JOOR TERMS OF SERVICE

LAST MODIFIED: OCT 31, 2025

BY ACCESSING OR USING ANY JOOR SERVICES, SIGNING A MEMBERSHIP FORM THAT REFERENCES THIS AGREEMENT, OR OTHERWISE INDICATING ACCEPTANCE OF THIS AGREEMENT, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNLESS OTHERWISE EXPRESSLY AGREED UPON BY YOU AND JOOR IN THE APPLICABLE ACCESS METHOD OR MEMBERSHIP FORM THROUGH LANGUAGE THAT REFERENCES THIS AGREEMENT AND COMMUNICATES THE PARTIES’ INTENT TO MODIFY ONE OR MORE SPECIFIC PROVISIONS OF THIS AGREEMENT WITH RESPECT TO SUCH ACCESS OR MEMBERSHIP FORM. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. IF YOU ARE USING ANY JOOR SERVICES AS AN EMPLOYEE, CONTRACTOR, REPRESENTATIVE OR AGENT OF A CORPORATION, PARTNERSHIP, ORGANIZATION OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO, AND ACKNOWLEDGE THAT ALL REFERENCES TO YOU IN THIS AGREEMENT ALSO REFER TO SUCH PARTY ON WHOSE BEHALF YOU ARE ACTING. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

These JOOR Terms of Service (“Agreement”) are entered into by and between JOOR Access LLC (“JOOR”) and the party (“MEMBER”) placing accessing, or placing an order for, any JOOR Services. This Agreement consists of the terms and conditions set forth below and any ancillary documents (including attachments, addenda and exhibits) expressly referenced as part of the Agreement, and any access methods or Membership Forms that reference this Agreement. This Agreement, including any and all schedules and exhibits hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

“Membership Form” means (i) the JOOR ordering document (and/or SOW, if applicable) governed by this Agreement that is signed by JOOR and Customer and specifies the JOOR Services procured by MEMBER, or (ii) any other confirmation specifying the JOOR Services selected by MEMBER for purchase or use via any JOOR website or mobile app. In the event of a discrepancy arising between the Membership Form and Agreement, or with respect to specific provisions herein expressly referenced in the Membership Form as intended to be modified, deleted, superseded or replaced, the terms outlined in the Membership Form shall take precedence.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Member’s initial access to any JOOR Service through any online provisioning, registration or order process, or (b) the effective date of the first Membership Form referencing this Agreement. Unless otherwise specified, the effective date of a Membership Form is the date on which it is mutually agreed by JOOR and Member, which may be earlier than the start date of the Subscription Term for JOOR Services referred to in such Membership Form.

Any provisions of these Terms of Service that are inconsistent or contradictory with the Membership Form shall be of no force or effect. MEMBER may enter into Membership Forms on behalf of its Affiliates, provided that JOOR must accept such Membership Forms, and MEMBER shall remain responsible for all obligations under such Membership Forms. Affiliates means (a) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest; (b) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party or (c) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists. Unless otherwise specified, the term “written” shall include paper, fax or e-mail communication.

From time to time, JOOR may modify this Agreement. Unless otherwise specified by JOOR, changes become effective for MEMBER upon renewal of the then-current Subscription Term or upon the effective date of a new Membership Form after the updated version of this Agreement goes into effect. JOOR will use reasonable efforts to notify MEMBER of the changes through communications via MEMBER’s Account, email or other means. MEMBER may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or upon the effective date of a new Membership Form, and in any event continued use of any JOOR Service after the updated version of this Agreement goes into effect will constitute MEMBER’s acceptance of such updated version.

In consideration of the mutual obligations and covenants set forth herein, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows

1. License. Subject to MEMBER’s compliance with the terms and conditions of this Agreement, during the Term (as defined herein) JOOR grants to MEMBER membership in the JOOR network and a non-exclusive, limited, worldwide, non-transferable, non-sublicensable right and license to access and use such network, including the website currently hosted at https://jooraccess.com (the “Website”) and any other application or platform used to access such network (the Website and all such applications and platforms, collectively, the “Network”).

2. Fees and Payment for Purchased Services.

   1. Payment. If fees are applicable to MEMBER, such fees and other payment terms are as set forth in the Membership Form. Each subsequent annual Membership Fee shall be payable to JOOR in full no more than ten (10) days after start of each renewal term. All Membership Fees must be paid in U.S. Dollars and are final and non-refundable. Accepted forms of payment are electronic bank transfer or check drawn on a U.S. bank. Credit card payment is subject to acceptance by JOOR and may be subject to further terms and conditions.
   2. Suspension of Service. If any amount owing by the MEMBER under this or any other agreement for JOOR services is 30 or more days overdue, JOOR may, without limiting JOOR’s other rights and remedies, suspend JOOR’s services to MEMBER until such amounts are paid in full. JOOR will give MEMBER 10 days’ prior notice by email that the MEMBER account is overdue for billing notices before suspending service for MEMBER, and will restore service within two (2) business days after payment in full has cleared.
   3. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). MEMBER is responsible for paying all Taxes associated with the Services under this Agreement and all Membership Forms, excluding Taxes based solely on JOOR’s net income. If JOOR is deemed to have the legal obligation to pay or collect Taxes for which MEMBER is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by MEMBER, unless MEMBER provides JOOR with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Term. Unless earlier terminated in accordance with its terms, this Agreement shall commence on the Contract Start Date specified in the Membership Form and end on the Contract End Date specified in the Membership Form, or if no such dates are specified in the Membership Form, this Agreement shall commence on the Effective Date and remain in effect for an initial term of one (1) year (in either case, the “Initial Term”); thereafter, this Agreement shall automatically renew for additional one (1) year terms unless, at least thirty (30) days prior to the expiration of the then-current term, either party provides written notification to the other of its intention to not renew. The “Term” or the “Subscription Term” means the period of time during which MEMBER is authorized to access the relevant JOOR Services as specified above and/or in the applicable Membership Form (including the Initial Term and any such renewal). In the event that either party is in material breach of this Agreement, the other party may terminate this Agreement with thirty (30) days’ prior written notice to the breaching party, provided such breach is not cured within this thirty (30) day notice period.

4. Activation, Usage, and Users

   1. MEMBER agrees to enable its JOOR member page (the “Member Page”) on the JOOR private network using JOOR’s standard member page setup processes. Full access to the Network and commercial functionality will not be granted or provided until the Member Page is enabled accordingly. JOOR will not make any changes to the Member Page without MEMBER’s express written consent. A JOOR Full Access User (“JOOR Full Access User”) may enter, alter, or manipulate data on the Website or Network including but not limited to importing data, order creation, and establishing or changing administrative settings. A JOOR Admin User (“JOOR Admin User”) may view the Network and perform functions such as report generation, export reports, and view orders. A JOOR Admin User will have no ability to enter, alter, or manipulate data on the Network.
   2. MEMBER shall use the Network only in accordance with the terms of this Agreement. MEMBER shall not create any representation, warranty, or obligation on behalf of JOOR or imply that MEMBER has any right to do so.
   3. MEMBER shall use the Network only in accordance with the terms and conditions of this Agreement and the Brand Page Terms published from time to time on the Website and incorporated into this Agreement by this reference. In the event of any conflict between the Brand Page Terms and this Agreement, the terms of this Agreement shall govern and prevail.
   4. “User” means an individual who is authorized by MEMBER to use the Network, for whom MEMBER have purchased a Membership Fee, and to whom MEMBER (or, when applicable, JOOR at MEMBER’s request) have supplied a user identification and password. Active Users may include, for example, MEMBER employees, consultants, contractors and agents, and third parties with which MEMBER transacts business.
   5. User Limits. Membership is subject to User limits, including, but not limited to, the quantities specified in a Membership Form. Unless otherwise specified, (1) if a quantity in a Membership Form refers to Users, then the Network may be accessed in higher amounts than the applicable User quantity only through the payment of additional fees as described below, (2) a User’s password may not be shared with any other individual, and (3) except as set forth in a Membership Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Website or Network. If MEMBER exceeds a contractual User limit, at JOOR’s sole option or as described on the Membership Form, (1) such User limits in MEMBER’s MEMBERSHIP Form will automatically be increased for the applicable User quantity at the applicable cost increase and MEMBER will promptly be charged for (or upon JOOR’s request, pay any invoice) additional usage in accordance with Section 2 (Fees and Payment for Purchased Services), or (2) JOOR may seek to reduce MEMBER’s Users so that it conforms to that limit. User count reduction may only occur at the time of renewal as per Section 3.

5. Trademarks and Other Intellectual Property.

   1. License. MEMBER grants to JOOR during the Term a limited, worldwide, non-exclusive, royalty-free license to use and display MEMBER’s name(s), trademark(s), logos, and other intellectual property on the Member Page and the applicable brand section of the Website and in certain other sales and marketing contexts related to MEMBER’s participation in the Network including in and on the Website.
   2. JOOR Ownership. Except as expressly provided herein, as between the parties JOOR is the sole and exclusive owner of all content and intellectual property and other rights, title and interests in and to the JOOR services, the Network and the Website, including without limitation the trademarks JOOR(SM) and JOORACCESS.COM(SM), the copyrights in and to the Website, and the technology used in providing the JOOR services.
   3. MEMBER Ownership. As between the parties, MEMBER owns all rights, title and interest in and to any designs, writings, text, business data, processes, databases, customer or employee information, components, products, specifications, MEMBER name(s), logo(s), trademarks, trade names, service marks, and any other materials and information which are provided by or on behalf of MEMBER to JOOR in connection with the services hereunder (collectively, “Member Materials”), and JOOR shall not use the Member Materials, in whole or in part, for any other purpose other than as required to provide the JOOR services in accordance with the terms and conditions of this Agreement; provided, however, that JOOR may sub-license the Member Materials of a brand member in the Network to any retail member in the Network who sells such brand member’s items at retail, in connection with such sales. For the avoidance of doubt, the MEMBER has full control to accept or reject a retail connection request.
   4. Data. JOOR shall be permitted to use any information that is collected on the Website or through the Network, whether or not personally identifiable and in connection with the JOOR services provided hereunder. Notwithstanding the foregoing, this does not and is not intended to contradict 5c.

6. Confidentiality. “Confidential Information” means any information or data received by a party (“Recipient”) from or on behalf of the disclosing party (“Discloser”) in connection with this Agreement that Recipient knows or has reason to know is confidential or proprietary (either because such information or data is marked or otherwise identified by Discloser as confidential or proprietary or is of a type that a reasonable person would recognize to be confidential, commercially sensitive, commercially valuable, or not generally known in the relevant trade or industry). “Confidential Information” includes the terms of this Agreement, provided that either party may disclose the terms of this Agreement to its officers, directors, and professional services providers who are bound to maintain the confidentiality hereof in connection with a merger, financing or similar transaction. Confidential Information shall remain the sole property of Discloser, and Recipient shall use Discloser’s Confidential Information solely as necessary to exercise its rights and fulfill its obligations under this Agreement (including in connection with any dispute arising in connection with this Agreement). Recipient shall keep the Confidential Information of Discloser confidential and protect it from unauthorized use and disclosure using at least the same degree of care as Recipient employs with respect to its own Confidential Information, but in no event less than reasonable care. Neither party will disclose Confidential Information to third parties other than its agents, employees and representatives on a need-to-know basis (provided that such agents, employees or representatives are subject to confidentiality obligations at least as protective of Confidential Information as the protections contained herein) or as otherwise provided herein. This provisions of this section shall not apply to information that (i) was rightfully in Recipient’s possession without restriction prior to its receipt from Discloser; (ii) is publicly available or becomes publicly available through no act or omission of Recipient; (iii) is independently developed by Recipient without the use of Confidential Information and without breach of this Agreement; or (iv) is or has been disclosed to Recipient without restriction by a third party who is not under an obligation of confidentiality with respect thereto. Both parties acknowledge and agree that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 6 and that such breach would cause irreparable harm entitling Discloser to seek immediate injunctive relief, without an obligation to post a bond, in addition to whatever other remedies it might have at law or under this Agreement. If Recipient becomes legally compelled to disclose any of Discloser’s Confidential Information, Recipient shall (to the extent legally permitted) provide Discloser with prompt prior written notice of such requirement so Discloser may seek a protective order or other appropriate remedy. Recipient will cooperate reasonably with Discloser in any effort Discloser undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed. Upon any termination or expiration of this Agreement, Recipient shall return (or at Discloser’s option, destroy) any Confidential Information in Recipient’s possession or under its control.

7. Representations and Warranties; Disclaimer.

   1. Mutual. Each party represents that (i) it has full power and authority and has been duly authorized, to enter into and perform its obligations under this Agreement, all necessary approvals of any Board of Directors, shareholders, partners, co-tenants and lenders having been obtained; (ii) the execution, delivery and performance of this Agreement by each party will not violate, create a default under or breach of any charter, bylaws, agreement, or other contract, license, permit, indebtedness, certificate, order, decree or security instrument to which such party or any of its principals is a party or is subject; (iii) the person signing this Agreement is authorized to execute this Agreement for and on behalf of such party and has full authority to so bind such party; and (iv) it will comply with applicable laws, rules and regulations in its performance of its obligations hereunder.
   2. JOOR. JOOR further represents and warrants that (i) the services provided hereunder shall materially conform to the mutually agreed upon specifications of the parties; (ii) to JOOR’s knowledge, the Website and Network, or MEMBER’s use of the Website or Network in compliance with this Agreement, do not infringe upon or misappropriate the intellectual property rights of a third party; and (iii) it will use commercially reasonable efforts to provide MEMBER with technical support and updates for applicable services and to satisfy the obligations and service levels specified in the JOOR Service Level Agreement, as attached to this Agreement as an Exhibit.
   3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 7, JOOR’S SERVICES HEREUNDER ARE PROVIDED “AS IS” AND NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, HEREUNDER, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. JOOR DOES NOT WARRANT THAT THE DELIVERABLES WILL RUN UNINTERRUPTED OR ERROR-FREE.

8. Indemnification.

   1. Indemnities. JOOR shall defend, indemnify and hold harmless MEMBER and its officers, directors, employees, agents, representatives, successors and assigns from and against any and all liabilities, damages, obligations, claims, demands, costs or expenses (including but not limited to attorneys’ fees and litigation expenses) from third parties relating to or arising out of, directly or indirectly, actually or allegedly, claims that MEMBER’S use of the Website or Network in compliance with this Agreement infringes upon or misappropriates the intellectual property or other proprietary rights of a third party. MEMBER shall defend, indemnify and hold harmless JOOR and its officers, directors, employees, agents, representatives, successors and assigns from and against any and all liabilities, damages, obligations, claims, demands, costs or expenses (including but not limited to attorneys’ fees and litigation expenses) from third parties relating to or arising out of, directly or indirectly, actually or allegedly, (i) any MEMBER Materials or information uploaded to or used on the Network or Website by or on behalf of MEMBER; or (ii) MEMBER’s use or modification of the Website or Network in any manner not in compliance with this Agreement, in each case including but not limited to claims based on an alleged copyright and/or trademark, service mark, trade name or any other intellectual property or proprietary right infringement or violation, libel, defamation, obscenity, misrepresentation, misappropriation, unfair competition, or any other violation of law, regulation or judicial or administrative order.
   2. Indemnity Procedure. Each party’s indemnification obligation under this Agreement is conditioned upon the party seeking indemnification providing the indemnifying party: (i) prompt written notice of the claim; (ii) the opportunity to assume sole control of the defense and any settlement of such claim; and (iii) at the indemnifying party’s request and expense, reasonable assistance and information in connection therewith. Furthermore, each party shall maintain customary amounts of insurance against losses and damages to persons or property caused in performance of services.

9. Non-waiver. The failure by JOOR to require performance of any provision hereof shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

10. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that this Agreement is valid and enforceable to the maximum extent permitted by law.

11. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR RELIANCE DAMAGES; OR (II) ANY DAMAGES EXCEEDING THE AMOUNTS ACTUALLY PAID TO JOOR IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE (OR, IF NO SUCH FEES ARE PAID OR PAYABLE BECAUSE MEMBER’S ACCESS TO THE JOOR SERVICES IS FREE, OR A BETA, TRIAL OR EVALUATION, THEN US$1,000.00). NOTWITHSTANDING THE FOREGOING, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL ACT.

12. Notices. Unless otherwise provided herein, all notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by facsimile if sent during normal business hours of the recipient, or if not, then on the next business day; (iii) three days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be to the addresses as set forth in the Membership Form or at such other address as a party may designate pursuant to notice given by such party in accordance with the terms of this section.

13. Relationship of Parties. The parties hereto are and will remain independent contractors and nothing herein will be deemed to create any agency, partnership, or joint venture relationship between the parties.

14. Miscellaneous. The parties agree that this Agreement may be executed in counterparts and that electronic, scanned, facsimile or xerograph copies shall be as valid and enforceable as originals. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement shall be in the federal and state courts located in New York City, and both parties hereby consent to such jurisdiction and venue for this purpose. The following Sections shall survive any termination or expiration of this Agreement: 2 (solely with respect to any outstanding fees owed at the time of termination or expiration), 5 (solely with respect to ownership rights), 6, 7.c, and 8 through 12. The parties each agree that the person signing this Agreement is authorized to execute this Agreement for and on behalf of such party and has full authority to so bind such party.