Community Leader Agreement

Kladeo provisions, hosts, configures, and operates a branded application for your Community across web and, where earned or purchased, native mobile channels, together with the infrastructure described on the Platform (including payments, messaging, notifications, analytics, and the Partner Dashboard). Kladeo controls the underlying technology, infrastructure, and code, and may modify, add, or remove platform features over time. The Service is provided on a managed basis: Kladeo performs the build, deployment, and maintenance work, and you operate your Community on top of it.

There is no upfront or recurring base fee to launch and operate a Community. Kladeo earns through the Platform Fees and revenue shares described in Section 5. Optional premium capabilities may be offered for an additional fee as described on the Platform.

You are an independent operator of your Community. You are not an employee, agent, partner, joint venturer, or franchisee of Kladeo, and you must not represent otherwise. You are responsible for:

Your brand. You retain ownership of your community name, logo, and marks. You grant Kladeo a non-exclusive, worldwide, royalty-free license to use them solely to provision, operate, support, and promote your Community and the Platform during the term.

Kladeo’s platform. Kladeo and its licensors own the Platform and all software, design, and infrastructure, and the selection and arrangement of platform content (excluding your brand and Member- or Vendor-supplied content). Nothing in this Agreement transfers Platform intellectual property to you.

Community data and hosting. Community content, membership, and relationships are associated with your Community, and you may access, analyze, and export information about your own Community through the Partner Dashboard and export tools. Because the Platform is hosted on Kladeo’s infrastructure, you do not receive ownership or possession of the underlying database, and “export” means the data outputs Kladeo makes available, not the database itself. Kladeo processes this information to operate the Platform and as described in Annex A.

(a) Platform Fees. Kladeo charges Platform Fees in connection with monetization in your Community — which may include a platform service fee or markup added on top of listed prices, an optional community fee you configure, revenue shares on memberships and subscriptions, revenue shares on advertising and promoted or boosted content, listing fees, and pass-through payment-processing costs. The specific rates, splits, and payout terms are set out in the Monetization Schedule in the Partner Dashboard and are incorporated into this Agreement by reference. Rates are not stated in the body of this Agreement, and the Monetization Schedule may differ by community or transaction type.

(b) Community fee. Where the Platform makes the option available, you may configure an additional community-level fee on top of the platform service fee. You are solely responsible for any community fee you set and for its disclosure to purchasers as required by law.

(c) Changes to fees and payout rates. Kladeo may add, remove, or modify any Platform Fee, payout percentage, or revenue-share allocation in its sole discretion. For any change that increases the fees payable by you, or reduces your payout rate, Kladeo will provide you at least fourteen (14) days’ advance notice through the Partner Dashboard or by email before the change takes effect. Other changes — including changes to consumer-facing service fees, and changes that maintain or improve your economics — may take effect when posted. All changes apply prospectively to transactions completed after the change takes effect and do not apply retroactively to amounts already finally settled and paid out. Your continued operation of monetization features after a change takes effect constitutes acceptance; if you do not agree to a change, your remedy is to stop using the affected monetization features or to terminate under Section 9. Kladeo does not guarantee that any rate will remain at any level for any period, and no marketing material, dashboard display, or statement by any person is a guarantee of any rate.

(d) Payouts. Payouts to you are processed through third-party payment processors and may be conditioned on fulfillment confirmation, identity and account verification, minimum payout thresholds, payout schedules, and processor requirements. Kladeo may withhold, delay, or offset amounts reasonably necessary to cover actual or anticipated refunds, chargebacks, disputes, suspected fraud or abuse, amounts you owe Kladeo, or violations of this Agreement, and may hold a reasonable reserve for these purposes. Payout eligibility requires an account in good standing.

(e) Payment processing and funds. Payments in your Community are processed by third-party payment processors. Funds are collected, held, and disbursed by those processors; Kladeo does not take possession of buyer funds and is not the merchant or seller of record. Kladeo acts as a technology platform that facilitates transactions and transmits payout instructions. You may be required to establish and maintain your own account with a designated processor and to agree to the processor’s terms.

(f) Taxes. You are responsible for determining, collecting, reporting, and remitting your own taxes on amounts you receive, and for any taxes applicable to your products, services, and fees, except where Kladeo or its processors are required by law to collect or remit. You are responsible for the tax treatment of any community fee you set.

(g) Errors and chargebacks. Kladeo may correct payment or payout errors, including by adjusting subsequent payouts or invoicing you. You are responsible for chargebacks and refunds attributable to your Community, your Vendors, or your products and services.

Each party may receive non-public information of the other (“Confidential Information”), including the Monetization Schedule, Partner Dashboard analytics, and non-public platform information. The receiving party will use Confidential Information only to perform under this Agreement and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, or to disclosures required by law (with notice where permitted).

You represent and warrant that you have the right and authority to enter into this Agreement, to operate your Community, and to grant the licenses in Section 4.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. KLADEO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT IT WILL GENERATE ANY PARTICULAR LEVEL OF REVENUE, MEMBERSHIP, OR RESULTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, KLADEO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, KLADEO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE TOTAL PLATFORM FEES KLADEO EARNED FROM YOUR COMMUNITY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Term. This Agreement begins when you accept it and continues until terminated.

Termination by you. You may terminate for convenience at any time through the Partner Dashboard or by written notice, subject to completion of pending transactions and payout reconciliation.

Termination by Kladeo. Kladeo may suspend or terminate this Agreement or your Community (a) for convenience on 30 days’ notice; (b) immediately if you materially breach this Agreement, pose a risk to the Platform, its users, or Members, or where required for legal, security, or processor-compliance reasons.

Effect of termination. On termination, your license to use the Service ends and Kladeo may deactivate your Community. For a reasonable period before deactivation (at least 30 days except in cases of legal, security, or abuse-related termination), Kladeo will make export tools available so you can export your available Community data. Kladeo will reconcile and pay out amounts properly due to you, net of offsets under Section 5(d). Sections 4, 5(d)–(g), 6, 7, 8, 10, 11, and 12, and Annex A, survive termination.

You will indemnify, defend, and hold harmless Kladeo and its officers, directors, employees, affiliates, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Community, content, curation, or community guidelines; (b) your products, services, listings, events, or Vendors; (c) your use or handling of Member Data in violation of this Agreement, Annex A, or law; (d) any community fee, tax, refund, or chargeback attributable to your Community; (e) your breach of this Agreement; or (f) your violation of any law or third-party right.

Please read this Section carefully — it affects your legal rights.

(a) Informal resolution. Before filing a claim, you agree to contact us at team@kladeo.com with a written description of the dispute and give us 30 days to resolve it informally.

(b) Binding arbitration. Any dispute arising out of or relating to this Agreement or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court. The Federal Arbitration Act governs this Section. Arbitration will take place in San Francisco, California, or by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Exceptions. Either party may bring an individual claim in small-claims court or seek injunctive or equitable relief to protect its intellectual property or Confidential Information.

(d) Class waiver. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

(e) Governing law and venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. Any claim not subject to arbitration will be brought exclusively in the state or federal courts in San Francisco County, California, and the parties consent to jurisdiction there.

Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

Entire agreement; order of precedence. This Agreement, together with the Monetization Schedule, Annex A, and any additional terms Kladeo presents for specific features, is the entire agreement between the parties regarding the business relationship and supersedes prior discussions. As to your rights and obligations as a Community Leader, the order of precedence is: (1) this Agreement and its Annexes, (2) the Monetization Schedule, (3) the platform Terms of Use and Privacy Policy.

Changes to this Agreement. Kladeo may modify this Agreement on notice through the Partner Dashboard or by email; material changes take effect on the date stated (at least 14 days after notice), and your continued operation of your Community after that date constitutes acceptance. Fee and rate changes are governed by Section 5(c), not this paragraph.

Assignment. You may not assign this Agreement without Kladeo’s prior written consent. Kladeo may assign it to an affiliate or in connection with a corporate transaction.

Notices; electronic dealing. You consent to receive notices and to transact with Kladeo electronically. Notices to you may be sent through the Partner Dashboard or to the email associated with your account; notices to Kladeo go to team@kladeo.com.

Force majeure; severability; waiver. Neither party is liable for delays or failures beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. Failure to enforce a right is not a waiver.

With respect to Member Data, Kladeo and the Community Leader each act as an independent controller: Kladeo determines the means and purposes of processing necessary to operate the Platform, and the Community Leader determines the means and purposes of its own use of Member Data to operate its Community. Neither party acts as the other’s processor with respect to Member Data unless the parties agree otherwise in writing for a specific activity. Each party is responsible for its own compliance with applicable data-protection laws.

The Community Leader will: (a) process Member Data only for legitimate purposes connected to operating its Community, and not sell Member Data or use it for unrelated marketing without a lawful basis and any required consent; (b) provide Members any privacy notice and obtain any consent that applicable law requires of the Community Leader; (c) maintain reasonable technical and organizational security measures appropriate to the data; (d) restrict access to authorized personnel under confidentiality obligations; (e) cooperate in responding to Member data-subject requests (access, correction, deletion, portability, opt-out) within legally required timeframes; (f) not re-identify de-identified or aggregated data; and (g) on termination or on a Member’s valid deletion request, delete or stop using the relevant Member Data except where retention is legally required.

Kladeo will: (a) process Member Data to provide and secure the Platform and as described in the platform Privacy Policy; (b) maintain reasonable technical and organizational security measures, including encryption in transit and at rest where appropriate and access controls; (c) impose data-protection obligations on its sub-processors and remain responsible for their performance; and (d) make available the export and deletion tools described in the Agreement.

Each party will, without undue delay after becoming aware of a confirmed personal-data breach affecting Member Data within its control, notify the other party and provide information reasonably necessary for the other party to meet its own legal notification obligations. Each party is responsible for notifications it is legally required to make to Members or regulators.

For purposes of the California Consumer Privacy Act, disclosures of Member Data between the parties are made for business purposes and are not a sale. Each party will not retain, use, or disclose Member Data for any purpose other than the purposes permitted under this DPA and applicable law, and will not combine Member Data with data from other sources except as permitted by law.

The Platform is operated from the United States. Where Member Data is subject to the data-protection laws of another jurisdiction (for example, the EU/UK GDPR), the parties will implement an appropriate transfer mechanism and additional terms required by that law.

Each party’s liability under this DPA is subject to the limitation of liability in Section 8 of the Agreement, except where applicable data-protection law requires otherwise.