SourceLink Marketplace Participation Agreement

SourceLink Technologies LLC

This Agreement governs Supplier’s participation in the SourceLink marketplace platform made available at sourcelinkapp.com and any related interfaces, applications, and services (collectively, the “Service”). This Agreement is supplemental to, and must be read together with, the SourceLink Terms of Service (the “Terms”) and the SourceLink Privacy Policy (the “Privacy Policy”). By accepting this Agreement or otherwise activating a supplier account on the Service, Supplier agrees to be bound by this Agreement.

SECTION 1. PURPOSE, SCOPE, AND ACCEPTANCE

1.1 Purpose

This Agreement sets forth the terms under which Supplier participates in the SourceLink marketplace as a provider of manufacturing, fabrication, sourcing, or related industrial goods or services. It governs Supplier’s onboarding, creation and maintenance of listings, use of messaging and inquiry tools, use of paid or premium features (if any), and Supplier’s commercial and legal responsibilities in connection with its participation on the Service.

1.2 Scope

This Agreement applies only to Supplier’s role as a supplier on the Service. It does not govern SourceLink’s relationship with buyers, visitors, or other users of the Service, who are subject to the Terms, the Privacy Policy, and any other applicable policies posted by SourceLink from time to time.

1.3 Acceptance

Supplier accepts this Agreement by any of the following: (a) clicking “I Agree,” “Accept,” or a similar affirmative control during supplier onboarding; (b) activating or publishing a supplier listing on the Service; (c) creating or maintaining a supplier account; or (d) executing a written or electronic counterpart of this Agreement. The individual accepting this Agreement represents that such individual is at least eighteen years of age and has full authority to bind Supplier.

1.4 Relationship to the Terms and Privacy Policy

Supplier is also bound by the Terms and the Privacy Policy. The Terms remain the public platform-use agreement applicable to all users of the Service, and the Privacy Policy remains the public privacy notice applicable to personal information handled by SourceLink. This Agreement governs supplier-specific operational and commercial matters. In the event of a direct conflict between this Agreement and the Terms with respect to a supplier-specific subject matter, this Agreement controls. In all other respects, the Terms and the Privacy Policy remain in full force and effect.

1.5 Modifications

SourceLink may modify this Agreement from time to time by posting an updated version on the Service or notifying Supplier through the supplier account, by email, or by another reasonable means. Supplier’s continued participation on the Service after the effective date of an updated Agreement constitutes Supplier’s acceptance of the updated Agreement. If Supplier does not agree to an update, Supplier must discontinue participation on the Service, cancel any paid features in accordance with their terms, and close its supplier account.

SECTION 2. SOURCELINK’S ROLE

2.1 Marketplace Technology Platform

SourceLink provides a business-to-business marketplace technology platform that enables Supplier to publish listings, share capability and profile information, receive inquiries, and communicate with prospective buyers. SourceLink is not, by virtue of operating the Service, the manufacturer, seller, distributor, reseller, shipper, carrier, broker, insurer, warehouseman, customs agent, quality inspector, or party to any transaction between Supplier and any buyer or user of the Service.

2.2 No Guarantee of Commercial Outcomes

SourceLink does not guarantee, and makes no commitment regarding, any specific number or quality of inquiries, leads, requests for quote, transactions, revenue, ranking position, visibility, response rate, buyer conduct, buyer creditworthiness, payment, repeat business, or any other commercial outcome. Any subscription, paid feature, or premium visibility purchased by Supplier provides access to platform tools and does not constitute a guarantee of business results.

2.3 No Responsibility for Underlying Transactions

All transactions, negotiations, quotes, purchase orders, contracts, deliveries, payments, warranties, recalls, and disputes between Supplier and any buyer are the sole responsibility of the Parties to those transactions. SourceLink does not review, verify, endorse, guarantee, or assume responsibility for any such matter, and SourceLink is not a party to any resulting contract. Supplier is solely responsible for the legality, quality, safety, fitness, labeling, documentation, export compliance, and delivery of any goods or services it offers. SourceLink's liability for any claims arising from or related to this Agreement is limited to direct damages only. SourceLink shall not be liable for any consequential, incidental, special, or punitive damages, including but not limited to lost profits or business interruption, even if advised of the possibility of such damages.

2.4 Limited Platform Role in Disputes

SourceLink’s role in buyer-supplier disputes is limited to the operation of the Service. SourceLink may, at its discretion, provide general platform information, route communications, or take content-moderation or account actions in response to a dispute. SourceLink does not act as mediator, arbitrator, adjudicator, escrow agent, or guarantor in connection with any such dispute.

SECTION 3. ONBOARDING AND ELIGIBILITY

3.1 Eligibility

Supplier represents that it is a legally existing business entity or a natural person operating a legitimate business, and that it is authorized under applicable law to conduct the activities it offers through the Service. Supplier must not be located in, or organized under the laws of, any country or jurisdiction that would make Supplier’s participation on the Service unlawful, and must not be a restricted, blocked, denied, or sanctioned party under applicable export-control, sanctions, or trade laws.

3.2 Onboarding Information

Supplier shall provide accurate, complete, and current information during onboarding and shall promptly update such information if it changes. Onboarding information may include, without limitation, business name, legal form, ownership and control information, registered address, operating locations, contact details, billing information, tax identification, business registrations, certifications, capabilities, and any additional verification information reasonably requested by SourceLink.

3.3 Verification and Risk Review

SourceLink may, in its discretion, conduct reasonable verification, risk, or compliance review of Supplier and the information Supplier provides, including by consulting publicly available sources or third-party verification services. SourceLink may refuse, restrict, suspend, or terminate Supplier’s participation on the Service at any time if verification, risk, or compliance concerns arise, or if SourceLink determines that participation would be inconsistent with this Agreement, the Terms, applicable law, or SourceLink’s platform-integrity objectives.

3.4 No Partnership or Agency

Nothing in this Agreement creates any partnership, joint venture, franchise, agency, employment, or fiduciary relationship between SourceLink and Supplier. Supplier has no authority to act on behalf of SourceLink, and SourceLink has no authority to act on behalf of Supplier, in any transaction or communication with any third party.

SECTION 4. SUPPLIER ACCOUNTS AND USERS

4.1 Account Responsibility. Supplier is responsible for all activity occurring under its supplier account and for the acts and omissions of any individual who accesses or uses the Service through its account, whether or not authorized by Supplier. Supplier shall keep its login credentials confidential and secure. Supplier agrees to indemnify, defend, and hold harmless SourceLink from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any misuse of the account.

4.2 Authorized Users

Supplier may permit its employees, officers, contractors, or other authorized representatives to access the Service on Supplier’s behalf, provided that each such user complies with this Agreement, the Terms, and applicable law. Supplier is responsible for administering internal access rights, revoking access when appropriate, and maintaining an accurate list of its authorized users.

4.3 Security Incidents

Supplier shall promptly notify SourceLink of any known or suspected unauthorized use of its account, compromise of its credentials, or other security incident affecting its use of the Service. SourceLink may suspend Supplier’s account or require credential resets in response to any actual or suspected security concern.

SECTION 5. LISTINGS AND PARTICIPATION

5.1 Listings

Subject to this Agreement, Supplier may create, publish, and maintain listings, profile pages, capability descriptions, certifications, portfolio materials, logos, images, and related supplier-facing content on the Service (collectively, “Listings”). Supplier may respond to buyer inquiries and requests for quote, use messaging tools, and use visibility, ranking, and search-related features made available to Supplier on the Service.

5.2 Accuracy and Currency

Supplier shall ensure that all Listings and related communications are accurate, current, lawful, and not misleading, and that they are supported by Supplier’s actual business and capabilities. Supplier shall promptly update any Listing that becomes inaccurate or outdated, including with respect to business identity, ownership, locations, certifications, capabilities, tolerances, quality standards, lead times, regulatory status, export classifications, portfolio examples, and any pricing, quoting, or capacity information.

5.3 No Exclusivity

This Agreement does not grant Supplier any exclusive right, territory, category, ranking, visibility, or feature position on the Service. SourceLink may offer comparable or competing supplier participation to any other Supplier and may modify the structure, features, categories, ranking, trust signals, visibility tools, and appearance of the Service at any time, with or without notice.

5.4 Prohibited Content and Conduct

Supplier shall not, directly or indirectly, through the Service or otherwise: (a) publish any false, misleading, deceptive, or unsubstantiated claim; (b) misrepresent ownership, certifications, qualifications, capabilities, capacity, or compliance status; (c) post or procure fake, manipulated, incentivized, or retaliatory reviews, testimonials, or ratings; (d) upload content that infringes or misappropriates any third-party intellectual property, confidentiality, publicity, or contractual right; (e) upload trade secrets, confidential information, or restricted technical materials of any third party without authorization; (f) scrape, harvest, index, or extract data from the Service except as expressly permitted; (g) use bots, crawlers, automated scripts, or other automated means to access or interact with the Service without SourceLink’s prior written consent; (h) transmit malware, disruptive code, or any material that interferes with the Service or other users; (i) use the Service in violation of export-control, sanctions, customs, anti-corruption, anti-spam, privacy, consumer-protection, or other applicable laws; (j) use the Service for any unlawful, harassing, defamatory, discriminatory, or abusive purpose; or (k) engage in any conduct that exposes SourceLink or any other user to legal, security, reputational, or operational harm. Supplier shall indemnify, defend, and hold harmless SourceLink from any third-party claims arising from any prohibited content or conduct under this section and Agreement.

5.5 Cooperation

Upon SourceLink’s reasonable request, Supplier shall provide documentation or other information reasonably necessary to substantiate claims made in its Listings, including certifications, licenses, permits, quality standards, or regulatory status. Supplier’s failure to provide such substantiation within a reasonable period may result in removal of the affected Listing content or other action under Section 11.

SECTION 6. BUYER INFORMATION AND COMMUNICATIONS

6.1 Permitted Use

Supplier may use buyer information obtained through the Service solely to respond to legitimate inquiries received through the Service, to discuss opportunities initiated through the Service, to perform related commercial follow-up consistent with normal marketplace participation, and as otherwise permitted by applicable law. Supplier shall handle such information with appropriate care and in compliance with applicable privacy, data-protection, marketing, and anti-spam laws.

6.2 Restrictions

Supplier shall not sell, license, rent, transfer, or otherwise disclose buyer information obtained through the Service to any third party except to Supplier’s personnel and service providers on a need-to-know basis and under appropriate confidentiality protections. Supplier shall not use buyer information for mass marketing, bulk solicitations, or any purpose unrelated to the specific inquiry or opportunity through which the information was received, and shall not use the Service as a source for general lead harvesting.

6.3 Communication Quality

Supplier shall maintain professional, responsive, and non-misleading communications with buyers through the Service. SourceLink may provide guidance on response-time expectations, message quality, and communication standards, and may take action under Section 11 with respect to Supplier communications that are abusive, deceptive, spammy, retaliatory, or otherwise contrary to this Agreement.

SECTION 7. REVIEWS, RATINGS, AND TRUST SIGNALS

7.1 Platform Integrity

SourceLink may enable reviews, ratings, testimonials, trust signals, verification markers, badges, response-rate indicators, profile scores, and ranking or visibility tools (collectively, “Trust Signals”) in connection with the Service. Trust Signals may rely on information provided by Supplier, buyers, third parties, or data generated on the Service. Supplier acknowledges that Trust Signals are limited in scope, may be incomplete or imperfect, and do not constitute a guarantee of identity, performance, quality, or compliance.

7.2 Review Conduct

Supplier shall not, directly or indirectly: (a) post, procure, or incentivize fake, misleading, or non-genuine reviews; (b) offer, give, or promise anything of value in exchange for favorable reviews; (c) threaten, retaliate against, harass, or penalize any person on the basis of a review; (d) submit or encourage reviews that are extortionate, defamatory, discriminatory, or unlawful; or (e) manipulate any eligibility, ranking, or visibility system through coordinated conduct.

7.3 SourceLink Discretion

SourceLink may establish, modify, or enforce rules regarding review eligibility, submission, display, and retention. SourceLink may, in its discretion, remove, delay, suppress, reject, or reorder reviews, ratings, or Trust Signals in order to preserve platform integrity, comply with law, address apparent abuse, or reflect investigative findings. Supplier has no right to compel the publication, restoration, or particular presentation of any review or Trust Signal, and SourceLink may retain review, rating, and platform-integrity records after removal or termination, subject to applicable law.

SECTION 8. FEES, BILLING, AND PAYMENT

8.1 Fees and Paid Features

SourceLink may offer subscriptions, premium visibility, promotional placements, or other paid supplier features (collectively, “Paid Features”). Fees, billing cycles, renewal terms, and feature descriptions for Paid Features are as presented on the Service or as otherwise agreed between the Parties at the time of purchase. By purchasing a Paid Feature, Supplier authorizes SourceLink, and any payment processor engaged by SourceLink, to charge the applicable payment method for the selected fees, including recurring charges for the applicable renewal period unless canceled in accordance with this Agreement.

8.2 Automatic Renewal

Unless otherwise stated at the time of purchase, subscription-based Paid Features renew automatically for successive periods of the same length as the initial term until canceled. Supplier may cancel auto-renewal through the account controls on the Service or by notice to SourceLink in accordance with the cancellation mechanics posted on the Service. Cancellation takes effect at the end of the then-current paid period unless otherwise required by law.

8.3 Price Changes

SourceLink may modify Paid Feature pricing for future billing periods by providing reasonable advance notice through the Service, by email, or by another reasonable means. A modified price takes effect at the start of the next renewal period after notice. If Supplier does not accept a price change, Supplier’s sole remedy is to cancel the affected Paid Feature before the modified price takes effect.

8.4 No Refunds

Except where expressly stated at the time of purchase or where required by applicable law, all fees paid for Paid Features are non-refundable, and no refund, credit, or proration is owed for any unused portion of a paid period, downgrade initiated by Supplier, suspension or termination arising from Supplier’s breach, or other action attributable to Supplier.

8.5 Nonpayment

If Supplier fails to pay any amount when due, SourceLink may, without limiting its other rights, suspend or downgrade Paid Features, disable Listings or account access, charge interest on past-due amounts at the lesser of one and one-half percent per month or the maximum rate permitted by law, and recover reasonable collection costs. Suspension or downgrade for nonpayment does not relieve Supplier of its accrued payment obligations.

8.6 Taxes

Fees are exclusive of taxes unless otherwise stated. Supplier is responsible for all applicable sales, use, value-added, goods-and-services, excise, withholding, and similar taxes arising from its purchase of Paid Features, other than taxes on SourceLink’s net income. If SourceLink is required to collect or remit any such tax, the applicable amount will be added to the fees invoiced or charged to Supplier.

8.7 Payment Processors

Payment processing in connection with the Service may be performed by third-party processors, including Stripe and its affiliates. Supplier’s use of such processors is subject to their own terms and privacy notices. SourceLink is not a bank, money transmitter, or escrow provider, and SourceLink does not hold, guarantee, or otherwise assume responsibility for funds moving between Supplier and any buyer.

SECTION 9. INTELLECTUAL PROPERTY AND CONTENT LICENSE

9.1 Ownership of Supplier Content

As between the Parties, Supplier owns its business name, logos, trademarks, service marks, trade dress, company descriptions, Listing content, profile materials, certifications, portfolio images, capability information, and other materials that Supplier provides, uploads, or makes available through the Service (collectively, “Supplier Content”), together with all intellectual property rights in them. SourceLink acquires no ownership interest in Supplier Content by virtue of this Agreement or Supplier’s use of the Service.

9.2 License to Public Listing Content

Supplier grants SourceLink a non-exclusive, worldwide, royalty-free, sublicensable (solely to SourceLink’s service providers and contractors acting on SourceLink’s behalf) license to host, store, reproduce, display, perform, distribute, transmit, index, cache, reformat, resize, crop, thumbnail, translate, and otherwise use and make available Supplier Content that is intended for public or marketplace-facing use, including Listings, profile pages, and portfolio materials, as reasonably necessary to operate, maintain, support, secure, market, and improve the Service and to promote Supplier’s presence on the Service. This license includes the right to use Supplier Content in SourceLink’s promotional, marketing, demonstration, and case-study materials that reference the Service.

9.3 Trademark Permission

Supplier grants SourceLink a limited, non-exclusive, worldwide, royalty-free license to use Supplier’s business name, logos, and brand assets as displayed in Supplier Content in connection with (a) hosting, searching, and displaying Listings; (b) promoting the Service and Supplier’s participation on the Service; and (c) marketing, demonstration, and related business materials that reference the Service. SourceLink shall use such marks substantially as provided by Supplier and shall not acquire any ownership interest in them. Supplier may request, by written notice, reasonable changes to the presentation of its marks, and SourceLink may implement such changes within a reasonable period subject to operational constraints.

9.4 Future Restricted Technical Materials

If SourceLink later enables functionality for Supplier to upload, store, or transmit restricted technical materials through the Service, including without limitation CAD files, engineering drawings, process documentation, technical specifications, tooling data, or other non-public technical materials (collectively, “Restricted Technical Materials”), the following terms apply. Supplier retains ownership of all Restricted Technical Materials. Supplier grants SourceLink only the limited rights reasonably necessary to host, store, secure, transmit, back up, and make Restricted Technical Materials available to the intended recipients through the Service, and to process them for operational, security, compliance, support, and dispute-resolution purposes. SourceLink shall not publicly display, broadly promote, or otherwise make Restricted Technical Materials available outside the intended recipients without Supplier’s direction or separate written permission. Restricted Technical Materials may be subject to additional rules, access controls, supplemental agreements, or restricted-content policies posted or provided by SourceLink from time to time, and Supplier shall comply with any such additional terms as a condition of using the applicable functionality.

9.5 No Separate Compensation

The licenses granted by Supplier under this Section 9 are part of Supplier’s participation in the Service. No royalty, license fee, or other compensation is owed by SourceLink for the exercise of those licenses. Any fees payable by Supplier for Paid Features are separate from, and do not depend upon, the license economics under this Section 9.

9.6 Supplier Content Warranties

Supplier represents and warrants that (a) it owns or has all rights necessary to upload, make available, and license Supplier Content as contemplated by this Agreement; (b) Supplier Content does not infringe, misappropriate, or violate any third-party intellectual property, confidentiality, publicity, or contractual right; (c) Supplier Content complies with applicable law; and (d) Supplier has obtained all consents and authorizations necessary for any personal information, third-party materials, or proprietary content included in Supplier Content.

9.7 Removal, Deletion, and Archival

Supplier may update, remove, or request removal of Supplier Content through the controls on the Service or by written request to SourceLink. SourceLink may process removal requests within a reasonable period subject to operational and legal constraints. Notwithstanding removal, SourceLink may retain copies of Supplier Content, and metadata associated with Supplier Content, as reasonably necessary for legal compliance, accounting and tax records, dispute resolution, fraud prevention, security, platform-integrity recordkeeping, backup, and archival purposes. Following termination, SourceLink may retain and use Supplier Content solely for internal legal compliance, dispute resolution, fraud prevention, security, backup, archival, and platform-integrity recordkeeping purposes, and may retain records of Trust Signals, reviews, communications, and transaction history consistent with this Agreement and applicable law. SourceLink shall not publicly display or promote Supplier’s marks or Listing content after termination, except to the extent reasonably necessary for legal compliance or dispute-related record use.

9.8 SourceLink Intellectual Property

As between the Parties, SourceLink owns the Service, including the SourceLink platform, software, interfaces, data models, algorithms, documentation, design, visual elements, marketplace infrastructure, SourceLink trademarks and branding, and any improvements, derivatives, or related materials created by or for SourceLink (other than Supplier Content). Supplier receives only a limited, non-exclusive, non-transferable, revocable right to access and use the Service under this Agreement. Supplier shall not copy, modify, reverse engineer, decompile, disassemble, scrape, create derivative works of, or exploit the Service except as expressly permitted.

9.9 Feedback

If Supplier provides suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”), SourceLink may use Feedback for any lawful purpose without restriction or obligation to Supplier. Feedback is provided voluntarily and is not confidential.

SECTION 10. COMPLIANCE, PRIVACY, AND SECURITY

10.1 Compliance with Law

Supplier shall comply with all laws, regulations, and third-party obligations applicable to its business, its Listings, its communications, and its performance of any transaction initiated through the Service, including without limitation laws relating to advertising, consumer protection, product safety, labeling, quality standards, licensing, taxes, employment, anti-corruption, anti-money-laundering, export controls, sanctions, customs, privacy, data protection, and electronic communications.

10.2 Export Controls and Sanctions

Supplier shall not use the Service in violation of the export-control, sanctions, or trade laws of the United States or any other applicable jurisdiction. Supplier is solely responsible for the classification, licensing, and compliance status of any goods, services, software, or technical data it offers, describes, or transmits through the Service, including with respect to the International Traffic in Arms Regulations and the Export Administration Regulations. Supplier shall not upload ITAR-controlled, EAR-controlled, or otherwise export-restricted technical data to any public area of the Service or to any area of the Service that is not expressly designated for such materials. SourceLink may restrict, suspend, or terminate any account or Listing presenting export-control, sanctions, or related legal risk.

10.3 Privacy

Supplier shall comply with applicable privacy and data-protection laws in its use of personal information received through or in connection with the Service. Supplier shall not upload, submit, or make available through the Service any personal information that Supplier is not authorized to share. SourceLink handles personal information in accordance with the Privacy Policy. This Agreement does not constitute a data processing agreement, and it does not establish a general processor, service-provider, subprocessor, or controller-to-controller data-sharing relationship between the Parties beyond the ordinary operation of the Service. If a data processing agreement is required by law or by the Parties’ circumstances, the Parties shall negotiate and execute a separate written agreement.

10.4 Security

Supplier shall maintain reasonable administrative, technical, and organizational safeguards to protect its account, credentials, and any data it receives through or in connection with the Service. Supplier shall not take any action that would compromise the security, availability, or integrity of the Service or any other user’s data.

SECTION 11. MODERATION AND ENFORCEMENT

11.1 Moderation Rights

SourceLink may, at its discretion and without liability, take any of the following actions with respect to Supplier, Supplier Content, or a Listing: (a) review, investigate, or moderate; (b) require changes or substantiation; (c) edit or reformat for platform presentation; (d) suppress, delist, demote, or restrict visibility; (e) disable, remove, or take down; (f) suspend messaging, inquiry, or other feature access; (g) suspend or terminate the supplier account; or (h) take any other action SourceLink reasonably determines appropriate. Moderation decisions do not convert SourceLink into a publisher or editor of Supplier Content and do not limit SourceLink’s protections under applicable law, including Section 230 of the Communications Decency Act.

11.2 Grounds

Grounds for moderation and enforcement action include, without limitation: breach of this Agreement, the Terms, or any applicable policy; fraud, abuse, deception, or manipulation; nonpayment or payment failure; intellectual property, confidentiality, or publicity complaints; export-control, sanctions, or other legal risk; security or data-integrity concerns; misleading or unsubstantiated claims; conduct inconsistent with platform integrity; and any conduct that exposes SourceLink or other users to legal, operational, or reputational harm.

11.3 Intellectual Property Complaints

SourceLink maintains a process for evaluating claims that content on the Service infringes or misappropriates third-party rights. SourceLink may remove, disable, or restrict challenged materials, request information from the parties to the complaint, forward notices and supporting materials as reasonably necessary to evaluate the claim, and restrict or terminate the participation of any person SourceLink determines to be a repeat infringer or repeat abuser. Supplier shall cooperate in good faith with SourceLink’s evaluation of any such complaint affecting Supplier or Supplier Content.

11.4 Notice of Action

Where reasonably practicable, SourceLink may provide Supplier with notice of material enforcement actions affecting Supplier's account or Listings. SourceLink may act without prior notice where immediate action is warranted by legal, security, fraud, or platform-integrity considerations.

SECTION 12. REPRESENTATIONS AND WARRANTIES

12.1 Supplier Representations

Supplier represents and warrants to SourceLink that: (a) Supplier is duly organized or validly operating under the laws of the jurisdiction in which it is formed or conducts business, and has full power and authority to enter into and perform this Agreement; (b) the individual accepting this Agreement has full authority to bind Supplier; (c) Supplier’s execution, acceptance, and performance of this Agreement do not violate any law, regulation, or contractual obligation applicable to Supplier; (d) Supplier Content is accurate, current, lawful, and not misleading, and Supplier has all rights necessary to upload and license Supplier Content as contemplated by this Agreement; (e) Supplier maintains, and will maintain, all licenses, permits, registrations, and approvals required to conduct its business and to offer its goods or services as described on the Service; (f) Supplier is responsible for its own products, services, statements, quotes, and commercial performance; and (g) Supplier’s use of the Service and its underlying transactions will comply with applicable law.

12.2 SourceLink Representations

SourceLink represents and warrants that it has the authority to enter into and perform this Agreement and to grant Supplier the rights granted under this Agreement.

SECTION 13. DISCLAIMERS

13.1 As-Is Service

The Service and all Paid Features are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, SourceLink disclaims all representations, warranties, and conditions of any kind, whether express, implied, statutory, or arising from course of dealing or usage of trade, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quality, reliability, availability, or uninterrupted, secure, or error-free operation.

13.2 No Commercial Guarantee

Without limiting Section 13.1, SourceLink does not guarantee (a) the volume, quality, identity, legitimacy, creditworthiness, or conduct of buyers; (b) the receipt of inquiries, leads, requests for quote, or transactions; (c) any specific revenue, ranking, visibility, or other commercial outcome; (d) the accuracy of any Trust Signal; or (e) the continued availability of any feature, category, or functionality of the Service.

13.3 No Professional Advice

SourceLink does not provide, and the Service does not constitute, legal, engineering, procurement, sourcing, tax, customs, export, safety, or compliance advice. Supplier is responsible for obtaining its own professional advice appropriate to its business and transactions.

SECTION 14. LIMITATION OF LIABILITY

14.1 Excluded Damages

To the fullest extent permitted by law, SourceLink shall not be liable to Supplier for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost opportunities, lost data, lost goodwill, or business interruption, in each case arising out of or relating to this Agreement, the Service, or any Paid Feature, whether in contract, tort, warranty, strict liability, or any other theory, and whether or not SourceLink has been advised of the possibility of such damages.

14.2 Aggregate Cap

To the fullest extent permitted by law, SourceLink’s aggregate liability arising out of or relating to this Agreement, the Service, or any Paid Feature shall not exceed the greater of (a) the total fees actually paid by Supplier to SourceLink for Paid Features during the twelve months immediately preceding the event giving rise to the claim, or (b) two hundred United States dollars ($200).

14.3 Scope and Essential Purpose

The exclusions and limitations in this Section 14 apply regardless of the form of action and survive the failure of any limited remedy of its essential purpose. The Parties acknowledge that these exclusions and limitations are a material basis of the bargain between them.

14.4 Savings Clause

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

SECTION 15. INDEMNIFICATION

15.1 Supplier Indemnity

Supplier shall defend, indemnify, and hold harmless SourceLink and its affiliates, and their respective officers, directors, managers, employees, contractors, agents, successors, and assigns (collectively, the “SourceLink Indemnitees”), from and against any and all third-party claims, demands, actions, proceedings, investigations, losses, damages, liabilities, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Supplier Content or any Listing, including any claim that Supplier Content infringes, misappropriates, or violates any third-party right; (b) Supplier’s products, services, claims, representations, quotes, warranties, or commercial performance; (c) any transaction or dealing between Supplier and any buyer or other user, including product defects, recalls, shipping failures, warranty claims, service failures, or fulfillment issues; (d) Supplier’s breach or alleged breach of this Agreement, the Terms, the Privacy Policy, or any applicable law; (e) Supplier’s violation of export-control, sanctions, customs, anti-corruption, privacy, consumer-protection, or other applicable laws; (f) any confidentiality, trade-secret, or publicity claim based on Supplier’s uploads or communications; and (g) Supplier’s misuse of the Service.

15.2 Defense Procedure

SourceLink shall promptly notify Supplier in writing of any claim for which it seeks indemnification under Section 15.1. Supplier shall assume and control the defense of the claim with counsel reasonably acceptable to SourceLink, provided that SourceLink may, at its own expense, participate in the defense with counsel of its choice. Supplier shall not settle any claim on terms that impose liability or obligation on any SourceLink Indemnitee, or that admit fault, without SourceLink’s prior written consent. SourceLink may assume control of the defense at any time if Supplier fails to conduct the defense diligently, in which case Supplier remains responsible for the reasonable costs of such defense.

SECTION 16. TERM, SUSPENSION, AND TERMINATION

16.1 Term

This Agreement commences on the date Supplier first accepts it or activates a supplier account on the Service, whichever occurs first, and continues until terminated in accordance with this Section 16.

16.2 Termination by Supplier

Supplier may terminate this Agreement at any time by canceling any active Paid Features in accordance with their terms and closing its supplier account through the controls on the Service or by written notice to SourceLink. Termination by Supplier does not entitle Supplier to a refund of any fees, except as expressly provided in this Agreement or as required by applicable law.

16.3 Termination by SourceLink

SourceLink may suspend or terminate this Agreement, any Listing, any Paid Feature, or Supplier’s access to the Service, in whole or in part, at any time (a) for Supplier’s breach of this Agreement, the Terms, the Privacy Policy, or any applicable policy or law; (b) for fraud, abuse, deception, nonpayment, security risk, export-control or sanctions risk, or platform-integrity concerns; (c) if SourceLink determines continued participation is inconsistent with its risk, compliance, or business objectives; or (d) for convenience upon reasonable notice. Where reasonably practicable, SourceLink will provide notice of termination and, where appropriate, a reasonable opportunity to cure.

16.4 Effect of Termination

Upon termination, (a) Supplier’s right to access and use the Service ceases; (b) SourceLink may disable, remove, or archive Listings and Supplier Content; (c) SourceLink may discontinue Paid Features without further obligation, and accrued fees remain payable; (d) SourceLink may retain records, review history, communications, platform-integrity data, and archival copies of Supplier Content as described in Section 9.7 and as otherwise reasonably necessary; and (e) SourceLink may, at its discretion, provide Supplier with a reasonable limited period to export or download Supplier Content before removal, subject to the operational constraints of the Service.

16.5 Survival

The following Sections survive termination or expiration of this Agreement: Section 1.4 (Relationship to the Terms and Privacy Policy), Section 2 (SourceLink’s Role), Section 8 (Fees, Billing, and Payment) with respect to accrued amounts, Section 9 (Intellectual Property and Content License) to the extent expressly stated, Section 10 (Compliance, Privacy, and Security), Section 11 (Moderation and Enforcement) to the extent applicable to surviving records, Section 12 (Representations and Warranties), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), this Section 16.5, Section 17 (Governing Law and Dispute Resolution), and Section 19 (Miscellaneous).

SECTION 17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

17.2 Informal Resolution

The Parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (each, a “Dispute”) through good-faith informal discussions. The Party asserting a Dispute shall provide written notice describing the Dispute and the relief sought. If the Parties are unable to resolve the Dispute within thirty days after such notice, either Party may proceed to mediation under Section 17.3.

17.3 Non-Binding Mediation

If informal discussions do not resolve the Dispute, the Parties shall participate in non-binding virtual mediation administered by a mutually agreed mediator or, if the Parties cannot agree, a mediator appointed by the American Arbitration Association. The mediation shall be conducted in English. Each Party shall bear its own costs, and the Parties shall share the mediator’s fees equally. If the Dispute is not resolved within thirty days after a Party's request for mediation, either Party may proceed to arbitration under Section 17.4.

17.4 Binding Arbitration

Any Dispute not resolved through informal discussions or mediation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator, in English, with Travis County, Texas as the seat and place of arbitration. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

17.5 Equitable Relief

Notwithstanding Sections 17.2 through 17.4, either Party may seek temporary, preliminary, or permanent injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights, or to enforce payment obligations, without first engaging in informal resolution, mediation, or arbitration. The state and federal courts located in Travis County, Texas have exclusive jurisdiction for any such proceeding, and each Party consents to the jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

17.6 Class Action Waiver

Each Party agrees that Disputes shall be resolved only on an individual basis and not on a class, collective, consolidated, or representative basis. The arbitrator shall not have authority to consolidate claims of multiple parties or to preside over any form of class or representative proceeding.

SECTION 18. NOTICES

18.1 Notices to SourceLink

Notices to SourceLink shall be sent to SourceLink Technologies LLC, 5900 Balcones Drive #19241, Austin, TX 78731, with a copy by email to support@sourcelinkapp.com. Notices are deemed given upon receipt when delivered by personal delivery or recognized courier, or upon confirmed delivery when sent by email.

18.2 Notices to Supplier

Notices to Supplier may be sent by email to the address associated with Supplier’s account, by in-Service messaging, or by other electronic means reasonably designed to reach Supplier. Such notices are deemed given when sent. Supplier shall keep its account contact information current.

SECTION 19. MISCELLANEOUS

19.1 Entire Agreement and Order of Precedence

This Agreement, together with the Terms, the Privacy Policy, any applicable posted policies, and any order or purchase confirmation for a Paid Feature, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings on that subject. In the event of a conflict regarding a supplier-specific subject matter, the order of precedence is: (a) any Paid Feature order, subscription checkout record, or written commercial confirmation, but solely as to the specific pricing, subscription term, or feature scope it expressly addresses; (b) this Agreement; (c) the Terms; (d) other posted policies; and (e) the Privacy Policy, for privacy-notice matters only. The Terms continue to control as to general platform-use matters applicable to all users.

19.2 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, agency, employment, or fiduciary relationship between them. Neither Party has authority to bind the other except as expressly stated.

19.3 Assignment

Supplier may not assign, delegate, or otherwise transfer this Agreement or any right or obligation under it without SourceLink’s prior written consent. SourceLink may assign or transfer this Agreement, in whole or in part, without Supplier’s consent, to an affiliate, to a successor in interest, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. This Agreement is binding on and inures to the benefit of the Parties and their permitted successors and assigns.

19.4 Waiver

A waiver of any provision of this Agreement is effective only if in writing and signed by the waiving Party. The failure or delay of a Party in exercising any right or remedy is not a waiver of that right or remedy.

19.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if it cannot be so modified, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

19.6 Force Majeure

Neither Party is liable for any delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic events, power or internet outages, denial-of-service attacks, or failures of upstream service providers.

19.7 Electronic Acceptance and Records

The Parties consent to the use of electronic signatures, electronic records, and electronic communications in connection with this Agreement. Electronic acceptance of this Agreement, including by clickwrap, account activation, or Listing activation, constitutes execution of this Agreement for all purposes, and an electronic record of this Agreement has the same legal effect as a signed paper original.

19.8 Headings

Headings are included for convenience only and do not affect the interpretation of this Agreement.

19.9 Interpretation

References to “including” mean “including without limitation.” References to a section or exhibit are references to a section or exhibit of this Agreement unless otherwise specified. The singular includes the plural and vice versa. No rule of construction resolving ambiguities against the drafter applies to this Agreement.

19.10 Third-Party Beneficiaries

Except as expressly stated in this Agreement, this Agreement does not create any third-party beneficiary rights. The SourceLink Indemnitees other than SourceLink are intended third-party beneficiaries of Section 15.