INFRAME AFFILIATES LTD. - MASTER SUBSCRIPTION AGREEMENT

Effective Date: The date of acceptance of an Order by INFRAME AFFILIATES LTD. or the date the Brand first accesses or uses the Subscription Services, whichever is earlier.

This Master Subscription Agreement ("MSA" or "Agreement") is entered into between:

INFRAME AFFILIATES LTD., a company registered in England and Wales with company number 16332640, having its registered office at 71-75, Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("INFRAME," "we," "us," or "our");

AND

The Brand entity identified in the applicable Order Form or Account registration ("Brand," "You," "Your," or "Customer").

(INFRAME and Brand are each a "Party" and collectively the "Parties").

BACKGROUND: (A) INFRAME provides a software-as-a-service platform designed to connect brands with creators for affiliate marketing partnerships, including features for matching, tracking, and commission payment facilitation (the "Subscription Services"). (B) Brand wishes to subscribe to and use the Subscription Services, and INFRAME is willing to provide Brand with access to the Subscription Services, subject to the terms and conditions of this MSA and the INFRAME Terms and Conditions.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Capitalized terms used in this MSA and not otherwise defined shall have the meanings ascribed to them in the INFRAME Terms and Conditions available at [Link to Your Terms and Conditions] (the "General Terms"). 1.2. For the purposes of this MSA, the following definitions shall apply: _ "Affiliated Creator" means a Creator who participates in Brand's affiliate program through the Subscription Services. _ "Brand Data" means all electronic data or information submitted by or for Brand to the Subscription Services, or collected and processed by or for Brand using the Subscription Services, including data from Brand's Shopify Store necessary for the provision of the Subscription Services. _ "Order Form" means the online registration or ordering document specifying the Subscription Services to be provided hereunder that is entered into between Brand and INFRAME, including any addenda and supplements thereto. By entering into an Order Form hereunder, a Brand agrees to be bound by the terms of this MSA and the General Terms. _ "Shopify App" means the INFRAME application that Brand must install on its Shopify Store to enable tracking of sales and Commissions via Affiliate Links. _ "Subscription Fee" means the recurring fee payable by Brand for access to the Subscription Services as specified in an Order Form. _ "Subscription Services" means the specific INFRAME software-as-a-service offerings subscribed to by Brand under an Order Form, as described in the applicable Documentation and the General Terms. * "Subscription Term" means the period during which Brand is authorized to use the Subscription Services, as specified in an Order Form. 1.3. In the event of any conflict or inconsistency between the provisions of this MSA, the General Terms, and any Order Form, the order of precedence shall be as follows, unless expressly stated otherwise: (a) The Order Form (solely with respect to the specific terms of that Order, e.g., pricing, subscription tier); (b) This MSA; (c) The General Terms. 1.4. The INFRAME Privacy Policy (available at [Link to Your Privacy Policy]) and any Data Processing Addendum entered into between the Parties are incorporated by reference into this MSA.

2. SUBSCRIPTION SERVICES

2.1. Provision of Subscription Services: Subject to Brand's compliance with this MSA, the General Terms, and the applicable Order Form, INFRAME grants Brand a non-exclusive, non-transferable, non-sublicensable right to access and use the Subscription Services during the Subscription Term, solely for Brand's internal business operations related to managing its affiliate marketing programs. 2.2. Shopify Integration: Brand acknowledges and agrees that the Subscription Services are dependent on a valid and functional integration with Brand's Shopify Store via the INFRAME Shopify App. Brand is responsible for installing and maintaining the Shopify App and ensuring INFRAME has the necessary permissions to access data from the Shopify Store as required for the provision of the Subscription Services (e.g., order data, product information, refund data for commission calculation). 2.3. User Accounts: Brand is responsible for all activities conducted under its User accounts and shall ensure that all Users comply with this MSA and the General Terms. Brand will use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and will notify INFRAME promptly of any such unauthorized access or use. 2.4. Support: INFRAME will provide Brand with standard customer support for the Subscription Services as described on INFRAME's website or in the applicable Order Form, or as generally made available to its subscribers. 2.5. Service Modifications: INFRAME reserves the right to modify the Subscription Services from time to time. If INFRAME makes material changes that adversely affect Brand's use of the Subscription Services, INFRAME will provide Brand with reasonable notice.

3. BRAND OBLIGATIONS

3.1. Compliance: Brand shall use the Subscription Services in compliance with this MSA, the General Terms, applicable laws and regulations (including those related to advertising, data privacy, and consumer protection), and its own privacy policies. 3.2. Brand Data and Content: _ Brand is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Brand Data and Brand Content provided to INFRAME or used in connection with the Subscription Services. _ Brand grants INFRAME a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and use Brand Data and Brand Content as necessary for INFRAME to provide the Subscription Services in accordance with this MSA. _ Brand warrants that it has obtained all necessary rights, consents, and permissions for INFRAME to process Brand Data (including any Personal Data therein) as contemplated by this MSA and the INFRAME Privacy Policy. 3.3. Affiliate Program Management: _ Brand is responsible for defining the terms of its affiliate programs, including Commission rates and conditions for payment to Affiliated Creators. _ Brand agrees to honor all valid Commissions earned by Affiliated Creators in accordance with the terms established by Brand and tracked through the Subscription Services. _ Brand will handle any disputes with Affiliated Creators regarding Commission payments or program terms directly with the Affiliated Creator. INFRAME's role is limited to facilitating tracking and payment based on the data and rules provided. 3.4. Prohibited Uses: Brand shall not, and shall not permit its Users to, use the Subscription Services for any purpose that is unlawful, fraudulent, or in violation of the prohibited conduct outlined in the General Terms.

4. FEES AND PAYMENT

4.1. Subscription Fees: Brand shall pay INFRAME the Subscription Fees for the Subscription Services as specified in the applicable Order Form. Subscription Fees are generally billed in advance on a monthly or annual basis as set forth in the Order Form. 4.2. Commission Payments and Service Fees: _ Brand is responsible for funding all Commissions due to Affiliated Creators, plus INFRAME's applicable service fee on such Commissions, as detailed in the General Terms and the Order Form. _ INFRAME will invoice Brand for confirmed Commissions and its service fee, and Brand agrees to pay such invoices in accordance with the payment terms specified. 4.3. Payment Terms: All payments shall be made in the currency specified in the Order Form (USD for Subscription Fees, GBP for Commission-related invoices unless otherwise agreed). Payment methods are as specified in the General Terms (credit/debit card, Google Pay for subscriptions; other methods may be specified for Commission invoices). Late payments may accrue interest as detailed in the General Terms. 4.4. Taxes: All fees are exclusive of Taxes. Brand is responsible for all Taxes associated with its purchase of the Subscription Services and payment of Commissions, as detailed in the General Terms. 4.5. Non-Refundable: Except as expressly provided in this MSA, the General Terms, or an Order Form, or as required by applicable law, all Subscription Fees and other fees are non-refundable.

5. INTELLECTUAL PROPERTY

5.1. INFRAME IP: INFRAME and its licensors retain all right, title, and interest in and to the Subscription Services, the underlying software and technology, INFRAME's trademarks, and all related Intellectual Property Rights. No rights are granted to Brand hereunder other than as expressly set forth herein. 5.2. Brand IP: Brand retains all right, title, and interest in and to Brand Data and Brand Content. Brand grants INFRAME the licenses set forth in Section 3.2(b) to enable INFRAME to provide the Subscription Services. 5.3. Feedback: Any feedback or suggestions provided by Brand to INFRAME regarding the Subscription Services may be used by INFRAME without any obligation or compensation to Brand, as detailed in the General Terms.

6. CONFIDENTIALITY

6.1. Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and to use such information solely for the purposes of performing its obligations or exercising its rights under this MSA, as further detailed in the confidentiality provisions of the General Terms. 6.2. For clarity, the features, functionality, and pricing of the Subscription Services constitute INFRAME's Confidential Information. Brand Data that is not publicly available constitutes Brand's Confidential Information.

7. DATA PROTECTION

7.1. Each Party shall comply with its respective obligations under applicable data protection laws (including UK GDPR) with respect to the processing of Personal Data. 7.2. INFRAME's processing of Personal Data as a data controller is described in its Privacy Policy. Where INFRAME processes Personal Data on behalf of Brand as a data processor (e.g., customer data from Brand's Shopify Store for commission tracking), the terms of a Data Processing Addendum (DPA), if applicable and entered into, shall govern. If no separate DPA is in place, INFRAME will process such Personal Data in accordance with the data processing obligations outlined in the General Terms and Privacy Policy, acting on Brand's instructions as reasonably necessary to provide the Subscription Services. 7.3. Brand warrants that it has all necessary rights and consents to provide Personal Data to INFRAME for processing in connection with the Subscription Services.

8. WARRANTIES AND DISCLAIMERS

8.1. Mutual Warranties: Each Party represents and warrants that it has the legal power and authority to enter into this MSA. 8.2. INFRAME Warranties: INFRAME warrants that the Subscription Services will be performed in a professional and workmanlike manner and will conform in all material respects with any applicable descriptions in the Documentation or Order Form. Brand's sole and exclusive remedy for a breach of this warranty will be, at INFRAME's option, either (i) re-performance of the deficient Subscription Services or (ii) termination of the applicable Order Form and a refund of any prepaid, unused Subscription Fees for the deficient Subscription Services. 8.3. Brand Warranties: Brand warrants that (i) it has all necessary rights to the Brand Data and Brand Content and that INFRAME's use of such data and content as contemplated herein will not infringe any third-party rights; and (ii) its use of the Subscription Services will comply with all applicable laws and regulations. 8.4. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SUBSCRIPTION SERVICES ARE PROVIDED "AS IS" AND INFRAME DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. INFRAME DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. INFRAME IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SUBSCRIPTION SERVICES THAT ARISE FROM BRAND DATA, BRAND CONTENT, OR THIRD-PARTY APPLICATIONS (INCLUDING BRAND'S SHOPIFY STORE) NOT PROVIDED BY INFRAME.

9. INDEMNIFICATION

9.1. Indemnification by INFRAME: INFRAME will defend Brand against any third-party claim alleging that the Subscription Services, when used as authorized under this MSA, infringe a third party's patent, copyright, or trademark registered in the United Kingdom, and will indemnify Brand for any damages and costs finally awarded against Brand or agreed in settlement by INFRAME (including reasonable attorneys' fees) resulting from such claim, provided Brand (a) promptly notifies INFRAME in writing of the claim, (b) grants INFRAME sole control of the defense and settlement of the claim, and (c) provides INFRAME with all reasonable assistance, at INFRAME's expense. This obligation shall not apply if the alleged infringement arises from (i) use of the Subscription Services in combination with other software, data, or equipment not supplied by INFRAME, (ii) any modification of the Subscription Services not made by INFRAME, or (iii) Brand Content or Brand Data. 9.2. Indemnification by Brand: Brand will defend INFRAME and its affiliates, officers, directors, and employees against any third-party claim arising from or relating to (a) Brand Data or Brand Content, including any claim that Brand Data/Content infringes a third party's rights or violates applicable law; (b) Brand's use of the Subscription Services in breach of this MSA or applicable law; (c) Brand's products, services, or its Shopify Store; or (d) any dispute between Brand and an Affiliated Creator. Brand will indemnify INFRAME for any damages and costs finally awarded against INFRAME or agreed in settlement by Brand (including reasonable attorneys' fees) resulting from such claim, provided INFRAME (i) promptly notifies Brand in writing of the claim, (ii) grants Brand sole control of the defense and settlement of the claim (provided that Brand may not settle any claim in a manner that imposes any obligation or admission of liability on INFRAME without INFRAME's prior written consent), and (iii) provides Brand with all reasonable assistance, at Brand's expense.

10. LIMITATION OF LIABILITY

10.1. The limitation of liability provisions set forth in the General Terms (Section 11 of the [Link to Your Terms and Conditions]) are incorporated herein by reference and shall apply to this MSA as if fully set forth herein, with references to "Terms" being read as references to this "MSA" and references to "Services" being read as references to the "Subscription Services." 10.2. For clarity, INFRAME'S TOTAL AGGREGATE LIABILITY TO BRAND FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS MSA OR THE SUBSCRIPTION SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY BRAND TO INFRAME UNDER THE APPLICABLE ORDER FORM(S) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

11. TERM AND TERMINATION

11.1. Term of MSA: This MSA commences on the Effective Date and continues until all Subscription Terms under all Order Forms have expired or have been terminated. 11.2. Subscription Term and Renewals: The initial Subscription Term for any Subscription Service will be as specified in the applicable Order Form. Unless otherwise specified in an Order Form, paid subscriptions will automatically renew for successive periods equal to the initial Subscription Term (e.g., monthly or annually) unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term (for annual subscriptions) or at least seven (7) days (for monthly subscriptions). The Subscription Fee for any renewal term will be INFRAME's then-current standard Subscription Fee for the applicable service tier, unless otherwise agreed in writing. 11.3. Termination for Cause: Either Party may terminate this MSA or an applicable Order Form for cause as provided in the General Terms (e.g., for material breach if uncured, insolvency). 11.4. Effect of Termination: _ Upon termination or expiration of this MSA or an Order Form, Brand's right to access and use the Subscription Services specified therein shall immediately cease. _ Termination or expiration shall not relieve Brand of its obligation to pay any fees accrued or payable to INFRAME prior to the effective date of termination or expiration. * Provisions that by their nature should survive termination or expiration (including, without limitation, provisions regarding confidentiality, intellectual property, payment obligations, warranties, indemnification, and limitations of liability) shall survive. 11.5. Data Portability and Deletion: Upon request by Brand made within thirty (30) days after the effective date of termination or expiration of this MSA, INFRAME will make Brand Data available to Brand for export or download as provided in the Documentation or as otherwise reasonably agreed. After such 30-day period, INFRAME will have no obligation to maintain or provide any Brand Data and may thereafter delete or anonymize all Brand Data in its systems or otherwise in its possession or control, unless legally prohibited.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. This MSA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 12.2. The dispute resolution procedures (including informal resolution, optional mediation, and exclusive jurisdiction of the courts of England and Wales) set forth in the General Terms are incorporated herein by reference and shall apply to this MSA.

13. MISCELLANEOUS

13.1. Entire Agreement: This MSA, together with the General Terms, the Privacy Policy, any applicable Data Processing Addendum, and all Order Forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. 13.2. Amendments: No modification, amendment, or waiver of any provision of this MSA shall be effective unless in writing and signed by authorized representatives of both Parties, except that INFRAME may update the General Terms and Privacy Policy as described therein. 13.3. Waiver: No failure or delay by either Party in exercising any right under this MSA shall constitute a waiver of that right. 13.4. Severability: If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA shall remain in effect. 13.5. Assignment: Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, INFRAME may assign this MSA in its entirety (including all Order Forms), without consent of Brand, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 13.6. Notices: All notices under this MSA shall be in writing and shall be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested. Notices to INFRAME shall be sent to its registered office address with a copy to [email protected]. Notices to Brand shall be sent to the address or email address provided in the Order Form or Account registration. 13.7. Force Majeure: Neither Party shall be liable for any failure or delay in performance under this MSA (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party's reasonable control and occurring without that Party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving such Party's employees), or Internet service provider failures or delays. 13.8. Relationship of the Parties: The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

IN WITNESS WHEREOF, the Parties have executed this Master Subscription Agreement as of the Effective Date (or by Brand's acceptance of an Order Form incorporating this MSA).

INFRAME AFFILIATES LTD.

By: ******_****** Name: ******_****** Title: ******_****** Date: ******_******

[BRAND NAME]

By: ******_****** Name: ******_****** Title: ******_****** Date: ******_******

(Note: For online acceptance, Brand's affirmative action of clicking "I agree" or similar, or executing an Order Form that references this MSA, will constitute its binding acceptance of this MSA.)

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[END OF MASTER SUBSCRIPTION AGREEMENT]