Platform Partner Agreement

2.1. Platform Access

Spartera grants Partner a non-exclusive right to access Spartera Technology for the purpose of configuring Transformation Logic and hosting Partner Content.

2.2. Marketplace Commission

Spartera provides the digital infrastructure, payment collection, and distribution channel. In exchange for these services, Spartera retains twenty percent (20%) as a platform fee, calculated against Gross Revenue (as defined in Section 1).

2.3. Partner Share

Partner receives eighty percent (80%) of Gross Revenue generated from the usage or sale of Partner Content. Spartera bears all payment processing costs, including Stripe processing and Stripe Connect fees, from its own share. Such costs are not deducted from the Partner Share. Credit bundle pricing, subscription pricing, and any promotional discount Spartera offers Buyers on Credits likewise reduce only Spartera's share and do not reduce the Partner Share. A sale price that Partner itself sets on its own Partner Content does reduce Gross Revenue, and therefore the Partner Share, because it lowers the List Price. The Partner Share is subject only to: (a) offsets for refunds and chargebacks under Section 7.4; (b) offsets for Buyer accommodations arising from Partner unavailability or Partner data quality failure under Section 4.1; (c) amounts withheld under the Marketplace Terms, Section 7 (Payout Withholding); and (d) amounts Spartera is required by applicable law to withhold from payments to Partner, including United States withholding on payments to non-U.S. persons.

3.1. Ownership

Partner retains all right, title, and interest in Source Data, Transformation Logic, and Derived Data. Spartera retains all rights to Spartera Technology, Spartera Data, and Platform Derived Works.

3.2. Proprietary Logic

All logic and objects created within the Spartera environment by the Partner remain the proprietary intellectual property of the Partner.

3.3. Distribution License

During the term of this Agreement and with respect to Partner Content actively listed on the Marketplace, Partner grants Spartera a non-exclusive, royalty-free, worldwide license to host, reproduce, display, distribute, and sublicense to Buyers the Derived Data via the Marketplace and Spartera's integrated distribution channels. For the avoidance of doubt, nothing in this Agreement restricts Partner from selling, licensing, or otherwise distributing its Source Data, Derived Data, or Partner Content directly to its own customers, through any channel, on any terms, at any time. Partner's direct commercial relationships are its own. This license terminates upon termination or expiration of this Agreement, except as necessary to give effect to Buyer Licenses surviving under Section 3.4.

3.4. Buyer License

Partner acknowledges that each sale or usage event constitutes a grant of a perpetual, irrevocable, non-exclusive license from the Partner to the Buyer to use that specific Purchased Instance. The licenses granted by Partner to Buyers under this Section 3.4 survive any termination or expiration of this Agreement and remain in full force for the benefit of each affected Buyer. Spartera retains each Purchased Instance on the Buyer's behalf so that the Buyer may exercise this license. A Purchased Instance is retained for the account of the purchasing Buyer only, and is not made available to any other Buyer. Delisting Partner Content, terminating Partner's account, or terminating this Agreement makes the affected Partner Content unavailable for future purchase; it does not withdraw, expire, or impair any Purchased Instance already delivered to a Buyer. Where Partner Content is delivered as a rendered visualization, the Buyer receives the rendered output only and acquires no right to, or copy of, the underlying records. The scope of Buyer use is set out in the Marketplace Terms, Sections 5 and 8. In summary: a Buyer may use a Purchased Instance in its business and may incorporate it into its own products, services, research, and communications, including products the Buyer sells, and may use it for AI and machine learning training as provided in Section 3.6. A Buyer may not redistribute, resell, or sublicense the Distributed Content itself, whether standalone or as a substantial component of another offering, and must attribute Partner when publishing a purchased insight or visualization publicly. The licenses granted under this Section are subject to removal of non-compliant content under the Marketplace Terms, Section 12, and to Section 5.6 of this Agreement.

3.5. Platform Operations License

In addition to the license in Section 3.3, and during the term of this Agreement, Partner grants Spartera a non-exclusive, royalty-free, worldwide license to reproduce, cache, index, analyze, and create derivative works from Partner Content solely for the following purposes: (a) operating, securing, monitoring, and improving the Platform, including search indexing, retrieval, and relevance ranking; (b) generating listing metadata, previews, samples, quality scores, and product rankings; (c) generating AI-assisted summaries, descriptions, and insights that describe, index, or promote Partner Content on or in connection with the Marketplace; and (d) producing aggregated marketplace analytics under Section 3.7. This Section 3.5 does not apply to data returned to a Buyer by a Partner-operated endpoint under the API Data Products Model. With respect to such data, Spartera's rights are limited to endpoint metadata, schema and field definitions, request and response envelope characteristics, and usage telemetry, consistent with Spartera's commitment in the Marketplace Terms, Section 9 (No Data Storage for API Products) not to store, cache, or retain the content of endpoint responses. Sample Previews. When Partner generates a preview of a listing through the Seller Application, Spartera retains a truncated sample of the resulting output — by default no more than three (3) records — and displays it on the public product page so prospective Buyers can evaluate the product. Samples are generated only at Partner's initiation, are replaced when Partner generates a new preview, and are deleted when the listing is removed or Partner's account is terminated. Partner acknowledges that samples are publicly visible and may be indexed by search engines, and Partner's certification under Section 5.3 extends to each sample. Spartera does not retain a sample from any Buyer transaction. How Partner data is handled depends on the product type. For computed metrics and data feeds, Spartera transmits the transformation logic to Partner's system and only the computed result or filtered result set returns; the underlying dataset is never transferred to Spartera. Where a product delivers a rendered visualization, Spartera retrieves the records required to produce it, renders the output in memory, and discards the records without writing them to storage; only the rendered output is delivered to the Buyer or retained, and the number of records retrievable for this purpose is capped by product configuration. Spartera does not store Partner's raw datasets, tables, or files. The only Partner-derived material Spartera stores is: analytics output and sample previews Partner generates when previewing its own listings; Purchased Instances retained for the account of the Buyer who bought them; Transformation Logic; and product metadata. This is set out in full in the Marketplace Terms, Section 9 (What Spartera Stores). Platform Derived Works generated under this Section are owned by Spartera as between the parties. Nothing in this Section transfers, diminishes, or encumbers Partner's ownership of Source Data, Transformation Logic, Derived Data, or Partner Content, and nothing in this Section applies to products created under Section 3.8. Spartera's rights under this Section terminate upon termination or expiration of this Agreement, and Spartera shall cease generating new Platform Derived Works from Partner Content as of that date; previously generated Platform Derived Works that do not reproduce or permit reconstruction of Partner Content may be retained.

3.6. AI and Machine Learning Training Rights

Except where Partner has notified Spartera in writing to the contrary, each Buyer License granted under Section 3.4 includes the right to use the Purchased Instance to create, train, fine-tune, evaluate, and improve machine learning models and artificial intelligence systems, including model weights and derived artifacts. This right does not extend to the redistribution, resale, or sublicensing of the Distributed Content itself, which remain prohibited under the Marketplace Terms, Section 5. It remains subject to every other restriction applicable to Buyers under that Section, including Re-Identification, Eligibility Determinations, and Restricted Foreign Transfers. Partner represents and warrants that it holds all rights, licenses, and consents necessary to grant the foregoing, including with respect to any third-party data, model, or content incorporated into Partner Content. Where Partner does not hold such rights with respect to particular Partner Content, Partner shall notify Spartera at [email protected] before listing that Partner Content, and Spartera shall exclude it from the grant in this Section. Partner may withdraw the grant in this Section, in whole or as to specified Partner Content, upon thirty (30) days' written notice to Spartera. Withdrawal applies prospectively only and does not affect, revoke, or impair any license already granted to a Buyer in respect of a prior purchase or consumption event. The version of this Agreement in effect at the time of an event governs that event.

3.7. Aggregated Marketplace Analytics

Spartera may generate, use, and publish aggregated statistics, trends, benchmarks, and demand signals derived from marketplace activity, provided that such outputs: (a) do not identify Partner or any specific Partner Content without Partner's prior consent; (b) are aggregated across no fewer than five (5) Partners; and (c) do not reproduce, expose, or permit the reasonable reconstruction of Partner Content. Outputs meeting these conditions are Platform Derived Works and are owned by Spartera. Nothing in this Section permits Spartera to disclose Partner's pricing, volumes, revenue, or Buyer identities on an individually attributable basis.

3.8. Authoring Tools and Assisted Product Creation

Spartera makes available authoring tools, including AutoInsights, that assist in the creation of analytics products from Partner's Source Data. Partner may use such tools directly, or Spartera may operate them on Partner's behalf pursuant to a Statement of Work under the Advisory Services Master Services Agreement. Analytics, insights, visualizations, models, and other products created through the use of such tools from Partner's Source Data are Derived Data and are owned by Partner, whether created by Partner or by Spartera on Partner's behalf. Such products are Partner Content for all purposes under this Agreement, and revenue generated from their sale or usage on the Marketplace is shared in accordance with Section 2.3. Spartera claims no ownership interest in, and no separate revenue share from, products created under this Section beyond the platform fee in Section 2.2. Spartera retains all right, title, and interest in the authoring tools themselves, including the underlying software, models, prompts, templates, and configurations, and in any generalized improvements to those tools. Nothing in this Section grants Partner any license to the tools other than the right of access under Section 2.1. Use of authoring tools is presently included at no separate charge. Spartera may introduce fees for the use of specific authoring tools upon thirty (30) days' prior written notice to Partner in accordance with Section 8.2. The introduction of such a fee does not alter the ownership or revenue-share treatment of products already created, and Partner may decline to use a tool for which a fee has been introduced without affecting any other right under this Agreement. Partner remains solely responsible for the accuracy, quality, and legal compliance of all products created under this Section, including products generated with Spartera's assistance. The certification in Section 5.3 applies in full to tool-assisted listings, and the use of an authoring tool does not transfer to Spartera any responsibility under Sections 4.2 or 5.

4.1. Partner Connection; Availability

Partner is solely responsible for the availability, uptime, latency, security, and performance of the Partner Connection and of any Partner-operated endpoint, and shall use continuous commercially reasonable efforts to maintain availability for Buyers. Scheduled maintenance windows announced with at least twenty-four (24) hours' advance notice, and brief unplanned outages that are promptly remediated, do not constitute a breach of this Section. Spartera may monitor the health, responsiveness, and error rates of the Partner Connection and Partner-operated endpoints, and may automatically suspend, delist, or disable any affected listing, asset, or endpoint that fails such monitoring, with restoration upon return to normal operation. Spartera is not obligated to monitor, and no monitoring measure, nor the absence of one, constitutes an assumption by Spartera of any responsibility for Partner availability. Spartera has no liability to Partner for revenue not earned during any period of Partner unavailability, or for any suspension, delisting, or disablement effected in good faith under this Section. Where Spartera issues Credits, refunds, or other accommodation to a Buyer as a direct result of Partner unavailability or Partner data quality failure, Spartera may offset the value of such accommodation against current or future Partner payouts, with written notice to Partner.

4.2. Maintenance and Data Accuracy

Partner is solely responsible for the accuracy and quality of the Derived Data and the maintenance of the logic used to generate it. This responsibility applies equally to Derived Data produced with the assistance of Spartera authoring tools under Section 3.8.

5.1. Compliance and Rights

Partner represents and warrants that (a) the Source Data is obtained, used, and shared in compliance with all applicable laws and regulations; (b) Partner has all necessary rights, licenses, and consents to grant the rights and licenses granted to Spartera and Buyers under this Agreement; (c) Partner is solely responsible for determining whether it qualifies as a "data broker," "data collector," or similar regulated entity under any applicable law (including, by way of example only, laws of California, Vermont, Texas, Oregon, Connecticut, and New Jersey), and for satisfying any resulting registration, disclosure, fee, deletion-request, or opt-out obligations at its own expense; and (d) Partner shall not use the Platform to sell, license, or make available any data in violation of laws restricting or prohibiting the sale of sensitive data, geolocation data, health data, biometric data, or the data of minors.

5.2. Prohibited Data in Distributed Content

Partner shall not include in, or make available through, any Distributed Content any of the following ("Prohibited Data"): (a) Personal Data (as defined in Section 1); (b) protected health information as defined under HIPAA, or consumer health data as defined under applicable state law; (c) data revealing racial or ethnic origin, religious beliefs, health condition, diagnosis, or treatment, sex life or sexual orientation, citizenship or immigration status, or status as transgender or non-binary; (d) genetic or biometric data; (e) Personal Data of, or collected from, any individual under the age of eighteen (18); (f) precise geolocation data attributable to a natural person or personal device; (g) financial account numbers or credentials permitting access to a consumer's financial account; or (h) any data whose sale, licensing, or disclosure by Partner is restricted by sectoral law (including FCRA, GLBA, HIPAA, COPPA, or FERPA) absent authority that Partner does not possess. Aggregated, anonymized, or de-identified data derived from Personal Data is not Prohibited Data, provided that (i) the data cannot reasonably be used, alone or in combination, to identify, re-identify, or be linked to a natural person, household, or personal device; (ii) Partner maintains technical and organizational measures reasonably designed to prevent re-identification; and (iii) Partner does not attempt to re-identify such data and contractually prohibits downstream recipients from doing so. For the avoidance of doubt, analytical products — including calculations, statistics, aggregates, visualizations, models, and predictions — that are derived in whole or in part from Personal Data are permitted, provided that the Distributed Content does not expose, contain, transmit, or permit the reasonable recovery of any Prohibited Data. Under no circumstances may raw Personal Data or protected health information be sold, delivered, or transmitted to a Buyer through the Platform. For clarity, this Section 5.2 governs Distributed Content delivered to Buyers; it does not prohibit the presence of Personal Data within Partner's Source Data maintained in Partner's own infrastructure, provided that no Prohibited Data is included in any Distributed Content. Spartera does not host Partner's Source Data. Datasets, tables, and files remain in Partner's own systems as the system of record, and Spartera maintains no copy of them.

5.3. Listing Certification

Each act of creating, publishing, or updating a listing, asset, or endpoint on the Platform constitutes Partner's certification, as of that date, that the associated Distributed Content contains no Prohibited Data and complies with this Section 5. This certification applies in full to listings created with the assistance of Spartera authoring tools under Section 3.8, to listings created by Spartera on Partner's behalf under a Statement of Work, and to any sample preview retained and publicly displayed under Section 3.5. Spartera may condition the creation, publication, or continued availability of any listing on Partner's completion of an affirmative attestation in a form specified by Spartera, and may retain records of such attestations, including the identity of the certifying user, timestamp, and listing version.

5.4. Notification of Violations

If Partner discovers, or has reason to believe, that any Distributed Content contains or has contained Prohibited Data, Partner shall notify Spartera at [email protected] without undue delay and in no event later than two (2) business days after discovery, and shall cooperate with Spartera in the prompt removal or remediation of the affected content.

5.5. Monitoring, Sampling, and Audit

Spartera may, but has no obligation to, employ automated or manual measures to detect Prohibited Data, including review of listing titles, descriptions, and metadata; scanning of schemas and field names; and periodic sampling of Derived Data outputs and endpoint responses. No such measure, nor the absence thereof, shall be construed as an assumption by Spartera of any duty to monitor Partner Content, as a waiver of any right, or as a representation that any content is free of Prohibited Data. As between the parties, responsibility for the content of Distributed Content rests solely with Partner.

5.6. Removal, Suspension, and Termination for Cause

Notwithstanding anything to the contrary in this Agreement, Spartera may immediately and without prior notice remove, delist, or disable any listing, asset, or endpoint, or suspend Partner's account, that Spartera reasonably suspects contains or transmits Prohibited Data or otherwise violates this Section 5. The inclusion or transmission of Prohibited Data in any Distributed Content constitutes a material breach of this Agreement that is not subject to the cure period in Section 8.1, and entitles Spartera to terminate this Agreement and Partner's account immediately for cause upon written notice, with the consequences applicable to Sellers terminated for cause as set forth in the Marketplace Terms, Section 12 (including with respect to final payouts). Spartera shall have no liability to Partner for lost revenue or other damages arising from an action taken in good faith under this Section 5.6. Reinstatement is at Spartera's discretion following Partner's demonstration of remediation. Proportionate Response. Spartera will determine the appropriate response to a violation of this Section 5 in its sole discretion, having regard to the sensitivity of the data involved, the volume and recency of distribution, whether the data remains recoverable, and whether Partner acted knowingly. Available responses include requiring correction of the listing, delisting the product prospectively, disabling access to affected content, permanently deleting affected content from Spartera's systems and from Buyer accounts, terminating Partner for cause, and any combination of the foregoing. Spartera is not obligated to apply the same response to comparable circumstances, and action or inaction in any instance creates no entitlement or precedent in any other. Where the affected content falls within the sensitive categories in Section 5.2(b) through (g), permanent deletion is the default response. Reach and Limits of Remediation. Notwithstanding the permanence of Purchased Instances under Section 3.4, Spartera may delete content found to contain Prohibited Data wherever it is held within Spartera's systems, including Buyer accounts, sample previews under Section 3.5, export artifacts, and caches. Spartera's remediation obligation extends only to content within its possession or control at the time of determination. Deletion is effected in Spartera's production environment; affected content is not restored from backup and expires from routine backups in accordance with Spartera's retention schedule. Spartera has no obligation to reconstruct distribution history beyond its ordinary log retention, and no ability to reach copies exported by, or otherwise in the possession of, Buyers or third parties.

5.7. Data Compliance Indemnity

In addition to, and without limiting, the indemnification obligations in the Marketplace Terms (Section 11), Partner shall indemnify, defend, and hold harmless Spartera and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, regulatory penalties, fines, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) the presence of Prohibited Data in any Distributed Content; (b) Partner's breach of any representation, warranty, or obligation in this Section 5; (c) Partner's failure to satisfy any registration, disclosure, or other obligation under applicable data broker, data collector, privacy, or data protection law; or (d) Partner's failure to notify Spartera, as required by Section 3.6, that it does not hold the rights necessary to grant AI Training Rights with respect to particular Partner Content. The foregoing expressly includes any civil penalties, fines, or assessments imposed on Spartera by any governmental or regulatory authority, and the reasonable costs of responding to any related investigation, inquiry, or enforcement action, in each case to the extent arising from the matters described in clauses (a) through (d). The rights and remedies available to Spartera under this Section 5 are cumulative and in addition to, not in lieu of, any other rights or remedies available to Spartera under this Agreement, the Marketplace Terms, or at law or in equity.

5.8. Content Standards

Partner agrees not to host content that is defamatory, infringing, or otherwise violates Spartera's community standards.

6.1. Marketing Rights

Partner grants Spartera the right to use Partner's name, logo, URL, and descriptions of Partner Content in marketing materials, press releases, case studies, customer and partner lists, and investor disclosures to promote the Spartera Marketplace. Spartera shall comply with any written brand guidelines provided by Partner. Partner may revoke this license, with respect to future uses, upon thirty (30) days' written notice. Previously published materials may remain in distribution. Notwithstanding any such revocation, Spartera may continue to: (a) identify Partner as a current or former Spartera partner where doing so is a truthful statement of fact; (b) include Partner in customer and partner lists and counts; and (c) retain, archive, and reference materials published prior to the effective date of revocation. Use of the name, likeness, title, photograph, or quoted statement of any individual affiliated with Partner requires that individual's separate written consent, which Spartera will obtain directly from the individual and independently of this Section.

7.1. Revenue Tracking

Spartera handles all billing, credit management, and payment collection from Buyers. Revenue is recognized for the Partner at the moment a Buyer consumes Partner Content, except for one-time purchases of a Purchased Instance, for which revenue is recognized upon purchase.

7.2. Payout Schedule

Accumulated Partner payouts shall be remitted no later than the fifth (5th) business day of the calendar month following the month in which revenue was recognized, subject to the minimum disbursement threshold described in Section 7.6. Payouts are subject to the deductions, withholding rights, and Stripe Connect requirements set forth in the Marketplace Terms, Section 7.

7.3. Payment Method

All payouts will be processed electronically via Stripe Connect Express. Partner is responsible for maintaining an active and accurate Stripe account linked to the Platform and is bound by the Stripe Connected Account Agreement as referenced in the Marketplace Terms. As a condition of payout, Partner shall provide a valid IRS Form W-9, Form W-8BEN-E, or equivalent tax documentation appropriate to its jurisdiction.

7.4. Refunds and Chargebacks

If a Buyer transaction is refunded or charged back after Partner has been paid the associated share, Spartera may offset the refunded or charged-back amount, plus any associated processing fees, against future Partner payouts. If no offset is available within ninety (90) days, Spartera may invoice Partner for the amount, payable within thirty (30) days.

7.5. Reporting

Spartera shall provide Partner with access to a dashboard detailing real-time usage metrics and historical payout reports.

7.6. Minimum Disbursement Threshold

Spartera maintains a minimum disbursement threshold of twenty-five dollars ($25.00) in cumulative Gross Revenue attributable to Partner before a payout is remitted. Amounts below this threshold are not forfeited: they carry forward and accumulate month over month until the threshold is met, at which point the full accumulated amount is disbursed in accordance with Section 7.2. This threshold may be adjusted from time to time at Spartera's discretion, subject to Section 8.2.

7.7. Statements and Finality

Spartera shall make payout statements available to Partner through the Seller Application. Each statement is deemed accepted and final unless Partner delivers written objection to [email protected], describing the disputed items in reasonable detail, within sixty (60) days after the statement is first made available. Partner's sole and exclusive remedy for an error identified in a timely objection is correction of the amount in a subsequent payout. Nothing in this Section limits Spartera's right to correct its own errors, including both underpayments and overpayments, at any time.

8.1. Term and Termination

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Either party may terminate this Agreement immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice describing the breach. Spartera may additionally suspend or terminate Partner's account for the reasons set forth in the Marketplace Terms, Section 12.

8.2. Amendments and Right to Modify

Spartera may modify any term of this Agreement, including Material Economic Terms (the marketplace commission percentage, the Partner revenue share, the payout schedule and minimum disbursement threshold under Section 7.6, fees for optional authoring tools under Section 3.8, and the price parity provisions in Section 9.2), upon thirty (30) days' prior written notice to Partner. Partner's continued use of the Platform after the effective date of a properly noticed change constitutes acceptance of such change. If Partner does not wish to accept a change to a Material Economic Term, Partner's remedy is to terminate this Agreement prior to the effective date of the change pursuant to Section 8.1, or Spartera may elect to terminate pursuant to Section 8.6. An exclusivity election under Section 9.3 is a negotiated term and may not be modified unilaterally under this Section; it may be terminated by either party as provided in Section 9.3.

8.3. Effect of Termination & Data Destruction

Upon termination, the Partner Connection shall be severed and Partner Content ceases to be available for purchase. Spartera shall delete all instances of Partner's Transformation Logic and Derived Data from its production environment within thirty (30) days, except for (a) Purchased Instances already delivered to Buyers and licensed under Section 3.4, which are retained for those Buyers indefinitely and are not deleted, (b) information retained in routine backups, which will be deleted in accordance with Spartera's backup retention schedule, and (c) Platform Derived Works retained under Section 3.5 that do not reproduce or permit the reasonable reconstruction of Partner Content. Sample previews retained under Section 3.5 are deleted with the listing.

8.4. Final Payout

Spartera's obligation to remit payouts to Partner ceases upon the effective date of termination, provided that Spartera shall issue a final payment for all usage recorded up to the exact moment the Partner Connection is severed. Spartera may withhold final payouts for up to ninety (90) days following termination to allow for the resolution of any pending chargebacks, disputes, or investigations, consistent with the Marketplace Terms, Section 12. This standard withholding period does not apply to terminations under Section 8.6, which are governed by the accelerated payout timeline set forth therein.

8.5. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. Disputes arising out of or relating to this Agreement are subject to the binding arbitration and class action waiver provisions set forth in the Marketplace Terms, Section 14.

8.6. Termination for Any Reason; Accelerated Payout

Notwithstanding Section 8.1, Spartera may terminate this Agreement and Partner's account at any time, for any reason or no reason, effective immediately upon written notice to Partner. Within ten (10) business days of a termination under this Section 8.6, Spartera shall remit to Partner all accrued and undisputed amounts owed as of the effective date of termination, provided that Spartera may continue to withhold, consistent with Section 8.4, any specific amount that is the subject of a good-faith pending chargeback, refund, or dispute investigation under Section 7.4. This Section 8.6 is intended, among other purposes, to give Spartera a prompt and orderly means of parting ways with a Partner who does not wish to accept a change made under Section 8.2, while ensuring the Partner is paid in full for all undisputed activity to date.

8.7. Assignment; Change of Control

Partner may assign this Agreement in its entirety to a successor in interest by merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity, without Spartera's consent, upon written notice to Spartera within ten (10) business days after closing. Partner may not otherwise assign or transfer this Agreement, in whole or in part, without Spartera's prior written consent, which shall not be unreasonably withheld. Spartera may assign this Agreement without restriction. This Section 8.7 supersedes the Assignment provision of the Marketplace Terms, Section 16, with respect to Partner. Upon a permitted assignment, Partner Content remains actively listed and continues to generate revenue without interruption. The successor shall complete Stripe Connect onboarding and identity verification in its own name within sixty (60) days after closing. Amounts accruing during that transition period are accrued and held, are not forfeited, and are disbursed in the ordinary course upon completion of onboarding. Spartera may suspend or delist Partner Content under this Section only if: (a) the successor fails to complete Stripe Connect onboarding within the transition period; or (b) the successor is a person or entity with whom Spartera is prohibited from transacting under applicable sanctions, export control, or other law. Spartera shall provide written notice before any suspension under clause (a).

9.1. Non-Exclusive Distribution

Distribution of Partner Content through the Marketplace is non-exclusive. Partner may list Partner Content on other marketplaces and distribution platforms, and may sell, license, or otherwise distribute Source Data, Derived Data, and Partner Content directly to its own customers, without restriction under this Agreement.

9.2. Price Parity

During the term of this Agreement, and with respect to Partner Content actively listed on the Marketplace, Partner shall not offer the same or substantially similar Partner Content on any other third-party marketplace or reseller platform at a buyer-facing price lower than the List Price on the Marketplace. This Section 9.2 does not apply to: (a) Partner's direct sales to its own customers, through any channel and on any terms; (b) raw or un-transformed Source Data; (c) Partner Content not actively listed on the Marketplace; or (d) individually negotiated enterprise agreements. Partner may cure a discrepancy under this Section by adjusting its List Price on the Marketplace. A discrepancy that Partner cures within fifteen (15) days after written notice is not a breach.

9.3. Optional Exclusive Analytics Distribution

Partner may elect Exclusive Analytics Distribution status, for some or all Partner Content, by separate written agreement with Spartera. Where elected, Partner appoints Spartera as its exclusive third-party platform for the commercial distribution of the covered Partner Content, and Spartera applies an increased Partner Share to that Partner Content as set forth in the election. An exclusivity election does not restrict Partner's direct sales to its own customers, nor the distribution of raw or un-transformed Source Data, nor the distribution of Partner Content not covered by the election. Either party may terminate an exclusivity election upon thirty (30) days' written notice, after which the standard Partner Share under Section 2.3 applies to the affected Partner Content. Any exclusivity election terminates automatically upon termination or expiration of this Agreement.

10.1. Consent to Receive Communications

By registering for and accessing the Spartera Seller Application, Partner consents to receive marketing and operational communications from Spartera. These communications may include, but are not limited to: platform feature announcements and product updates, seller-specific newsletters and best practice guides, marketplace performance reports and monetization opportunities, promotional campaigns in which Partner Content may be featured, and other information Spartera determines may be of value to Partners.

10.2. Opt-Out

Partner may opt out of marketing communications at any time by: (a) clicking the "unsubscribe" link included in any marketing email; (b) emailing [email protected] with "Unsubscribe" in the subject line; or (c) updating communication preferences within the Seller Application account settings. Opting out of marketing communications does not affect Partner's receipt of transactional or agreement-related notices (such as payout confirmations, material change notifications required under Section 8.2, or termination notices), which Spartera is obligated to deliver regardless of marketing preferences.

10.3. General Terms Reference

The full canonical marketing communications policy, including additional opt-out mechanisms and information about how Spartera uses personal data, is set forth in the Marketplace Terms at marketplace.spartera.com/terms and the Privacy Policy at spartera.com/privacy.

11.1. Surviving Provisions

The following provisions survive any termination or expiration of this Agreement: Section 3 (Intellectual Property & Licensing, including the perpetual Buyer Licenses under §3.4, the AI training licenses granted to Buyers under §3.6 in respect of events occurring prior to termination, Spartera's ownership of Platform Derived Works under §3.5 and §3.7, and Partner's ownership of products created under §3.8); Section 5 (Compliance, Data Standards & Professional Conduct, with respect to representations and certifications as of the date of termination, and including the indemnification obligations in Section 5.7, which survive in full); Section 7 (Revenue and Payouts, with respect to amounts accrued through the effective date of termination, including the statement finality provisions of Section 7.7); Section 8.3 (Effect of Termination & Data Destruction); Section 8.4 (Final Payout); Section 8.5 (Governing Law); Section 8.6 (Termination for Any Reason; Accelerated Payout); Section 8.7 (Assignment; Change of Control); this Section 11; and Section 12 (Notices). Section 9 (Distribution Model and Price Parity) does not survive termination.

12.1. Notice Delivery

Official notices under this Agreement shall be delivered by email: to Spartera at [email protected], and to Partner at the email address on file in Partner's Seller Application account. Either party may update its notice address by providing written notice to the other party. Routine operational communications may be delivered through the Seller Application or to the operational contact email designated by the receiving party.