Last Updated: Jun 9th, 2025

These B-Stock Solutions Terms and Conditions (the “Agreement”) are entered into between B-Stock Solutions, LLC, a Delaware limited liability company, whose principal place of business is 2121 S El Camino Real Suite 500, San Mateo, CA 94403 (“B-Stock”), and the party identified as the “Company” in the Order Form referencing this Agreement or in the signatures to this Agreement (the “Company”). By accepting this Agreement, either through executing an Order Form that references this Agreement or by signing this Agreement directly, Customer agrees that its use of the Services (as defined below) is subject to and bound by the terms and conditions of this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. You may not use the Services if you do not have such authority.

1. DEFINITIONS

   The following capitalized terms will have the following meanings whenever used in this Agreement:

   1.1 “B-Stock Marks” means the B-Stock trademarks, tradenames, service marks, tag lines, logos, and other branding elements used in the performance of this Agreement.

   1.2. “B-Stock Technology” means all computer programs, software, hardware, processes, algorithms, user interfaces, know-how, trade secrets, inventions, works of authorship, and other tangible and intangible technical material or information that is owned by or licensed to B-Stock, together with all improvements, enhancements, modifications, and derivative works of the foregoing.

   1.3. “Buyer” means an End User who is the winning bidder or purchaser of Inventory. Buyer may also be referred to as a “Winning End User.”

   1.4. “Company Marks” means the trademarks, tradenames, service marks, tag lines, logos, and other branding elements of Company which have been approved by Company for display on and in connection with the Services.

   1.5. “End User” means a business entity that accesses or uses the Services for the purpose of viewing, bidding upon and/or purchasing Inventory.

   1.6. “End User Data” means all information submitted to B-Stock by an End User or generated by B-Stock in connection with the use by an End User of the Services.

   1.7. “GMV” means the actual sale price (i.e. the winning bid or purchase price) at which the Inventory is sold, excluding amounts paid for shipping or similar charges, sales taxes, and other additional transaction charges

   1.8. “Intellectual Property Rights” means any and all now known or hereafter existing (i) rights associated with works of authorship, including copyrights and moral rights, (ii) trademarks, trade names, service marks, service names, and other indicia of origin, (iii) trade secret rights, (iv) patents, patent rights, and industrial property rights, (v) other similar proprietary rights in intellectual property of every kind and nature, and (vi) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisionals, foreign counterparts, reexaminations,andreissuesofanyoftheforegoing,ineachcaseinanyjurisdictionthroughout the world.

   1.9. “Inventory” means the items offered for sale by Company through the Services.

   1.10. “Inventory Information” means information relating to Inventory that Company provides to B-Stock to publish in a Listing, which may include but is not limited to, prices, descriptions, photographs, quantities, pallet weights, dimensions, and locations.

   1.11. “Listing” means a webpage on the Services relating to a specific item of Inventory, which contains the Inventory Information and on which an End User may place a bid for such Inventory.

   1.12. “Order Form” means a B-Stock order form pursuant to this Agreement (which may be electronically submitted) that sets forth the applicable fees, Term start and end dates, and other terms and conditions applicable to Company’s use of the Services.

   1.13. “Services” means the B-Stock services specified in Section 2.1 and, if applicable, Section 2.2.

   1.14. “Term” means collectively, the Initial Term and any Renewal Term(s), as defined under Section 10.1 of this Agreement.

2. SERVICES

3. 2.1. Services. Subject to Company’s continued compliance with the terms and conditions of this Agreement, B- Stock grants Company a limited, non-transferable, non-exclusive, and personal right to access and use the Services. Such access and use must be made in conformance with the terms and conditions of this Agreement and any instructions provided by B-Stock to Company. B-Stock will provide to Company those Services identified in the applicable Order Form”, and Company shall provide reasonable assistance and cooperation to B-Stock necessary to facilitate B-Stock’s provision of the Services. In the event of a conflict between the Order Form and this Agreement, the terms of the executed Order Form shall take precedence over the body of this Agreement.

   2.2. Professional Services. Company may request additional services beyond the scope of Services explicitly set forth in the applicable Order Form by providing written notice of such request to B-Stock (“Professional Services”). B-Stock shall have no obligation to provide any Professional Services, and Company shall have no obligation to pay for any Professional Services, unless the parties have entered into a separate written agreement setting forth the nature, cost, duration, scope, and deliverables of such Professional Services (a “Professional Services Addendum”). Professional Services provided pursuant to any such Professional Services Addendum shall be included in the definition of “Services” and subject to the terms of this Agreement.

4. RESTRICTIONS.

5. 3.1 Company shall not and shall ensure that its agents, employees and sub-contractors shall not: (a) copy, download, modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the B-Stock Technology, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to B-Stock; (b) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing, or otherwise commercially exploit or make the Services and/or B-Stock Technology available, to any third party; (c) access the Services by any means other than as provided by B-Stock, or authorize or encourage any third party to employ any robot, spider, data miner, wanderer, crawler or other automatic device or manual process to copy or monitor the Services; (d) make any representations to third parties related to the availability or performance of the Services that are inconsistent with the terms of this Agreement.

   3.2 Company shall not: (a) offer or deliver Inventory that in any way, violates or infringes upon the intellectual property, personal or proprietary rights (e.g., copyrights, trademarks, patents, trade secrets or confidentiality obligation) of any third party (including, without limitation, counterfeit Inventory); (b) offer or deliver Inventory that is illegal in any jurisdiction where the Inventory is offered or delivered; (c) engage in any other illegal or fraudulent activities in connection with the offering or sale of Inventory; and/or (d) engage End Users from the Services in transactions outside of the Services as a way to circumvent payment to B-Stock of fees associated with the Services.

   3.3 Company shall not (i) bid on its own Inventory; or (ii) encourage, induce or otherwise allow Company’s employees, directors, contractors, agents or affiliates (and their respective affiliates and family members) to bid on Inventory with the intent (as solely determined by B-Stock) to artificially raise the price or desirability of Company’s Listings.

   3.4 Company acknowledges that in addition to any rights B-Stock has under law or equity, to the extent Company violates this Section 3 or any other restrictive covenants on Company, B-Stock may (a) seek injunctive relief in a court of competent jurisdiction and (b) notify law enforcement or any government agencies to the extent Company violates any rules, law or regulation (e.g., the offer or sale of counterfeit Inventory).

6. FEES; TAXES; THIRD-PARTY COSTS; INVOICES.

7. 4.1. Fees. Company will pay fees for the Services as set forth in the applicable Order Form, according to the payment terms set forth therein. Unless otherwise set forth in the Professional Services Addendum, fees for Professional Services, as well as all authorized expenses set forth in the Professional Services Addendum, will be invoiced monthly in arrears.

   4.2. Payment Card Authorization. In the event Company utilizes a payment card for fees due for Services: (a)CompanywillprovideB-Stockwithvalid,up-to-datepaymentcardor otherpaymentinformation;(b)Company authorizes B-Stock to charge its payment card or other payment method for fees Company incurs from using theServicesastheybecomedueand payable;(c)Companyisresponsibleformaintainingup-to-datepayment information; (d) if B-Stock cannot charge Company for fees when due because Company’s payment information is no longer valid, or if B-Stock does not receive payment when due, Company acknowledges that B-Stock may make the Services unavailable to Company, and neither B-Stock nor its third-party service providers will be responsible for any failure to provide Services associated with those fees. All fees paid for Services are non-refundable.

   4.3. Fee Adjustments. B-Stock reserves the right to increase the Platform Fees and Transactions Fees as set out on the Order Form from time to time, provided that any such price increases will take effect only upon the renewal of the contract term. B-Stock will provide notice to Company of any such fee increases at least 60 days prior to the end of the Initial Term or then current Renewal Term.

   4.4. Taxes on Services. Fees for Services and Professional Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively, “Taxes”). Company is responsible for paying all Taxes associated with its receipt of Services and Professional Services, if any. If B-Stock is obligated by law to pay or collect Taxes for which Company is responsible, B-Stock will invoice Company and Company will pay that amount of such Taxes, including any penalties and interest as well as any costs associated with the collection or withholding thereof, including reasonable attorneys’ fees. B-Stock is solely responsible for taxes assessable against its income, property, and employees.

   4.5. Third Party Costs and Services. In the event Company requests that B-Stock implement or use any third- party services or applications in connection with the Services, such third-parties may charge Company additional fees pursuant to their own sales orders and terms and conditions. Company shall be solely responsible for all fees, costs, and expenses associated with such third-party services or applications. If B- Stock pays any such fees, costs, or expenses on Company’s behalf, B-Stock will invoice Company for the amounts paid and Company will pay that amount. Notwithstanding the generality of the foregoing, the Services may facilitate payment processing through a licensed “Payment Processing Provider” for applicable transactions. The Payment Processing Provider may charge Company separate fees in accordance with its terms and conditions. The Payment Processing Provider is an independent third party with no affiliation with B-Stock. Accordingly, B-Stock shall have no liability for the Payment Processing Provider’s acts or omissions, and Company’s sole recourse shall be against such Payment Processing Provider. Company may be required to register with the Payment Processing Provider in order to receive Listing proceeds. Registration with the Payment Processing Provider may require that Company agree to the Payment Processing Provider’s terms and conditions, fees, and privacy practices, all of which are independent from the terms of this Agreement and over which B-Stock has no control. B-Stock reserves the right to change the Payment Processing Provider at any time.

   4.6. Invoices. Unless otherwise set out in the applicable Order Form, payment for all invoiced amounts is due within forty-five (45) days of the date of the invoice.

8. PROPRIETARY RIGHTS; PRIVACY.

9. 5.1. B-Stock Marks and B-Stock Technology. B-Stock retains all rights, title, and interest, including all Intellectual Property Rights, in and to the B-Stock Marks, B-Stock Technology, and any and all technology developed by B-Stock or licensed to B-Stock by its third-party service providers pursuant to or in connection with this Agreement and the transactions contemplated hereby. Company receives no title to or ownership of any B- Stock Marks or B-Stock Technology. By way of clarification and not limitation, Company acknowledges that all the Intellectual Property Rights underlying all or a part of the Services shall belong exclusively to B-Stock and its third party suppliers. There are no implied licenses under this Agreement, and any rights not expressly granted to Company hereunder are reserved by B-Stock or its third-party suppliers. Company will not exceed the scope of the licenses granted hereunder. If by operation of law or otherwise Company acquires any such rights, Company will upon request assign all such rights to B-Stock without consideration. B-Stock may update or make changes to the B-Stock Technology from time to time, provided such updates or changes do not materially diminish any features or functionality of the Services.

   5.2. Company Marks and Inventory Information. Company retains all right, title, and interest, including all Intellectual Property Rights, in and to the Company Marks and Inventory Information. Company is solely responsible for all Inventory Information submitted to B-Stock and assumes all risks associated with End Users’ reliance on its accuracy, completeness or usefulness, or any disclosure of Inventory Information. Company will not include third-party content in Inventory Information unless Company has the consent of the applicable third- party owner of such content. Company may not state or imply that Inventory Information is in any way provided, sponsored, or endorsed by B-Stock. Company acknowledges and agrees that B-Stock is not responsible for verifying the accuracy or truthfulness of any Inventory Information, and B-Stock makes no warranties or guarantees regarding the accuracy, currency, suitability, or quality of any Inventory Information submitted or approved by Company. Company hereby grants B-Stock a revocable, non-exclusive, non- transferable, non-sub-licensable right and license, during the Term, to reproduce and display the Company Marks and Inventory Information solely in order to provide the Services. B-Stock will comply with any written trademark use guidelines provided by Company to B-Stock. All use of Company Marks by B-Stock in connection with provision of the Services shall inure solely to the benefit of Company.

   5.3. End User Data. B-Stock retains all right, title, and interest in and to End User Data. Upon an End User becoming a Buyer, B-Stock will provide to Company such End User Data of the Buyer as is necessary for CompanytoconcludethepurchaseoftheapplicableInventoryandfulfill deliveryoftheInventorytotheBuyer, and B-Stock hereby grants to Company a non-sub-licensable right and license to use such End User Data solely for such purposes. End User Data constitutes the Confidential Information of B-Stock.

   5.4.ReservationofRights.Eachpartyreservesanyrightsnotexpresslygrantedinthis Agreementanddisclaims all implied licenses, including, without limitation, implied licenses to trademarks, copyrights, trade secrets, and patents.

   5.5. B-Stock Data; Privacy Policy. Company acknowledges and agrees that all information, metrics, and data generated or tracked by the Services as a result of Company’s use of the Services shall belong exclusively to B-Stock, and B-Stock may use such information for any purpose, commercial or otherwise. By way of example and not limitation, B-Stock may track general purchase information about Buyers (e.g., average price of purchased Inventory), and B-Stock may exploit such information for any purpose. Personally identifiable information of End Users is subject to B-Stock’s Privacy Policy located at https://www.bstocksupply/privacy which is incorporated herein by reference.

   5.6. References to Company. B-Stock may not use the Company Marks in presentations, marketing materials, customer lists, financial reports, and website listings (including links to Company’s website) for the purpose of advertising or publicizing Company’s use of the Services without prior written consent of Company in each instance. B-Stock will comply with any written trademark use guidelines provided by Company to B-Stock. All use of Company Marks by B-Stock in connection with provision of the Services shall inure solely to the benefit of Company.

10. CONFIDENTIAL INFORMATION

11. 6.1. Definition. “Confidential Information” refers to the following items one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any information in tangible form that Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within ten (10) business days; and (c) any Intellectual Property Rights or other non-public, sensitive, or proprietary information Recipient knows or should reasonably consider a trade secret or otherwise confidential or proprietary information of the other party considering the nature of the information and the circumstances surrounding its disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independentlydevelopedbyRecipientwithoutuseoforreferenceto ConfidentialInformationofDiscloser;(iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. The terms of this Agreement shall be deemed the Confidential Information of B-Stock.

    6.2. Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to facilitate the transactions contemplated by this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and has executed a nondisclosure or other agreement with Recipient with terms no less restrictive than those of this Section 6; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similarnatureandimportance,butwithnolessthanreasonablecare. RecipientshallpromptlynotifyDiscloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense. Without limiting the foregoing, and subject to compliance with applicable law, Recipient agrees to notify the Discloser in the event any element of this Agreement may need to be disclosed pursuant to any regulatory or other disclosure requirement, and to further seek confidential treatment requested by the other with respect to certain confidential elements of the Agreement and any documents related thereto (including information relating to fees, payments, and integration) in any governmental or public filings.

    6.3. Injunctive Relief. Recipient agrees that breach of this Section 6 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

    6.4. Termination. Upon termination of this Agreement or the earlier request of the Discloser, the Recipient will destroy or return to the Discloser all Confidential Information of the Discloser and all documents or media containing any such Confidential Information of Discloser and any and all copies or extracts thereof; provided, however, that Recipient shall not be required to erase any Confidential Information of the Discloser stored electronically as part of an archival back-up system maintained by the Recipient in the ordinary course of business. The obligations of clause 6.2, above, will terminate three (3) years after the effective date of termination or expiration of this Agreement; provided that any obligations related to Confidential Information constituting Discloser’s trade secrets will continue for so long as such Confidential Information remains subject to trade secret protection pursuant to applicable law.

    6.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Except to the extent that another section of this Agreement specifically provides to the contrary, Discloser will retain all right, title, and interest in and to all Confidential Information.

12. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER

13. 7.1. Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to grant the licenses and perform the obligations set forth herein without the further consent of any third party; (b) this Agreement has been duly authorized, executed and delivered by such party; and (c) it will comply with all applicable federal and state laws, rules and regulations in its performance under this Agreement.

    7.2. B-Stock Representations and Warranties.B-Stock represents and warrants to Company that the Services will substantially conform with the specifications set forth in the Order Form under normal use and circumstances. In the event Company provides B-Stock with a written notification of breach of the warranty in this Section 7.2, B-Stock will use reasonable efforts to remediate the non-conformity, or re-perform the Services, as applicable, within a commercially reasonable time-period. The preceding sentence, in conjunction withCompany’srightto terminatethisAgreementforbreachwhereapplicable,statesCompany’ssoleremedy and B-Stock’s entire liability for breach of the warranty in this Section 7.2.

    7.3.Company Representations and Warranties. Company represents and warrants to B-Stock that: (a) it owns, or has obtained all rights necessary to offer, distribute, sell and otherwise make available the Inventory (and its Inventory Information); (b) the Inventory (and its Inventory Information) and the offering, distribution, and/or sale of the Inventory does not violate any applicable law, regulation, or restriction on sale and does not infringe or violate the rights of any third-party, including any third-party’s copyrights, trademarks, services marks, trade dress, patents, or personal or proprietary rights; (c) the Inventory does not contain personally identifiable information of any third party; and (d) the Inventory does not contain items which have been identified as lost or stolen.

    7.4. WARRANTY DISCLAIMER. EXCEPT AS SET FORTH IN SECTIONS 7.1, 7.2, and 7.3, ABOVE, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY PROVIDES TO THE OTHER ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSEOFDEALING,COURSEOFPERFORMANCE,ORUSAGEOF TRADE.WITHOUTLIMITINGTHE GENERALITY OF THE FOREGOING: (A) B-STOCK DOES NOT REPRESENT OR WARRANT THAT THE STOREFRONT WILL PERFORM WITHOUT NTERRUPTION OR ERROR; AND (B) B-STOCK DOES NOT REPRESENT OR WARRANT THAT THE STOREFRONT OR DATA WILL BE COMPLETELY SECURE FROM UNAUTHORIZED ACCESS, COPYING, TRANSMISSION, VIEWING, THEFT, OR USE.

14. INDEMNIFICATION

15. 8.1.Indemnification by B-Stock.B-Stock will defend, indemnify, and hold Company harmless from and against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys’ fees (each a “Claim”) which Company may incur as a result of any third party actions arising from or relating to: (a) breach of any of B-Stock’s representations, warranties or covenants herein; and (b) the misappropriation or infringement of such third-party’s Intellectual Property Rights by the B-Stock Marks or B-Stock Technology. The indemnification in Section 8.1(b) will be B-Stock’s sole and exclusive obligation and Company’s sole and exclusive remedy as a result of any third-party actions arising from B-Stock’s misappropriation or infringement of third party Intellectual Property Rights.

    8.2.IndemnificationbyCompany.Companywilldefend,indemnify,andholdB-Stock harmlessfromandagainst any and all Claims which B-Stock may incur as a result of any third party actions arising from or relating to: (a) breachofanyofCompany’srepresentations, warrantiesorcovenantsherein;(b)InventoryInformation,except to the extent B-Stock modified such Inventory Information and the Claim would not have arose but for such modification; (c) sale to, or use of any Inventory by, a third party and any damages resulting therefrom, including without limitation property damage, personal injury and/or death; (d) Company’s breach of the User Agreement, other than a breach caused solely by the actions of B-Stock; (e) Company’s delay or failure to remit to applicable taxing authorities any sales, use, excise, value-added, or similar tax or duty arising from the sale of Inventory which Company is legally obligated to remit; and (f) the misappropriation or infringement of such third-party’s Intellectual Property Rights by any Inventory, Inventory Information, or Company Marks. The indemnification in Section 8.2(f) will be Company’s sole and exclusive obligation and B-Stock’s sole and exclusive remedy as a result of any third-party actions arising from misappropriation or infringement of third- party Intellectual Property Rights.

    8.3. Conditions to Indemnification.The obligations of the indemnifying party (“Indemnitor”) pursuant to Sections 8.1 and 8.2, above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (a) will be excused to the extent that the other party (“Indemnitee”) fails to provide prompt notice of the Claim or fails to reasonably cooperate with Indemnitor and such failure materially prejudices the defense of the Claim. Indemnitor will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided that Indemnitee will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. The Indemnitee will have the right to participate in the defense of any Claim using attorneys of its choice and at its own expense.

16. LIMITATIONS OF LIABILITY

17. 9.1. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) LOSS OF REVENUE, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS; OR (C) LOSS OR CORRUPTION OF DATA.

    9.2.B-STOCKWILLNOTBELIABLETOCOMPANYFOR:(A)ANYERRORSOR OMISSIONSARISINGFROM THE LISTING OF INVENTORY THROUGH THE STOREFRONT UNLESS DUE TO B-STOCK’S NEGLIGENCE; (B) LOSSES OR DAMAGES ARISING FROM THE USE OF INVENTORY BY ANY THIRD PARTY, INCLUDING PROPERTY DAMAGE, PERSONAL INJURY AND/OR DEATH; OR (C) LOSSES OR DAMAGES ARISING FROM ANY CLAIMS RELATED TO THE TRANSPORTATION OR DELIVERY OF INVENTORY TO A WINNING END USER, INCLUDING, WITHOUT LIMITATION, ANY FAILURE, DELAY, OR INTERRUPTION IN THE DELIVERY OF INVENTORY TO A WINNING END USER.

    9.3.EXCEPTFOREACHPARTY’SOBLIGATIONSUNDERSECTION6(CONFIDENTIAL INFORMATION)AND SECTION8(INDEMNIFICATION),ANDCOMPANY’SOBLIGATIONTOPAY FEESANDOTHERAMOUNTS TO B-STOCK PURSUANT TO THIS AGREEMENT, A PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISINGOUTOFORRELATEDTOTHISAGREEMENTWILL NOTEXCEEDONEHUNDREDTHOUSAND DOLLARS ($100,000). THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES INCONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT.

    9.4. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL APPLY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; (B) EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION; AND (C) NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. If applicable law limits the application of the provisions of this Section 9, a party’s liability will be limited to the maximum extent permissible.

18. TERM AND TERMINATION

19. 10.1. Term. The Agreement will commence on the Effective Date and continue in effect for the period set forth in the Order Form, unless earlier terminated as provided herein (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive terms of the same duration as the Initial Term (each a “Renewal Term”) unless either party provides written notice to the other party of its intent to not renew this Agreement at least thirty (30) days prior to the expiration of the then-current Term.

    10.2. Termination for Cause.A party may terminate this Agreement: (a) in the event of a material breach of this Agreement by the other party if the non-breaching party provides written notice to the other party specifying the nature of the breach and the breach remains uncured for thirty (30) days following the receipt by the breaching party of the written notice; or (b) if the other party (i) ceases doing business in the normal course; (ii) is the subject of any state or federal proceeding (whether voluntary or involuntary) relating to its bankruptcy, insolvency or liquidation that is not dismissed within ninety (90) days; or (iii) makes an assignment for the benefit of creditors or a receiver is appointed for a substantial part of other party’s assets. Notwithstanding the foregoing, B-Stock may terminate this Agreement immediately: (a) if Company breaches a material term of this Agreement that is incapable of cure; (b) to comply with applicable law; or (c) to avoid or mitigate any potential liability owed to third parties; provided that B-Stock provides notice of such termination promptly after exercising such immediate termination right.

    10.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted by either party to the other party hereunder shall terminate; (b) B-Stock will deactivate Company’s account and cease providing the Services; (c) B-Stock will cease placing Listings on Company’s behalf and (d) Company will complete any pending transactions per the terms of their respective Listings unless B-Stock instructs otherwise. Notwithstanding any termination or expiration of this Agreement, if Company has elected to have B-Stock collect payments from Buyers, then for five (5) days following termination or expiration, B- Stock will continue its efforts to collect payments for Listings that concluded prior to termination or expiration but for which payment has not yet been received from the Buyers.

    10.4. Suspension. B-Stock may suspend Company’s access to the Services if B-Stock has a good faith belief that (i) Company is in material breach of this Agreement, including without limitation a failure to pay any amounts due under this Agreement when due, (ii) such suspension is necessary to reduce exposure to third party claims, or (iii) a suspension is necessary to comply with any applicable law.

    10.5. Survival. Those clauses of this Agreement which by their express terms, or by their nature should survive the expiration or termination of this Agreement shall so, including without limitation clauses 1, 4, 5, 6, 7.4, 8, 9, 10.3, 11, and 12.

20. INSURANCE

21. 11.1. Insurance Coverage. B-Stock shall maintain, throughout the Term of this Agreement and extending for two (2) years following the expiration or termination of the Agreement, insurance policies providing the following coverage: (i) commercial general liability insurance (including product liability and completed operations liability) with annual limits of liability of not less than one million dollars ($1,000,000) combined single limit per occurrence and two million dollars ($2,000,000) annual aggregate; (ii) workers compensation providing statutory benefits in accordance with the laws and regulations in all jurisdictions in which B-Stock operates; (iii) business auto liability insurance covering owned, non-owned, and hired autos with limits of not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage liability; (iv) umbrella excess liability coverage with a limit of not less than three million dollars ($3,000,000) for bodily injury and property damage liability; and (v) technology errors & omission (technology liability insurance, intellectual property infringement, and data protection liability insurance (cyber liability)) covering liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering or in connection with the services provided under this Agreement, with limit of not less than five million dollars ($5,000,000) for each and every claim and in the aggregate.

    11.2. Certificates. At Company’s request, B-Stock shall furnish to Company certificates evidencing that the foregoing policies are in effect.

22. GENERAL TERMS

23. 12.1. Notice. Any notice permitted or required under this Agreement will be made in writing and delivered by personal delivery, overnight courier, or first-class certified or registered mail, return receipt requested, and will be deemed given (a) upon personal delivery, (b) one business day after deposit with an overnight courier, and (c) three business days after deposit in the mail if sent via certified or registered mail, return receipt requested, with proper postage prepaid. Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this provision.

    12.2. Publicity and Press Release. Except as permitted under Section 5, neither party will make any public statement or press release relating to this Agreement without the prior written approval of the other party.

    12.3. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the partner or agent of the other, and neither may legally bind the other. No B-Stock employee or contractor will be an employee of Company, and B-Stock shall be responsible for providing all employment rights and benefits to which such persons may be entitled, including, but not limited to: (a) federal, state, and local income and employment taxes and social security contributions; (b) workers’ compensation, health benefits, vacation pay, holiday pay, retirement benefits, pension benefits, disability benefits; and (c) insurance.

    12.4. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder to an unaffiliated third party without the other party’s prior written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in an acquisition of all or substantially all of that party’s assets. An assignment authorized pursuant to the preceding sentence shall not become effective unless and until the assignee agrees in writing to be bound by all the assigning party’s rights and obligations set forth in this Agreement.

    12.5. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

    12.6. Force Majeure. No delay, failure, or default will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, acts of nature, pandemics, strikes, riots, embargoes, or other causes beyond the performing party’s reasonable control.

    12.7. No Third-Party Beneficiaries. Except as otherwise expressly provided for in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to create any rights in, or confer any benefits upon, any person or entity other than the parties to this Agreement.

    No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit, written waiver.NowaiverorabreachofthisAgreement willconstituteawaiverofanyotherbreachofthisAgreement

    12.9. Choice of Law; Jurisdiction; Attorneys’ Fees. This Agreement will be governed by the internal laws of the State of New York, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the Southern District of New York, New York. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement.

    12.10.Service Providers. Company acknowledges that B-Stock is entitled to subcontract any of its contractual obligations related to the provision of services described herein to third parties selected by B-Stock. In addition, Company acknowledges and agrees that the B-Stock servers on which the Services are hosted are located at the facilities of third parties in the United States.

    12.11. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

    12.12. Entire Agreement. This Agreement, including all exhibits and addenda attached hereto, sets forth the entire understanding and agreement of the parties and supersedes all oral or written agreements or understandings between the parties. This Agreement may be changed only by a writing signed by both parties. No text or information set forth on any other purchase order, preprinted form, or document (other than the executed Order Form) shall add to or vary the terms and conditions of this Agreement.