00 USD or foreign currency equivalent. Such unpaid Conduit Net Revenue will carry over and be included in the Conduit Net Revenue for the following calendar month. In no event will Vendor be obligated to make payments for any balance less than $1.00 USD or foreign currency equivalent.
   3. Reports. On a monthly basis during the Term, Conduit will provide Vendor with reports related to Customer purchases of Products in the form generally made available by Conduit.
   4. Refunds. Conduit may provide Customers a refund of Customer Charges solely (a) as directed by Vendor; (b) if the charges fall within clauses (b) through (e) of the definition of Net Revenue Exclusions; (c) as required by Conduit’s agreement with the Customer governing the Customer’s purchase of the applicable Product; or (d) pursuant to Sections 12.4 (Compliance Terminations) and/or 12.5(a).
   5. Offsets. Conduit may deduct from amounts owed to Vendor under this Agreement, or require Vendor to reimburse Conduit for, (a) amounts refunded in accordance with Section 3.4 (Refunds); and (b) amounts overpaid to Vendor in connection with this Agreement, including Vendor Net Revenue previously paid to Vendor based on Net Revenue Exclusions.
   6. Taxes.
      1. U.S. Customers. Taxes are not included in the Vendor Net Revenue paid to Vendor relating to purchases of Products by Customers located within the United States. 
      2. Non-U.S. Customers. Taxes are included in the Vendor Net Revenue paid to Vendor relating to purchases of Products by Customers located outside of the United States.
      3. Tax Withholding. If Conduit is legally required to withhold any Taxes, Conduit will pay Vendor net of the withheld taxes. Conduit will timely provide Vendor with withholding certificates, tax information returns, or other legally required documentation showing the amounts of any reportable payments and amounts withheld (if any).
      4. Transaction Taxes. if Vendor is legally obligated to collect transaction Taxes, such as VAT or GST, on sales of Products to Customers, Vendor will notify Conduit of this requirement.
      5. Tax Documentation. Vendor will timely provide customary tax documentation reasonably requested by Conduit.
   7. Verification of Listing Requirements
      1. Verification of Compliance with Listing Requirements. Upon Conduit’s request, Vendor will verify to Conduit or to Conduit’s third-party reviewer, through the provision of supporting documentation, that all Products listed on the Marketplace and transactions for Products through the Marketplace comply with the Listing Requirements. Vendor must notify the Marketplace Compliance Team via email at marketplace@conduit.xyz within seventy-two (72) hours if Vendor becomes aware of any transaction for the Product that is not in compliance with the Listing Requirements, including: (i) transaction date; and (ii) Marketplace offer ID or Marketplace entitlement ID.
      2. Grace Period for Non-Compliant Products and Transactions. If Conduit becomes aware that any Product listed on the Marketplace (or any transaction for a Product through the Marketplace) is not in compliance with any of the Listing Requirements, Conduit will notify Vendor of such noncompliance. Vendor will have a sixty (60) day grace period beginning from the date on which the notice of noncompliance was sent to Vendor (“Grace Period”) to bring the non-compliant Product or transaction into compliance with the Listing Requirements and obtain Conduit’s written confirmation that the non-compliance issue has been remediated for the Product or transaction (as applicable) (“Remediation Confirmation”).
      3. Remediation. If Vendor does not obtain the Remediation Confirmation within the Grace Period, then notwithstanding the Vendor Net Revenue applicable to the Product, Conduit may decrease the Vendor Net Revenue to 80% of the Net Revenue for such Product or non-compliant transaction, as applicable, on a go-forward basis until Vendor brings the non-compliant Product or transaction into compliance with the Listing Requirements and obtain the Remediation Confirmation. Once the Remediation Confirmation has been provided to Vendor, Conduit will restore the Vendor Net Revenue percentage to the percentage in place prior to the reduction in accordance with this Section 3.7(c) for such Product or affected transaction, as applicable, on a go-forward basis.
4. Reseller Program. Vendor acknowledges that Conduit Resellers may purchase the Products through the Marketplace and resell those Products to Resold Customers. If the Products are purchased by Conduit Resellers for resale to a Resold Customer, then for such transactions, (a) sections or provisions of this Agreement that apply to Customers related to the transaction for Products will apply to Conduit Resellers, and (b) sections or provisions of this Agreement that apply to Customers related to the access to or use of Products will apply to Resold Customers.
   
5. Intellectual Property; Licenses.
   1. License to Conduit. Vendor grants Conduit a limited, non-exclusive, sublicensable (solely to Conduit’s Affiliates) license to:
      1. use, configure, host, install, distribute, list for sale, sell, reproduce, display, and perform the Products; and
      2. use, distribute, reproduce, and publicly perform and display all Vendor Materials other than Products; in each case solely to (i) operate the Marketplace, including enabling Customer discovery, purchase, procurement, deployment, and use of Products, and (ii) market the Products and the Marketplace, including education, demonstrations, and sales processes support. Without limiting the foregoing, Vendor acknowledges and agrees that Conduit may sublicense to Conduit Resellers the rights granted under this Section 5.1(b) solely to facilitate the Conduit Resellers’ resale and marketing of the Products to Resold Customers. Conduit’s exercise of its rights in this Section 5.1(b) with respect to Vendor Brand Features will be in accordance with any trademark guidelines provided to Conduit in writing.
   2. License to Customers. For each Product listed on the Marketplace, Vendor will provide to Conduit a Product EULA that will govern Customer’s use of the applicable Product. Vendor will license, or grant access rights to, Products to Customers under the Product EULA.
   3. License to Vendor. Conduit grants Vendor a limited, non-exclusive, worldwide, royalty-free license to use, in accordance with the Conduit Trademark Guidelines, the Marketplace Brand Features solely for marketing purposes related to your Products’ availability on the Marketplace or your participation as a Vendor.
   4. Ownership. Neither party grants the other any rights or licenses not expressly set forth in this Agreement, whether by implication, estoppel, waiver, or otherwise. As between the parties, (a) Vendor retain all ownership and other rights (including intellectual property rights) in the Vendor Materials (including any associated goodwill) and (b) Conduit and its Affiliates retain all ownership and other rights (including intellectual property rights) in the Marketplace, Vendor Console, and Marketplace Brand Features (including any associated goodwill).
      
6. Product Takedowns.
   1. Removal by Vendor. Subject to Section 12.5 (Wind Down), Vendor may remove any Product from the Marketplace at any time by providing Conduit at least thirty (30) days’ prior written notice.
   2. Removal by Conduit. Conduit may hide, prohibit access to, or remove any Product from the Marketplace at any time for any reason, including if Conduit reasonably believes that the Product: (a) violates this Agreement; (b) may adversely affect Conduit or Customers; (c) impacts the integrity of Conduit’s or a Customer’s network or servers (including if Customers cannot access the Product or otherwise experience difficulty); or (d) is not meeting Marketplace standards.
   3. Notice and Cure. Conduit will use commercially reasonable efforts to provide Vendor with 7 days’ notice before Conduit removes a Product from the Marketplace under Section 6.2 (Removal by Conduit), unless Conduit otherwise determines in its discretion that removal is necessary to avoid harm, liability, or reputational damage to Conduit, the Marketplace, or a Customer.
7. Additional Responsibilities.
   1. Products and Customer Relationships. Vendor is solely responsible for the Products, Vendor’s relationships with Customers (including any enforcement of or disputes under the Product EULA), and Vendor’s acts or omissions relating to the Products or Vendor’s Customer relationships. Vendor acknowledges that, solely when Conduit is acting as Vendor’s Payment Agent, Conduit is the only party that will charge Customers fees for Products sold on the Marketplace, and Vendor will not charge or seek to collect any fees from Customers for Products sold on the Marketplace. Vendor will not include in any Private Offer any terms that contradict or seek to amend the terms set forth in the listing for the applicable Product. Vendor acknowledges that Conduit may require limited access to certain Conduit projects or accounts in order to set up and/or configure the Products for listing in the Marketplace.
   2. Product Support. Vendor is solely responsible for providing Customers with all customer and technical support for the Products. Vendor’s response times for and attention to Customer support requests for Products must be at least as urgent as those for the support requests for versions of similar products Vendor offer through other sales channels.
   3. Acceptable Use Policy. Vendor will not, and will not encourage or otherwise allow third parties to, use or access the Marketplace: (a) to infringe, misappropriate, or violate the intellectual property rights or any other rights of any third party (including Conduit), (b) to violate any law or regulation, including any applicable export control laws or privacy laws, (c) through deceptive or fraudulent means, including through the fraudulent use of credit cards, (d) to crawl or scrape any page, data, or portion of or relating to the Marketplace (through either manual or automated means), (e) to violate or attempt to circumvent the security of any computer network, or crack any passwords or security encryption codes, or (f) to violate the terms of service of any product offered on the Marketplace. 
   4. Vendor Representations and Warranties. Vendor represents and warrants that:
      1. it has full power and authority to enter into and perform this Agreement; 
      2. in connection with this Agreement, Vendor and the Vendor Materials will comply with Applicable Laws; 
      3. Vendor has all necessary rights in the Vendor Materials and Third-Party Materials to grant Conduit the rights in this Agreement and make Vendor’s Products available to Customers; and 
      4. if the Product collects personal information from Customers, Vendor will provide its own privacy policy to Customers in a readily accessible manner, in line with industry best practices.
   5. Notice of Violations; Security Events. Vendor will promptly notify Conduit, in any event within forty-eight (48) hours, if (a) any Vendor Materials are the subject of any allegation, claim, or complaint regarding the applicable Vendor Material’s violation or infringement of Applicable Laws or third party rights (including intellectual property rights); (b) Vendor has identified a critical security vulnerability affecting a Product; or (c) there has been a Security Incident in connection with a Product.
   6. Partner Information Protection. With respect to Conduit-Provided Data that contains personal information, Vendor acknowledges and agrees that Conduit is a controller for such data and Vendor is a processor, and therefore Vendor will:
      1. Process Conduit-Provided Data solely as necessary to provide the Product to the Customer and carry out transactions on the Marketplace; 
      2. not (i) process Conduit-Provided Data for purposes of advertising, (ii) sell or share Conduit-Provided Data or (iii) use Conduit-Provided Data for targeted advertising; 
      3. maintain reasonable technical and organizational measures to protect Conduit-Provided Data against accidental, unauthorized, or unlawful destruction, alteration, access, loss or disclosure; and 
      4. only transfer Conduit-Provided Data if it complies with application provisions on the transfer of personal information required by Applicable Laws.  
   7. Anti-Corruption. In connection with its performance under this Agreement, each party will comply with all Applicable Laws related to commercial and public anti-bribery, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including Government Officials, to obtain or keep business or to secure any other improper commercial advantage. Neither party will make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. Each party will use commercially reasonable and good faith efforts to comply with the other party’s due diligence process, including providing requested information. “Government Officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.
   8. Export. Vendor will comply with all Applicable Laws related to export and re-export (“Export Control Laws”), including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce; (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State. Vendor will provide Conduit with all accurate information needed to comply with all applicable Export Control Laws related to the distribution of Products through the Marketplace.
   9. Compliance Verification Process. Vendor acknowledges that, as part of Conduit’s operation of the Marketplace, Conduit may be required by law, or may in its discretion choose, to perform a compliance verification process (including but not limited to identity verification) with respect to Vendor and/or Customers (“Compliance Process”), which may include making additional inquiries or checking data Vendor provides against third party databases. Vendor agrees to provide Conduit with all information requested to enable Conduit to complete the Compliance Process.
8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONDUIT AND VENDOR MAKE NO WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONDUIT PROVIDES THE MARKETPLACE, VENDOR ACCOUNT, VENDOR CONSOLE, MARKETPLACE BRAND FEATURES, AND ALL OTHER MATERIALS “AS IS” AND “AS AVAILABLE”. CONDUIT DOES NOT GUARANTEE ANY CUSTOMERS WILL PURCHASE, PROCURE, DEPLOY, OR USE ANY PRODUCTS. VENDOR’S USE OF ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKETPLACE IS AT VENDOR’S OWN RISK.
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9. Confidentiality.
   1. Duty. The recipient will not disclose the discloser’s Confidential Information, except to employees, Affiliates, contractors, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the discloser’s Confidential Information only to exercise rights and fulfill obligations under this Agreement, and will ensure that such Delegates use the discloser’s Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. For clarity, Vendor Materials provided for listing on the Marketplace may be made available or displayed to prospective customers of Products. The terms of this Agreement are Confidential Information of both parties.
   2. Required Disclosure. The recipient may disclose Confidential Information when required by law, provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose or limit the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Applicable Law; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
      
10. Indemnification.
    1. Obligations. Vendor will defend Conduit and its Affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) an allegation that any Vendor Materials infringe, misappropriate, or violate a third party’s intellectual property rights or Applicable Laws or do not comply with any licenses governing Third-Party Materials included in the Vendor Materials; (b) a Customer’s use of a Product, including claims of product liability or any damage or loss caused by the use of a Product; (c) any disputes or claims arising under the Product EULA; or (d) Vendor’s use of Marketplace Data.
    2. Exceptions. Vendor’s obligations under Section 10.1 (Obligations) do not extend to claims to the extent the underlying allegation arises solely from (a) breach by Conduit of its material obligations hereunder; (b) combination of the Product with materials Vendor did not provide, unless that combination is (i) required for use of the Product in connection with the Marketplace, (ii) authorized in the Product documentation, or (iii) otherwise directed by Vendor in writing; (c) Conduit’s technology used to provide the Marketplace; or (d) Conduit’s Brand Features.
    3. Conditions. Vendor’s obligations under Section 10.1 (Obligations) are conditioned on the following:
       1. Conduit must promptly notify Vendor in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with Vendor to resolve the allegation or proceeding. If breach of this Section 10.3(a) prejudices the defense of the Third-Party Legal Proceeding, Vendor’s obligations under Section 10.1 (Obligations) will be reduced in proportion to the prejudice.
       2. Conduit must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to Vendor, subject to the following: (a) Conduit may appoint its own non-controlling counsel, at its own expense; and (b) any settlement requiring Conduit to admit liability, pay money, or take (or refrain from taking) any action, will require Conduit’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).
    4. Remedies. In the event an injunction preventing continued use of Products is threatened or granted, Vendor will, at Vendor’s sole option and expense,: (a) procure the right to continue providing the Products in compliance with this Agreement; or (b) modify the Products to make them non-infringing. If Vendor is unable to do either despite commercially reasonable efforts, Vendor will remove the affected Product from the Marketplace in accordance with Section 6.1 (Removal by Vendor).
       
11. Limitations of Liability.
    1. Limitation on Indirect Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND SUBJECT TO SECTION 11.3 (UNLIMITED LIABILITIES), NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL.
    2. Limitation on Amount of Liability. SUBJECT TO SECTION 11.3 (UNLIMITED LIABILITIES), EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE VENDOR NET REVENUE PAID OR PAYABLE BY CONDUIT DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
    3. Unlimited Liabilities. Nothing in this Agreement excludes or limits either party’s Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Section 10 (Indemnification); (c) its breach of Section 9 (Confidentiality); (d) its infringement of the other party’s intellectual property rights; (e) its payment obligations under this Agreement; or (f) matters for which Liability cannot be excluded or limited under Applicable Laws.
       
12. Term and Termination.
    1. Term. This Agreement begins on the Effective Date and will remain in effect for one-year (“Initial Term”). At the end of the Initial Term or any Renewal Term, this Agreement will automatically renew for an additional one-year period (each a “Renewal Term”) unless a party provides written notice to the other party of its intent not to renew this Agreement at least ninety (90) days prior to the end of the then-current Initial Term or Renewal Term. The “Term” of this Agreement begins on the Effective Date and continues until this Agreement is terminated in accordance with this Section 12.
    2. Termination. Either party may terminate this Agreement (a) for convenience at any time upon thirty (30) days’ notice to the other party; or (b) immediately if the party is required to do so by Applicable Laws, if a Product violates Applicable Laws, or if Conduit reasonably determines that immediate termination is necessary to avoid harm, liability, or reputational damage to Conduit, the Marketplace, or a Customer.
    3. Effect of Termination. Upon termination of this Agreement and subject to Section 12.5 (Wind Down), (a) all Products will be removed from the Marketplace; and (b) Vendor must cease use of any Vendor Account credentials.
    4. Compliance Terminations. If a Customer has purchased the Product through the Marketplace and either Vendor does not or the Customer does not successfully complete Conduit’s Compliance Process, Conduit may (a) decline to process and/or terminate the Customer’s purchase of the Product and/or cease all billing activities with the Customer for that Product; and (b) refund to the Customer any pro-rated prepaid fees for the Product, to the extent the refund is permitted by Applicable Laws. Vendor acknowledges and agrees that Conduit may offset against amounts owed to Vendor under this Agreement or require Vendor to reimburse Conduit for any Vendor Net Revenue paid to Vendor based on any amounts refunded to the Customer in accordance with the previous sentence.
    5. Wind Down.
       1. Except where prohibited by Applicable Laws, when this Agreement is terminated or a Product is removed from the Marketplace, a wind down period will apply as to any Product that was purchased by a Customer before the date of termination or removal, as applicable. The “Wind Down Period” for each affected Product will begin on the date of termination or Product removal, as applicable, and end (a) for non-Subscription Products, six months after such date and (b) for Subscription Products, on the date that the last Customer subscription term for such Product expires or terminates. Notwithstanding the preceding sentence, (i) Conduit can elect not to apply a Wind Down Period if Conduit terminates this Agreement pursuant to clause (b) of Section 12.2 (Termination), (ii) Conduit may terminate the Wind Down Period if any of the circumstances set forth in clause (b) of Section 12.2 (Termination) occurs during the Wind Down Period, and (iii) the parties may mutually agree to terminate the Wind Down Period prior to its expiration. If the Wind Down Period does not apply or is terminated early in accordance with this Section 12.5(a), Conduit may refund prorated prepaid fees to the affected Customer, and Vendor agrees that Conduit may offset against amounts owed to Vendor under this Agreement or require Vendor to reimburse Conduit for any Vendor Net Revenue paid to Vendor based on amounts refunded to the Customer in accordance with this sentence.
       2. During the Wind Down Period, (a) the terms of this Agreement will continue to apply to the applicable Products; and (b) Vendor will continue to allow the procurement, deployment, and use of such Products by existing Customers of the Products and will continue to support such Products, in each case in accordance with the terms of this Agreement and the applicable Product EULA. Upon the termination of this Agreement and any applicable Wind Down Period, Conduit will pay any remaining Vendor Net Revenue to Vendor within ninety (90) days after termination or expiration of the applicable Wind Down Period. Conduit will have no responsibility or liability to Customer or Vendor for any Customer’s use of the Product after the end of the Wind Down Period.
    6. Survival. The following sections survive termination of this Agreement: Sections 5.4 (Ownership), 8 (Disclaimer of Warranties), 9 (Confidentiality), 10 (Indemnification), 11 (Limitations of Liability), 12 (Term and Termination), 13 (Miscellaneous) and 14 (Definitions).
       
13. Miscellaneous.
    1. Modifications. Conduit may make changes to this Agreement (including the Listing Requirements) from time to time. Conduit will post any change to this Agreement to https://www.conduit.xyz/legal-pages/conduit-marketplace-vendor-terms-of-use, or, for Listing Requirements, the page where the applicable Listing Requirements are located. Unless Vendor separately agrees to the changes (e.g., via a click-to-accept), Vendor hereby agrees that changes to this Agreement will become effective thirty (30) days after they are posted and that Vendor is bound by such changes, except to the extent the changes apply to new Marketplace functionality or are required by Applicable Law, in which case they will be effective immediately. If Vendor does not agree to the revised Agreement, Vendor will stop using the Marketplace. Vendor may also terminate this Agreement for convenience under Section 12.2 (Termination). Vendor’s continued use of the Marketplace after such change will constitute Vendor’s consent and agreement to such changes.
    2. Notices. Notices to be provided under this Agreement must be in writing. Conduit will provide notices under this Agreement to Vendor by sending an email to the Notification Email Address. Vendor will provide notices under this Agreement to Conduit by sending an email to marketplace@conduit.xyz. Notice will be treated as received when the email is sent. Vendor is responsible for keeping its Notification Email Address current throughout the term. The parties may use emails to satisfy written approval and consent requirements under this Agreement.
    3. Assignment. Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the written consent of the other, provided that Conduit may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of Conduit’s voting securities, assets, or business relating to this Agreement. Any other attempt to assign is void.
    4. Change of Control. If Vendor experiences a change of Control other than an internal restructuring or reorganization, then Vendor will give written notice to Conduit within thirty (30) days after the change of Control (such notice will include the identity of the entity with which Vendor has entered into or undergone a change of Control).
    5. Subcontracting; Use of Affiliates. Conduit may subcontract obligations under this Agreement but will remain liable to Vendor for any subcontracted obligations. Conduit may also permit its Affiliates, contractors, and Conduit Resellers (solely in accordance with Conduit Resellers’ resale and marketing of the Products to Resold Customers as set forth in Section 4 (Reseller Program)) to perform Conduit’s obligations or exercise Conduit’s rights under this Agreement, including in Section 5 (Intellectual Property; Licenses), and will remain responsible for their compliance with its obligations in this Agreement.
    6. Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
    7. No Agency. Except as set forth in Section 2 (Agent Status), this Agreement does not create any agency, partnership, or joint venture between the parties.
    8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    9. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, it will be modified where practicable to the extent necessary so as to be enforceable (giving effect to the intention of the parties), or severed if such modification is not possible, and the rest of this Agreement will remain in effect.
    10. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    11. Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
    12. Independent Development. Nothing in this Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of this Agreement, provided that the party does not breach its obligations under this Agreement in doing so.
    13. No Obligation to List. The parties acknowledge that neither party is obligated by this Agreement to list any Product on the Marketplace, and each party may remove a Product from the Marketplace in accordance with Section 6 (Product Takedowns).
    14. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    15. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
    16. Entire Agreement. This Agreement states all terms agreed between the parties relating to its subject matter, and the parties hereby agree that this Agreement completely replaces any prior agreements between Vendor and Conduit in relation to its subject matter, notwithstanding any language in such prior agreements to the contrary. If any Products have been listed on the Marketplace before the Effective Date, then, as of the Effective Date, such Products will be governed by this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The Listing Requirements are incorporated by reference into this Agreement. After the Effective Date, Conduit may provide an updated URL in place of any URL in this Agreement.
    17. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): this Agreement (excluding the Listing Requirements), and the Listing Requirements (unless any of the Listing Requirements expressly state that its terms will control over those in this Agreement).“Vendor Privacy Policy” means Vendor’s designated privacy policy or privacy statement used in connection with the Products.
        
14. Definitions.
    1. “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
    2. “Applicable Laws” means all applicable laws, rules, regulations, or orders, including those relating to data privacy, data transfer, international communications, or the export of technical or personal data.
    3. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned, claimed, (or licensed) by such party from time to time.
    4. “Conduit Net Revenue” means, unless otherwise mutually agreed upon in writing, 0% of the Net Revenue generated by Vendor’s Product(s), which is payable to Vendor by Conduit in accordance with Section 3.2 (Payment Terms).
    5. “Conduit Reseller(s)” means an authorized reseller and/or supplier of Conduit’s services.
    6. “Conduit-Provided Data” means information relating to a Customer that Conduit provides or makes available to Vendor.
    7. “Conduit Trademark Guidelines” means Conduit’s trademark guidelines located at Conduit Trademark Guidelines.
    8. “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. Confidential Information does not include information that is (i) independently developed by the recipient, (ii) is rightfully disclosed to the recipient by a third party without confidentiality obligations, (iii) was rightfully known to recipient without restriction before receipt from discloser, or (iv) becomes public through no fault of the recipient. For clarity, Vendor Materials are not Confidential Information.
    9. “Control” means control of greater than fifty percent (50%) of the voting rights or equity interests of a party.
    10. “Customer Charges” means the charges for Customers’ purchase, procurement, deployment, and use of Products from the Marketplace.
    11. “Customer(s)” means any person or entity who purchases, procures, deploys, or uses Products from the Marketplace.
    12. “Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
    13. “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
    14. “Listing Materials” means Product descriptions, Vendor information, and other Product listing materials provided to Conduit in connection with the Products.
    15. “Listing Requirements” means any product, technical, operational, content, and other requirements that are provided by Conduit, and any approval criteria, conditions, or requirements specified by Conduit for the Product.
    16. “Marketplace” means the Conduit online marketplace operated by Conduit, which allows the purchase, procurement, deployment, and/or use by Customers of software or services.
    17. “Marketplace Data” means, collectively, Vendor-Collected Data and Conduit-Provided Data.
    18. “Net Revenue” means the Customer Charges in connection with a Product, minus Net Revenue Exclusions.
    19. “Net Revenue Exclusions” means (a) Taxes and foreign exchange costs; (b) charges that arise through any fraudulent or invalid means; (c) charges that are subject to chargebacks, reversals, or rejections by a bank or credit card issuer; (d) charges for Products that are not actually delivered or provided to the applicable Customer; and (e) solely when Conduit is acting as Vendor’s Payment Agent, use of the Products by Conduit or its Affiliates solely to (i) develop or test the functionality of the Marketplace (including testing of the integration between Products and the Marketplace), (ii) assess customer support issues with the Marketplace or a Product, or (iii) market and/or demonstrate the Products to prospective customers.
    20. “Notification Email Address” means (a) the Vendor email address provided to Conduit in connection with accepting this Agreement, or (b) any other email address provided to Conduit in connection with Marketplace for the purpose of receiving notices, e.g., an email address for the receipt of notices provided under a previous version of this Agreement or an email address for the receipt of notices provided as part of solution or Product validation or onboarding.
    21. “Open Source Material(s)” means any materials that are available under an open source license, including those licenses identified by the Open Source Initiative at https://opensource.org/licenses/alphabetical, that are included or used in any of the Products.
    22. “Payment Account” means the Vendor-owned payment account approved by Conduit and set up by Vendor through the Conduit vendor management system.
    23. “Payment Processor” means the third-party payment processor Stripe, Inc. (“Stripe”) or such other third-party payment processor as Conduit may designate from time to time. Stripe’s website is available at https://stripe.com/ (or such successor URL as may be designated by Stripe), and Stripe’s privacy policy is available at https://stripe.com/us/privacy (or such successor URL as may be designated by Stripe).
    24. “Private Offer” means a quote and other terms for the purchase or procurement of a Product offered to a specific Customer.
    25. “Process” or “Processing” means to access, create, collect, acquire, receive, record, consult, use, process, alter, store, maintain, retrieve, disclose, or dispose of. “Process” includes “processing” within the meaning of the GDPR.
    26. “Product(s)” means the Vendor software, services or other offerings identified by Vendor and approved by Conduit for listing on the Marketplace, including any updates provided by Vendor to Conduit in accordance with this Agreement.
    27. “Product EULA” means Vendor’s end user license agreement or other terms of service applicable to a Product.
    28. “Resold Customer(s)” means an entity to whom a Conduit Reseller is permitted to resell Conduit under a written agreement with Conduit.
    29. “Security Incident” means actual or reasonable degree of certainty of unauthorized use, destruction, loss, control, alteration, acquisition, exfiltration, theft, retention, disclosure of, or access to, Marketplace Data. Security Incidents do not include unsuccessful access attempts or attacks that do not compromise the confidentiality, integrity, or availability of Marketplace Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
    30. “Subscription Product” means a Product for which the Customer has either prepaid fees or committed to pay fees for such Product for a given time period.
    31. “Tax(es)” means all applicable taxes, except for taxes based on either party’s net income, net worth, employment, or assets (including personal and real property).
    32. “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
    33. “Third-Party Material(s)” means any materials not owned solely by Vendor that are included, incorporated, or used in any of the Products, including Open Source Materials.
    34. “Vendor” means the person or entity specified in the information table above who is registered with and approved by Conduit for listing of software or services via the Marketplace in accordance with the terms of this Agreement.
    35. “Vendor Account” means an account issued by Conduit to Vendor that enables the listing of Products via the Marketplace.
    36. “Vendor Console” means the console or other online tool that may be provided by Conduit to Vendor to manage administrative functions related to the Marketplace.
    37. “Vendor-Collected Data” means any Customer information, content, or data that Vendor Processes in connection with a Product, other than Conduit-Provided Data.
    38. “Vendor Net Revenue” means, unless otherwise mutually agreed upon in writing, 100% of the Net Revenue generated by Vendor’s Product(s), which is payable to Vendor by Conduit in accordance with Section 3.2 (Payment Terms) and communicated to Vendor by Conduit through the Vendor Console or otherwise through the Marketplace.
        

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