INFRAME AFFILIATES LTD. - TERMS AND CONDITIONS

Effective Date: Upon Your acceptance by creating an account or using the Services.

These Terms and Conditions ("Terms") govern Your access to and use of the INFRAME AFFILIATES LTD. website, platform, and associated services (collectively, the "Services"). INFRAME AFFILIATES LTD. ("INFRAME," "we," "us," or "our") is a company registered in England and Wales with company number 16332640 and registered office at 71-75, Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

By creating an account, accessing, or using the Services, You ("You," "Your," "User") agree to be bound by these Terms, our Privacy Policy (available at [Link to Your Privacy Policy]), and any other policies or guidelines referenced herein. If You are using the Services on behalf of an entity or organization ("Company"), You represent and warrant that You have the authority to bind that Company to these Terms, and "You," "Your," and "User" will refer to that Company.

PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS

1.1. "Account" means the account You create to access and use the Services. 1.2. "Affiliate Link" means a unique URL provided through the Services that allows Brands and Creators to track referrals and sales. 1.3. "Brand" means a business entity that subscribes to the Services to connect with Creators for the purpose of promoting its products or services available on its Shopify Store. 1.4. "Brand Content" means any logos, trademarks, images, videos, text, or other materials provided by a Brand for use in connection with the Services or by Creators. 1.5. "Commission" means the payment due from a Brand to a Creator, facilitated through INFRAME, based on sales or other compensable actions generated through an Affiliate Link, as determined by the Brand. 1.6. "Creator" means an individual (e.g., YouTuber) or entity that signs up for the Services to partner with Brands and earn Commissions by promoting Brand products or services. 1.7. "Creator Content" means any content produced by a Creator that incorporates or promotes a Brand or its products/services using an Affiliate Link. 1.8. "INFRAME Platform" means the proprietary software, technology, and infrastructure, including the Shopify App, that powers the Services. 1.9. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. 1.10. "Order" means the online subscription process completed by a Brand to subscribe to specific Service tiers. 1.11. "Parties" means You and INFRAME collectively. 1.12. "Personal Data" means any information relating to an identified or identifiable natural person as defined by applicable data protection laws. 1.13. "Shopify App" means the INFRAME application that Brands must install on their Shopify Store to enable tracking of sales and Commissions via Affiliate Links. 1.14. "Shopify Store" means the e-commerce store operated by a Brand on the Shopify platform. 1.15. "Subscription Fee" means the fee payable by Brands to INFRAME for access to and use of the Services, as per the selected subscription tier ("Essential" or "Growth"). 1.16. "User Generated Content" means Brand Content and Creator Content collectively.

2. THE SERVICES

2.1. Service Overview: INFRAME provides a platform that automates the process for Brands to connect with Creators for affiliate marketing partnerships. Key features include: _ Matching Brands with Creators. _ Generation and management of Affiliate Links. _ Tracking of sales and other compensable actions through Affiliate Links using UTM parameters and the INFRAME Shopify App. _ Automated calculation of Commissions. _ Facilitation of Commission payments from Brands to Creators, and collection of Subscription Fees from Brands. 2.2. Shopify Integration: The Services are critically dependent on integration with the Brand's Shopify Store via the INFRAME Shopify App. Brands acknowledge and agree that: _ They must install and maintain the INFRAME Shopify App on their Shopify Store for the Services to function correctly. _ INFRAME relies on data from the Shopify Store (e.g., order information, refunds) for Commission calculation and tracking. _ INFRAME is not responsible for any issues arising from the Brand's Shopify Store configuration, Shopify platform outages, or errors in data provided by Shopify. 2.3. Eligibility: _ To use the Services as a Brand, You must operate a Shopify Store and provide accurate business and payment information. _ To use the Services as a Creator, You must be at least 18 years of age (or the age of majority in Your jurisdiction, if greater) and link a valid YouTube account (or other platform accounts as may be supported by INFRAME in the future). _ You may not access or use the Services if You are legally prohibited from receiving or using the Services under the laws of the country in which You are resident or from which You access or use the Services. 2.4. Account Registration and Security: _ You must provide accurate, current, and complete information during the registration process and keep Your Account information updated. _ You are responsible for safeguarding Your Account password and for all activities that occur under Your Account. _ You must notify INFRAME immediately of any unauthorized use of Your Account. * INFRAME is not liable for any loss or damage arising from Your failure to comply with these security obligations. 2.5. Modifications to Services: INFRAME reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, with or without notice. You agree that INFRAME will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services. If we make material changes that adversely affect Your use of the Services, we will provide You with reasonable notice via email or in-app notification.

3. USER OBLIGATIONS AND CONDUCT

3.1. Lawful Use: You agree to use the Services only for lawful purposes and in accordance with these Terms and all applicable laws and regulations (including but not limited to those related to marketing, advertising, privacy, and consumer protection). 3.2. Prohibited Conduct: You agree not to, and not to permit any third party to: _ Use the Services in any manner that is fraudulent, deceptive, or misleading. _ Upload, post, transmit, or otherwise distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable (including but not limited to racist or homophobic content). _ Infringe upon the Intellectual Property Rights or other proprietary rights of INFRAME or any third party. _ Interfere with or disrupt the integrity or performance of the Services or the data contained therein. _ Attempt to gain unauthorized access to the Services or its related systems or networks. _ Use the Services to build a competitive product or service. _ Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the INFRAME Platform. _ Engage in any activity that could damage, disable, overburden, or impair INFRAME's servers or networks. 3.3. Brand Specific Obligations: _ Ensure all Brand Content provided is accurate, not misleading, and that You have all necessary rights to use and authorize use of such Brand Content. _ Clearly define Commission rates and terms for Creators. _ Promptly review and address any Commission disputes raised within the specified timeframe. _ Comply with all terms of their Shopify agreement. 3.4. Creator Specific Obligations: _ Ensure all Creator Content is original or that You have the necessary rights to use it. _ Clearly and conspicuously disclose affiliate relationships in Creator Content as required by applicable laws and platform guidelines (e.g., YouTube's policies). _ Not engage in any practices that artificially inflate clicks, impressions, or sales (e.g., using bots, click farms). _ Comply with the terms of service of the platforms where Creator Content is shared (e.g., YouTube).

4. FEES, COMMISSIONS, AND PAYMENTS

4.1. Brand Subscription Fees: _ Brands agree to pay the Subscription Fees associated with their selected subscription tier ("Essential" - free, or "Growth" - paid). _ Paid Subscription Fees are billed in advance on a monthly or yearly basis, as selected in the Order. _ Payments can be made by credit/debit card or Google Pay. _ All Subscription Fees are non-refundable except as expressly stated in these Terms or required by law. _ Subscription Fees are charged in US Dollars (USD). 4.2. Commissions: _ Brands determine the Commission rates payable to Creators for sales or other actions generated through Affiliate Links. _ INFRAME will track and calculate Commissions based on data from the Brand's Shopify Store via the INFRAME Shopify App. _ Commissions are not payable on orders that are refunded, fraudulent, or otherwise invalidated by the Brand in accordance with its policies and these Terms. _ Brands have a 14-day window from the date a Commission is provisionally calculated to dispute its validity. After this window, undisputed Commissions are considered final and payable. 4.3. INFRAME's Commission Service Fee: _ For Brands: INFRAME charges Brands a service fee equal to 12.5% of the total confirmed Commissions payable to Creators. This fee is in addition to the Commission amount itself and will be invoiced to the Brand alongside the Commissions. _ For Creators: INFRAME deducts a service fee equal to 12.5% from the total confirmed Commissions payable to the Creator. The amount available for withdrawal by the Creator will be net of this fee. 4.4. Payment Processing & Currency: _ Brands authorize INFRAME to charge their designated payment method for Subscription Fees and the total sum of confirmed Commissions plus INFRAME's Brand-side commission service fee. _ Commission amounts are initially determined based on the currency of the original order on the Brand's Shopify Store. INFRAME converts these amounts to Great British Pounds (GBP) using a third-party exchange rate API at the time of invoicing the Brand. All Commission invoices to Brands and payouts to Creators (after INFRAME's service fee deduction) will be in GBP. INFRAME is not responsible for fluctuations in exchange rates. _ Creators can withdraw their earned Commissions (net of INFRAME's Creator-side service fee) to their nominated bank account once these Commissions have been paid by the Brand to INFRAME and cleared any applicable dispute or holding periods. _ You are responsible for providing accurate payment information (e.g., bank account details for Creators, card details for Brands) and keeping it up to date. INFRAME is not liable for payments made to an incorrect account if incorrect information was provided. 4.5. Taxes: _ All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, use tax, or withholding*tax (collectively, "Taxes").

• You are responsible for paying all Taxes associated with Your purchases and earnings hereunder. If INFRAME has a legal obligation to pay or collect Taxes for which You are responsible, INFRAME will invoice You and You will pay that amount unless You provide INFRAME with a valid tax exemption certificate authorized by the appropriate taxing authority. _ INFRAME is not responsible for determining whether Taxes apply to Your transactions or for collecting, reporting, or remitting any Taxes arising from any transaction. 4.6. Late Payments & Disputes: _ For Brands, if any invoiced amount is not received by INFRAME by the due date, then without limiting our rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and Orders on shorter payment terms. _ If a Brand or Creator terminates their Account with outstanding fees or Commission obligations, INFRAME reserves the right to prevent re-registration or use of the Services until such amounts are paid.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. INFRAME IP: INFRAME and its licensors own all right, title, and interest, including all related Intellectual Property Rights, in and to the Services, the INFRAME Platform, INFRAME's trademarks, and any aggregated, anonymized data derived from the use of the Services. These Terms do not grant You any rights to INFRAME's Intellectual Property Rights except for the limited right to access and use the Services as expressly permitted herein. 5.2. Brand Content & License to INFRAME: Brands retain all ownership rights in their Brand Content. Brands grant INFRAME a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, display, and prepare derivative works of the Brand Content solely for the purpose of providing and promoting the Services and facilitating partnerships with Creators. 5.3. Creator Content & License to INFRAME: Creators retain all ownership rights in their Creator Content. Creators grant INFRAME a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, display, and publicly perform the Creator Content to the extent necessary for INFRAME to provide the Services, and for INFRAME's marketing and promotional purposes related to the Services (e.g., showcasing successful partnerships, with Creator's reasonable approval for specific identifiable uses). 5.4. License to Creators (from Brands): Brands grant Creators participating in their affiliate programs a limited, non-exclusive, non-transferable, revocable license to use the Brand Content (e.g., logos, product images) solely for the purpose of creating Creator Content to promote the Brand's products or services in accordance with the Brand's guidelines and these Terms. Creators may not use Brand trademarks or Brand Content for any other purpose or in a manner that disparages the Brand. 5.5. User Generated Content: INFRAME does not own any User Generated Content. You are solely responsible for Your User Generated Content and the consequences of posting, publishing, or sharing it. INFRAME does not endorse any User Generated Content or any opinion, recommendation, or advice expressed therein. 5.6. Feedback: If You provide INFRAME with any feedback, suggestions, or ideas regarding the Services ("Feedback"), You hereby grant INFRAME a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback for any purpose, without any attribution or compensation to You.

6. DATA PRIVACY

6.1. Privacy Policy: INFRAME's collection and use of Personal Data in connection with the Services is described in our Privacy Policy, available at [Link to Your Privacy Policy]. By using the Services, You agree to the terms of the Privacy Policy. 6.2. Data Processing (Brands): If You are a Brand, You acknowledge that INFRAME acts as a data processor on Your behalf with respect to any Personal Data of Your customers processed via the Shopify App for Commission tracking. You are the data controller for such data and warrant that You have all necessary consents and lawful bases for INFRAME to process this data as described. Both Parties agree to comply with applicable data protection laws, including the GDPR and UK GDPR. Further details will be outlined in a Data Processing Addendum if required by applicable law or requested. 6.3. Data Security: INFRAME will implement and maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of data You provide to the Services. 6.4. Data Storage and Transfer: Personal Data collected by INFRAME is stored within the United Kingdom (UK) / European Economic Area (EEA). INFRAME will not transfer Your Personal Data outside the UK/EEA without ensuring appropriate safeguards are in place as required by applicable data protection laws.

7. CONFIDENTIALITY

7.1. "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. INFRAME's Confidential Information includes the Services, its features, pricing, and business plans. Your Confidential Information includes Your non-public business information and data You provide to the Services that is not intended for public display. 7.2. Obligations: The Receiving Party agrees to: (i) use the Disclosing Party's Confidential Information solely for the purpose of exercising its rights and performing its obligations under these Terms; (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted herein; and (iii) protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. 7.3. Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure. 7.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.

8. TERM AND TERMINATION

8.1. Term: These Terms commence on the Effective Date and continue until Your Account is terminated by either You or INFRAME. 8.2. Termination by You: _ Brands with paid subscriptions may terminate their subscription at the end of their current billing cycle (monthly or yearly) by providing notice through their Account settings or by contacting [email protected]. No refunds will be provided for any unused portion of the subscription term. _ Users of free services (Essential tier Brands, Creators) may terminate their Account at any time by contacting [email protected] or through Account settings if available. 8.3. Termination or Suspension by INFRAME: INFRAME may, in its sole discretion, suspend or terminate Your Account and access to the Services, or parts thereof, immediately and without prior notice or liability, for any reason or no reason, including but not limited to: _ If You breach any material provision of these Terms. _ For engaging in Prohibited Conduct (Section 3.2). _ If Your use of the Services poses a security risk to INFRAME or other users. _ If You have outstanding unpaid Fees or Commission-related payments that are overdue. _ If INFRAME believes, in its sole discretion, that Your actions may cause legal liability for INFRAME, You, or other users. _ For prolonged inactivity. _ If INFRAME decides to discontinue the Services. 8.4. Effect of Termination: _ Upon termination, Your right to access and use the Services will immediately cease. _ All outstanding payment obligations incurred prior to termination (including Subscription Fees for Brands, and any due Commissions and INFRAME service fees related thereto) will become immediately due and payable. INFRAME may prevent re-registration if outstanding amounts are not settled. _ INFRAME will facilitate the payment of any confirmed and undisputed Commissions that were earned by Creators prior to termination, subject to Brands fulfilling their payment obligations to INFRAME. _ Provisions of these Terms that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, confidentiality, and dispute resolution. _ INFRAME may delete Your Account data upon termination, subject to its data retention policies and legal obligations. It is Your responsibility to export any data You wish to retain prior to termination, if such functionality is available.

9. DISCLAIMERS

9.1. NO PROFESSIONAL ADVICE: ANY INFORMATION PROVIDED BY INFRAME AS PART OF THE SERVICES (E.G., SUGGESTED MATCHES, PERFORMANCE ANALYTICS) IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE FINANCIAL, LEGAL, MARKETING, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS FOR SUCH ADVICE. 9.2. "AS IS" AND "AS AVAILABLE": THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFRAME AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 9.3. NO WARRANTY OF PERFORMANCE: INFRAME MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. 9.4. USER INTERACTIONS: INFRAME IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. INFRAME DOES NOT GUARANTEE THE SUCCESS OF ANY AFFILIATE PARTNERSHIP, THE PERFORMANCE OF ANY BRAND OR CREATOR, OR THE ACCURACY OF COMMISSIONS (ALTHOUGH WE STRIVE TO CALCULATE THEM ACCURATELY BASED ON PROVIDED DATA). DISPUTES BETWEEN BRANDS AND CREATORS ARE TO BE RESOLVED BETWEEN THEMSELVES; INFRAME DOES NOT ACT AS AN ARBITRATOR OR MEDIATOR IN SUCH DISPUTES. 9.5. THIRD-PARTY SERVICES AND CONTENT: The Services may integrate with or link to third-party websites, services (e.g., Shopify, YouTube, payment processors, exchange rate APIs), or content. INFRAME does not control and is not responsible for such third-party services or content. Your use of third-party services is subject to their respective terms and privacy policies.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless INFRAME and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of, or inability to use, the Services; (b) Your User Generated Content, including any claim that it infringes or misappropriates the Intellectual Property Rights or other rights of a third party; (c) Your violation of these Terms or any applicable laws or regulations; (d) Your interactions or disputes with other Users (Brands or Creators); (e) Your violation of any rights of another, including any Intellectual Property Rights or privacy rights; (f) If You are a Brand, any claims related to Your products, services, or Shopify Store.

INFRAME reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of INFRAME.

11. LIMITATION OF LIABILITY

11.1. NO INDIRECT DAMAGES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INFRAME OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF INFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES. 11.2. MAXIMUM AGGREGATE LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFRAME'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU (IF YOU ARE A BRAND) TO INFRAME IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; (B) THE TOTAL AMOUNT OF INFRAME'S SERVICE FEES EARNED FROM YOUR COMMISSIONS (IF YOU ARE A CREATOR) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (C) ONE HUNDRED GREAT BRITISH POUNDS (£100.00). 11.3. EXCLUSIONS: THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 WILL NOT APPLY TO: (A) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY INFRAME'S NEGLIGENCE; (B) LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY INFRAME; (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 11.4. BASIS OF THE BARGAIN: THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND INFRAME.

12. DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

12.1. Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their 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. Informal Resolution: We want to address Your concerns without needing a formal legal case. Before filing a claim against INFRAME, You agree to try to resolve the dispute informally by contacting [email protected]. We'll try to resolve the dispute informally by contacting You via email. If a dispute is not resolved within sixty (60) days of submission, You or INFRAME may bring a formal proceeding. 12.3. Mediation (Optional): If the dispute cannot be resolved through informal negotiation, the Parties may agree to attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. 12.4. Exclusive Jurisdiction: Subject to the informal resolution and optional mediation provisions, You and INFRAME agree that any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts of England and Wales, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. GENERAL PROVISIONS

13.1. Entire Agreement: These Terms, together with the Privacy Policy and any Orders (for Brands), constitute the entire agreement between You and INFRAME regarding Your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. 13.2. Amendments: INFRAME reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the revised Terms on our website with an updated "Last Modified" date and/or by sending an email to the address associated with Your Account. Your continued use of the Services after such changes become effective constitutes Your acceptance of the new Terms. If You do not agree to the modified Terms, You must stop using the Services and terminate Your Account. 13.3. Waiver: No failure or delay by INFRAME in exercising any right under these Terms will constitute a waiver of that right. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. 13.4. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in full force and effect. 13.5. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without INFRAME's prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. INFRAME may assign or transfer these Terms, in whole or in part, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns. 13.6. No Third-Party Beneficiaries: Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms. 13.7. Notices: _ To INFRAME: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by INFRAME by email (to the address associated with Your Account) or by posting to the Services. _ To You: For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Legal notices to INFRAME should be sent to: INFRAME AFFILIATES LTD., 71-75, Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, with a copy to [email protected]. 13.8. Force Majeure: INFRAME will not be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials, or failures of public or private telecommunications networks. 13.9. Relationship of the Parties: The relationship between You and INFRAME is that of independent contractors. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. 13.10. Language: These Terms are prepared and concluded in English. If INFRAME provides a translation of these Terms, the English version will prevail in case of any conflict or discrepancy.

14. CONTACT INFORMATION

If You have any questions about these Terms, please contact INFRAME AFFILIATES LTD. at: Email: [email protected] Address: 71-75, Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

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