Plugpass Publisher Terms

These Publisher Terms (this "Agreement") are a binding agreement between Favonian, Inc., a Delaware corporation ("Plugpass," "we," or "us"), and the individual or entity registering as a publisher on the Plugpass marketplace ("Publisher" or "you"). If you are an individual acting on behalf of a company or other entity, "you" means that entity and you bind it to this Agreement. You indicate your assent to this Agreement when you sign up as a Publisher or submit a Plugin to the Plugpass marketplace; this Agreement does not need to be signed to be binding. This Agreement incorporates by reference the Plugpass Platform Terms of Service, which govern your Plugpass account and your use of the platform generally; in the event of a conflict as to your role as a Publisher, this Agreement controls. The Plugpass marketplace is not intended for and may not be used by anyone under the age of 16. Plugpass may modify this Agreement as described in Section 18 (Agreement Changes).

1. Introduction

Plugpass provides the platform Publishers use to offer, sell, and distribute plugins that add premium functionality to Claude and other compatible AI runtimes ("Plugins"): the accounts your end users hold with you for your Plugins, checkout, billing, entitlements, and distribution, on pages that carry your Plugin's branding, together with the publisher dashboard and tooling you use to run them. As a Publisher, you may charge for your Plugins or offer them free of charge. For each paid Plugin, you, not Plugpass, are the merchant of record and the seller: customer payments are processed on your own connected payment account, and Plugpass charges a platform fee on each transaction (Section 4). Your end users are your customers: they hold their accounts with you, agree to your End User Terms and End User Privacy Policy, and look to you for support; Plugpass operates those accounts and pages as your service provider (processor) under the Data Processing Addendum in Addendum A, does not buy or resell your Plugins, and is not a party to your relationship with your end users.

2. Key Definitions

2.1. "Plugpass marketplace" or "marketplace" means plugpass.ai and any other webpage, application, interface, service, or in-product experience Plugpass operates through which Plugins are made available, or through which end users sign up for, install, or purchase Plugins — including the pages Plugpass serves for your Plugins under your branding on a plugpass.ai subdomain or your own domain.

2.2. "Plugpass Marks" means the trademarks, trade names, service marks, and logos owned or used by Plugpass. Nothing in this Agreement grants you any ownership right in the Plugpass Marks or any other Plugpass intellectual property.

2.3. "Connected Account" means the Stripe Connect account you onboard through Plugpass and that serves as the merchant-of-record account for customer charges on your paid Plugins.

2.4. "End User Data" means any data, content, or information of an end user that you or your Plugin accesses, collects, or otherwise processes in connection with the marketplace, including the End User Account Data Plugpass processes on your behalf.

2.5. "End User Privacy Policy" means a legally adequate privacy policy you provide covering your processing of End User Data.

2.6. "End User Terms" means the terms governing an end user's account for and use of your Plugin — its purchases, subscriptions, and acceptable use, and incorporating the license included with the Plugin — presented to end users on your Plugin's pages.

2.7. "Laws" means all applicable laws, rules, regulations, and orders, including those relating to data privacy, data transfer, consumer protection, payments, and export.

2.8. "Plugins" means the plugins (including their skills, agents, tools, and other components, and any updates to them) that you make available through the marketplace.

2.9. "Platform Fee" means Plugpass's fee on each Sale, as described in Section 4.2.

2.10. "Sale" means any initial or renewal subscription to, or one-time or other paid purchase of (including a Pack or add-on), a paid Plugin through the marketplace.

2.11. "Security Incident" means any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss, or destruction of End User Data in your possession or control, (b) security vulnerability or compromise of your Plugin, or (c) issue involving your Plugin that materially degrades Plugpass's or a runtime provider's systems or networks.

2.12. "Publisher account" means the account under which you release one or more Plugins; it holds your Connected Account and is your public-facing publisher identity on the marketplace.

2.13. "End User Account Data" means the information about your end users that Plugpass processes on your behalf in operating your Plugins: account and sign-in details, agreement acceptances, purchases, subscriptions, entitlements, and usage of gated features, and billing details other than full payment-card numbers (which your payment provider holds).

3. Publishing Your Plugins

You register for a Plugpass account, create a Publisher account, and submit your Plugins to the marketplace using Plugpass's publisher tooling. You designate each Plugin as free or paid and configure its plans and entitlements. Plugpass may, in its discretion, approve, list, decline, or remove any Plugin, and may set marketplace guidelines and policies that are incorporated into this Agreement; this Agreement controls in the event of a direct conflict. Your Plugins and your use of the marketplace must comply with this Agreement and with the Plugpass Acceptable Use Policy (the "AUP").

4. Financial Terms

This Section 4 applies to paid Plugins.

4.1. Merchant of Record; Connected Account. For each paid Plugin, you are the merchant of record and seller. You must onboard and maintain a Stripe Connect Standard account (your "Connected Account") through Plugpass, and customer charges for your Plugins are made on your Connected Account. The Platform Fee (Section 4.2) applies to every charge made on your Connected Account. You own your Connected Account, control its payout schedule directly through Stripe, and own its negative-balance liability. You authorize Plugpass to facilitate billing on your behalf and to instruct charges and the Platform Fee on your Connected Account as described in this Section 4.

4.2. Platform Fee. For each Sale, Plugpass charges a Platform Fee at the rate then shown for your Publisher account in your Plugpass dashboard (the "Platform Fee Rate"), calculated as that rate applied to the total amount charged for the transaction. A standard default rate applies to every Publisher account unless Plugpass agrees in writing to a different minimum rate for your Publisher account; you may set your Platform Fee Rate at or above the minimum rate applicable to your Publisher account. The Platform Fee is collected as an application fee at the time of each charge and routed to Plugpass. Plugpass may change the standard default rate, but will not increase the minimum Platform Fee Rate applicable to your Publisher account to your detriment except on at least thirty (30) days' notice.

4.3. Pricing. You set the prices, tiers, and billing intervals for your paid Plugins, subject to any structural limits Plugpass applies to keep the marketplace functioning (for example, per-tier usage budgets). Plugpass creates and manages the corresponding payment-provider objects on your Connected Account based on your configuration.

4.4. Processing and Other Fees; Taxes. Payment-processing fees, payment-provider tax-service fees (where you enable them), and Connect-related fees are charged directly to your Connected Account; Plugpass does not absorb or mark up these fees. You are responsible for determining, collecting, and remitting any taxes applicable to your Sales, except to the extent the payment provider's tax services that you enable handle this. You are responsible for any taxes on amounts you receive.

4.5. Refunds, Chargebacks, and Disputes. Refunds, chargebacks, dispute fees, and related liabilities on your Plugins' transactions are handled on, and borne by, your Connected Account. Cancellations and refunds follow the platform-wide mechanics Plugpass enforces (cancellation takes effect at the end of the current billing period with no refund of fees already paid), which your End User Terms must state (Section 8.3(d)); you will not represent a different cancellation or refund policy for purchases made through the marketplace.

4.6. Packs and One-Time Purchases. Where you offer one-time purchases (including prepaid usage bundles ("Packs") and per-feature add-ons), each is a one-time charge on your Connected Account subject to the Platform Fee, in the same manner as a subscription Sale. One-time purchases are non-refundable and each expires twelve (12) months after purchase; these mechanics are enforced by Plugpass, may not be changed by the Publisher, and must be stated in your End User Terms (Section 8.3(d)); you will not represent a different policy for purchases made through the marketplace. You may, at your discretion, issue a refund for your own Plugin directly through your payment provider, outside the marketplace; doing so does not restore any quantity an end user has already used.

5. Your Content; License to Plugpass; End User Licensing

5.1. Delivery. You will provide your Plugin together with the related information and materials Plugpass requires to list and operate it, including the Plugin's name, description, category, icons and other branding, your pricing and plan configuration, security and privacy information, your End User Terms, and your End User Privacy Policy (collectively with the Plugin, "Content").

5.2. Accuracy. You are responsible for providing accurate Content and will promptly correct or update it as needed.

5.3. Compliance. You will ensure that all Content complies with this Agreement and the AUP. Because Plugins run on Claude and other AI runtimes, you and your Plugins must also comply with the applicable terms and acceptable-use policies of those runtimes (for example, Anthropic's terms and Acceptable Use Policy); Plugpass is not responsible for your or your end users' compliance with them.

5.4. License Grant to Plugpass. You grant Plugpass, during the Term (and thereafter as needed to wind down existing end-user relationships under Section 11), a nonexclusive, royalty-free, worldwide license to: (a) host, reproduce, distribute, and make available your Plugin through the marketplace to end users; (b) use, reproduce, reformat, excerpt, transmit, and publicly display and perform your Content for the purpose of operating, marketing, and listing the Plugin on the marketplace; and (c) store, copy, and use your Content as necessary to provide and improve the marketplace, to test and evaluate Plugins (including security scanning), and to exercise Plugpass's rights and enforce this Agreement.

5.5. License Clarifications. The licenses in Section 5.4 include the right to distribute updates to eligible end users and to continue making your Plugin available to existing end users after the Term as described in Section 11, and are granted under all applicable intellectual-property rights.

5.6. End User Terms, Privacy Policy, and License; Templates. You, not Plugpass, license your Plugin to end users and contract with them under your End User Terms, and you must present End User Terms and an End User Privacy Policy for each Plugin before it can be published (Section 8.3(d)). As a convenience, Plugpass offers an optional Plugin License Agreement (the "Plugpass EULA") that you may adopt as your Plugin's license, and a terms template and a sample publisher privacy policy that you may adopt as the starting point for your own documents hosted through Plugpass or replace with documents you host yourself. These templates are provided "as is," without warranty of any kind; you are solely responsible for the content you adopt and for its compliance with Laws; you should review it with your own legal counsel; and Plugpass has no liability arising from your use of any template. Where you adopt the Plugpass EULA, Plugpass's tooling writes it into your Plugin's LICENSE.md and the corresponding license identifier into your Plugin's manifest; otherwise your Plugin is governed by the license you state for it (which may be an open-source license). Plugpass is not a party to your End User Terms, End User Privacy Policy, or your Plugin's license and has no responsibility for your or any end user's compliance with them.

6. Support and Operation of Your Plugins

You are solely responsible for supporting and operating your Plugins, including any external services (such as your own MCP servers) your Plugins rely on, and for providing end users the information necessary to use your Plugins. You will provide a current support contact and respond to support requests within a commercially reasonable time, and within twenty-four (24) hours for any request Plugpass identifies as critical.

7. Reservation of Rights

As between you and Plugpass, you retain all right, title, and interest in and to your Content, excluding any Plugpass technology or materials included in it. Plugpass retains all right, title, and interest in and to the marketplace, the Plugpass publisher tooling and platform, the Plugpass Marks, and all related technology and intellectual property.

8. Additional Marketplace Terms

8.1. Prohibited Actions; Conduct. You may not reverse engineer, disassemble, or decompile any Plugpass platform technology, or take any action that interferes with or makes unauthorized use of Plugpass's or any third party's systems, networks, or services. You will not make any misrepresentation about Plugpass, the marketplace, or any runtime, and will conduct yourself professionally and not disparage Plugpass or the marketplace.

8.2. Reviews by You. If the marketplace allows you to review other Publishers' Plugins, your reviews must comply with the AUP and be made in good faith; you may not review your own or competitors' Plugins, except to respond informationally to inquiries about your Plugin.

8.3. End User Data; Privacy Obligations.

(a) Your End Users' Accounts. Your end users create accounts with you, on your Plugins' pages, to sign in to and purchase your Plugins; the accounts, and the End User Account Data behind them, are processed by Plugpass on your behalf and under your instructions as your processor, on the terms of the Data Processing Addendum (Addendum A). Plugpass makes that data available to you through the dashboard and its tooling (including your users list and your end users' billing details on your Connected Account) so you can provide and support the Plugin, bill for it, and communicate with your end users about it. Your Plugin may also collect End User Data directly from end users.

(b) You Are the Controller; Restrictions. You are the controller (or the equivalent under applicable Law) of the End User Data processed for your Plugins, and are responsible for your own compliance with Laws. You will obtain all necessary rights and consents for the processing of End User Data by you and, on your behalf, by Plugpass; you will not sell, rent, or syndicate any End User Data sourced through the marketplace; you will comply with all applicable marketing and data-protection Laws; and you will honor opt-out, unsubscribe, and deletion requests, including any Plugpass may forward to you. Except as stated in Addendum A, Plugpass has no liability for the End User Data you process.

(c) End User Communications. You may use End User Data to communicate with end users about your own products and services, with a working unsubscribe mechanism in every commercial message. You may not use End User Data to market products or services other than your own. You authorize Plugpass, and instruct it under Addendum A, to send transactional email to your end users on your behalf in operating your Plugins — sign-in codes and other account messages, and billing notices such as a failed renewal payment — under your Plugin's name and with replies directed to your support contact.

(d) End User Terms; Privacy Policy. Before a Plugin can be published, and at all times while it is available, you will present End User Terms and an End User Privacy Policy for it on its pages, obtain each end user's agreement to them (the sign-up and checkout flows Plugpass operates present them for you), and comply with them. Your End User Terms and End User Privacy Policy must meet the platform minimums: (i) the End User Terms state the billing mechanics Plugpass enforces on every purchase — subscriptions renew automatically at the then-current price until cancelled, with the end user's affirmative consent obtained at checkout; cancellation takes effect at the end of the current billing period with no refund of fees already paid; one-time purchases and Packs are non-refundable and expire twelve (12) months after purchase; and promotional discounts are subject to their stated terms; (ii) the End User Terms prohibit removing, disabling, bypassing, or circumventing the premium-feature access check and the authentication and entitlement mechanisms it relies on; (iii) both documents name Plugpass as the service provider that operates the Plugin's accounts, purchases, and pages on your behalf, and the End User Privacy Policy discloses the service providers that process End User Data — where the End User Privacy Policy is hosted through Plugpass, the subprocessor list Plugpass publishes on the Plugin's pages (whose Plugpass-derived entries are maintained automatically; you are responsible for adding the providers behind your own Plugin) satisfies this disclosure; and (iv) the End User Privacy Policy discloses how you access, collect, share, and store End User Data and that you (not Plugpass) are responsible for your processing. The Plugpass templates (Section 5.6) satisfy these minimums as published. You will promptly notify your end users and Plugpass of material changes to your End User Terms or End User Privacy Policy.

(e) Security. You will use industry-standard technical and organizational measures appropriate to the End User Data and processing involved.

(f) Security Incidents. Upon discovery of any Security Incident, unless prohibited by Law, you will notify Plugpass promptly (and within forty-eight (48) hours), provide information and reasonable assistance, and be solely responsible, at your own expense, for investigation, remediation, and any notifications to affected end users and regulators. You will obtain Plugpass's approval for any breach notification that refers to Plugpass.

(g) Security and Privacy Review. Plugpass (or an authorized third party) may review a Plugin or its supporting infrastructure to verify compliance with this Section 8.3 and the AUP, on reasonable notice.

8.4. Export Controls and Sanctions. You will comply with all applicable U.S. and other export-control and economic-sanctions Laws in connection with your Plugins, and you represent that your Plugins are authorized for export and re-export to the jurisdictions in which you make them available. You will indemnify Plugpass for any claim arising from your violation of export-control or sanctions Laws related to your Plugins.

8.5. Feedback. Any feedback you provide about the marketplace is voluntary, and Plugpass may use it for any purpose.

8.6. Aggregated Information. Plugpass may collect and use aggregated and de-identified information about the marketplace and Plugins that does not identify you or any individual.

9. Marketplace Operations; Suspension

9.1. Plugpass Control. Plugpass has sole discretion over the features and operation of the marketplace and is not obligated to list, promote, or continue to make available any Plugin.

9.2. Suspension. Without limiting any other right, Plugpass may suspend a Plugin where Plugpass (in its discretion) determines that doing so is warranted for safety, abuse-prevention, trust-and-safety, legal, or platform-integrity reasons (including violations of the AUP or of a runtime provider's terms). A suspension blocks new customer charges initiated through the marketplace for the affected Plugin and blocks publishing of updates to it; existing customers retain their entitlement through the end of their then-current period. Suspension is a platform-side status maintained by Plugpass and does not itself restrict your Connected Account, which is governed by your separate agreement with the payment provider.

9.3. Contamination; Circumvention. A suspension may propagate to other Plugins and Publisher accounts that share an owner, member, or administrator with the suspended Plugin or Publisher account, and such propagation is historical (it does not clear automatically when membership later changes). Any attempt to circumvent or evade a suspension — including by restructuring accounts or Publisher accounts, transferring or republishing a Plugin, or creating or using another account — may result in the immediate suspension or termination of the Publisher's other Plugins, Publisher accounts, and related accounts. Resolving the underlying suspension resolves the propagation arising from it. Plugpass retains discretion to make exceptions for legitimate operators.

9.4. End Users. Without limiting any other right, Plugpass may suspend or terminate an end user's access to any Plugin's paid features, decline or block transactions, and refuse service to an end user across the platform where Plugpass (in its discretion) determines that doing so is warranted for fraud prevention, abuse prevention, security, or platform-integrity reasons, and you authorize Plugpass to do so on your behalf under your End User Terms. Plugpass will inform you of such action affecting your end users where practicable.

9.5. Competing Claims Between Publishers. If you have a dispute with another Publisher regarding their Plugin or content (including intellectual-property claims), you will pursue it against that Publisher and not against Plugpass, and you release Plugpass from such claims; this does not affect your rights against the other Publisher.

9.6. Notice, Cure, and Appeal. Except where applicable law, a court or regulator, an emergency, or a serious risk of harm requires immediate action, Plugpass will notify the Publisher by email of a suspension under this Section 9 and the general reason for it. A suspension is lifted when the Publisher cures the underlying issue to Plugpass's reasonable satisfaction (for example, by submitting a corrected version of the affected Plugin). The Publisher may appeal a suspension once, in good faith, by replying to that notice or through the dashboard; Plugpass will review the appeal, and its decision on appeal is final. Plugpass may decline to consider frivolous or abusive appeals, and repeated misuse of the appeal process may result in forfeiture of further appeal rights.

10. Runtime Terms

Plugins run on Claude and other third-party AI runtimes, whose use is governed by the separate terms and acceptable-use policies of those runtime providers. Nothing in this Agreement changes those terms, and you and your Plugins must comply with them. In the event of a direct conflict between this Agreement and a runtime provider's terms as to activities on the marketplace, this Agreement governs as between you and Plugpass.

11. Term and Termination

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

11.2. Termination. (a) Either party may terminate this Agreement, in whole or as to particular Plugins, on thirty (30) days' notice, or immediately if the other party becomes insolvent or materially breaches its confidentiality, privacy, or intellectual-property obligations. (b) Plugpass may also terminate or suspend this Agreement or your account immediately on notice if you violate the AUP, if Plugpass ceases to operate the marketplace, or if Plugpass determines that your participation could create legal or business liability or harm to the marketplace, end users, or other Publishers.

11.3. Effect of Termination. After termination, Plugpass will use reasonable efforts to remove your Plugins' listings within a reasonable transition period, and may continue to make your Plugins available to existing end users for the remainder of their paid subscription or license terms in accordance with the applicable End User Terms. You will support a reasonable transition of existing end users and will communicate any changes to them accurately and professionally. Plugpass may retain copies of your Content for record-keeping.

11.4. Survival. Sections 4 (as to accrued amounts), 5.2, 7, 8, and 10 through 21, and Addendum A (for as long as Plugpass processes End User Account Data on your behalf), survive termination or expiration.

12. Representations and Warranties

You represent, warrant, and covenant that: (12.1) you are at least 18 and able to form a binding contract, and any individual accepting on your behalf is authorized to bind you; (12.2) you have full right, power, and authority to enter into and perform this Agreement; (12.3) you have obtained all rights necessary for the exercise of the rights granted under this Agreement and to end users in relation to your Content, and you are responsible for any royalties owed to your licensors; (12.4) your Content, and its distribution as contemplated here, will not violate any Law or infringe any third party's intellectual-property, privacy, publicity, or other rights; (12.5) you will promptly notify Plugpass if you lose any intellectual-property rights in your Plugins or learn of a related third-party claim; (12.6) your Content will not contain any viruses, malware, or other harmful code; and (12.7) you will include any attributions and notices required by third-party or open-source materials used in your Plugins.

13. Indemnity

13.1. By You. You will indemnify, defend, and hold harmless Plugpass and its affiliates and their officers, directors, employees, and contractors from any third-party claim, and any related damages, losses, or costs (including reasonable attorneys' fees), arising out of (i) your Content or Plugins (including claims by your end users), (ii) your breach of this Agreement, your End User Terms, or your End User Privacy Policy, or (iii) any Security Incident involving your Plugin or its supporting services. You will not settle any such claim in a manner that imposes obligations on Plugpass without Plugpass's prior written consent.

13.2. By Plugpass. Plugpass provides no indemnity to you under this Agreement; the marketplace and Plugpass's services are furnished subject to the disclaimers and limitations of liability in this Agreement.

14. Confidential Information

Each party will protect the other's non-public information disclosed under this Agreement that is marked or reasonably understood to be confidential, using at least reasonable care, will use it only to perform under this Agreement, and will not disclose it except to personnel and contractors bound by confidentiality and as required by Law (with notice where permitted). Confidential Information excludes information that is public through no fault of the recipient, was already known to the recipient, or is rightfully received from a third party. Either party may seek injunctive relief for breach of this Section.

15. Independent Development

Plugpass develops its own products and works with many Publishers and other third parties, and Plugpass or third parties may independently develop products or ideas similar to yours. Subject to Plugpass's confidentiality obligations and the terms of any applicable non-disclosure agreement, nothing limits Plugpass or such third parties from doing so.

16. Plugpass Trademarks; Publicity; Intellectual Property

You will not violate Plugpass's intellectual property. You will use the Plugpass Marks only as permitted by Plugpass's brand guidelines and only in connection with offering your Plugins on the marketplace, will not register domain names confusingly similar to the Plugpass Marks, and will cease using the Plugpass Marks on termination unless otherwise authorized in writing.

17. Disclaimers and Limitations of Liability

17.1. Disclaimer of Warranties. THE MARKETPLACE, THE PLUGPASS MARKS, AND THE PLUGPASS PLATFORM ARE PROVIDED "AS IS," AND PLUGPASS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

17.2. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 AND YOUR BREACH OF SECTION 8.1 (PROHIBITED ACTIONS), SECTION 8.3 (END USER DATA; PRIVACY), OR SECTION 14 (CONFIDENTIALITY): (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; AND (B) EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PLATFORM FEES PLUGPASS RETAINED FROM SALES OF YOUR PLUGINS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

17.3. Basis of Bargain. The parties have relied on the limitations and disclaimers in this Agreement as an essential basis of the bargain, and they survive and apply even if a limited remedy fails of its essential purpose.

18. Agreement Changes

Plugpass may change this Agreement, with changes effective thirty (30) days after notice (or such shorter period as Plugpass specifies) given by posting an updated version or emailing you. If you do not agree to a change, your sole remedy is to terminate this Agreement before the change takes effect by notifying Plugpass and withdrawing your Plugins; otherwise, your continued participation after the effective date constitutes acceptance, and Plugpass may require you to click to accept the modified Agreement to continue.

19. Dispute Resolution; Governing Law

19.1. Informal Resolution. For any dispute arising out of or relating to this Agreement, the parties will first attempt in good faith to reach a resolution; if they do not within sixty (60) days, either party may pursue relief as available under this Agreement.

19.2. Governing Law; Forum. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 19.3, any action arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in San Francisco, California, and each party submits to the personal jurisdiction of those courts.

19.3. Binding Arbitration; Class-Action Waiver.

(a) Agreement to Arbitrate. You and Plugpass agree that any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, validity, or formation (a "Dispute"), that is not resolved under Section 19.1 will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. This Section is governed by the Federal Arbitration Act. The arbitration will be seated in San Francisco, California, and judgment on the award may be entered by any court with jurisdiction.

(b) Class-Action Waiver. YOU AND PLUGPASS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims or otherwise preside over any class or representative proceeding.

(c) Carve-Outs. This Section does not require arbitration of an action to enforce or protect intellectual-property or confidentiality rights, or to seek the injunctive or provisional relief described in Section 19.4. To the extent a party is entitled under applicable law to seek public injunctive relief that may not be waived, that request — and only that request — will be severed and heard in the courts identified in Section 19.2 while the remaining Dispute is arbitrated.

(d) Delegation; Severability. The arbitrator has exclusive authority to resolve any Dispute about the interpretation, scope, applicability, enforceability, or formation of this Section, except that any question about the validity or enforceability of the Class-Action Waiver in subsection (b) will be decided only by a court. If any part of this Section is found unenforceable, that part will be severed and the remainder of this Section remains in effect.

(e) Survival. This Section survives termination or expiration of this Agreement.

19.4. Injunctive Relief. Nothing in this Section prevents either party from seeking injunctive relief for a violation of intellectual-property rights, a Security Incident, or confidentiality obligations, or to enforce or obtain recognition of any award, in any appropriate jurisdiction.

19.5. Exclusions. The United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA), do not apply to this Agreement.

20. Affiliate Program

Participation in the affiliate program is voluntary. If you enable it for your Publisher account, this Section 20 applies, and independent affiliates may promote your Plugins in exchange for a commission payable by you.

20.1. Configuration. For each Plugin, you set the affiliate terms (the commission rate, the commission duration, and any discount offered to end users who use an affiliate's referral code), which apply uniformly to every affiliate you approve for that Plugin. You may change these terms prospectively; the terms in effect when a customer is referred govern that customer's referred transactions for the configured duration.

20.2. Approval; No Self-Affiliation. Affiliates apply to promote your Plugins, and you approve or decline each application in your sole discretion. You are responsible for the affiliates you approve and their promotion of your Plugins. You may not act as an affiliate of your own Plugins or of any Plugin in a Publisher account of which you are a member.

20.3. Commission as Your Obligation. Commission on a referred Sale accrues as your obligation and is calculated on the amount actually collected for the Sale (after any end-user discount). The Platform Fee and the affiliate commission are calculated independently on that amount; the commission does not reduce the Platform Fee.

20.4. Settlement; Plugpass Is Not a Party to the Payment. You pay approved affiliates directly. Plugpass provides attribution tracking, accrual records, and settlement scheduling and, on a periodic basis and after a holdback period Plugpass applies (currently monthly, approximately ninety (90) days after the referred charge, subject to a minimum payout amount), facilitates settlement of accrued commission by initiating a charge on a payment method you authorize, made to the affiliate's connected account. You will connect and maintain a valid payment method (currently a payment card) and grant the recurring-charge authorizations Plugpass requires, and you are responsible for the processing fees on settlement, which are added to each settlement charge at standard U.S. card rates. Plugpass does not hold, advance, guarantee, or claw back affiliate funds and is not a party to the payment between you and an affiliate; its role is limited to attribution, record-keeping, and scheduling.

20.5. Refunds and Adjustments. If a referred Sale is refunded before the related commission is settled, the accrued commission is reduced accordingly. If it is refunded after the related commission is settled, the amount is offset against your future commission obligations to that affiliate; if there are none, you bear the loss, and Plugpass does not recover settled funds from the affiliate on your behalf.

20.6. Taxes. You are responsible for any tax-reporting or withholding obligations arising from your payments to affiliates (for example, U.S. information returns). Plugpass does not issue tax forms for affiliate commissions.

20.7. Program Rules; Changes. The affiliate program is subject to Plugpass's additional program rules and policies, which are incorporated into this Agreement. Plugpass may modify or discontinue the program, and you may disable it for your Publisher account, in each case prospectively; commission accrued before the effective date survives. Plugpass may remove an affiliate from the program, and you remain responsible for commission properly accrued before removal.

20.8. Good Standing; Suspension of Program Access. As a condition of your continued participation in the affiliate program, you will (a) pay all commissions owed to affiliates when due, (b) maintain a valid and authorized payment method and mandate for settlement, and (c) comply with this Section 20 and Plugpass's affiliate-program rules. If a settlement fails, your payment method or mandate lapses or is withdrawn, you fail to pay an affiliate when due, or you otherwise breach this Section 20, then, without limiting its other remedies, Plugpass may immediately suspend pending and future settlements and, if you do not promptly cure, may suspend, restrict, or terminate your participation in the affiliate program (including your ability to approve affiliates and to accrue further commissions), in whole or in part. Any such action does not relieve you of, or transfer to Plugpass, your obligation to pay commissions properly accrued and owed to affiliates.

21. General

The parties are independent contractors, not agents, partners, or joint venturers, notwithstanding the term "Publisher." Each party bears its own costs. Plugpass's failure to enforce a provision is not a waiver. Plugpass may assign this Agreement; you may not assign it without Plugpass's prior written consent, except to a successor in a merger or sale of all or substantially all of your assets, on prior written notice and the assignee's written assumption (and Plugpass may terminate if the assignee is a Plugpass competitor). Plugpass's affiliates, contractors, and service providers may exercise Plugpass's rights under this Agreement. If any provision is held invalid, it will be limited or restated to the minimum extent necessary, and the remainder remains in effect; "including" is without limitation. This Agreement, together with the Platform Terms of Service and the policies it incorporates, is the entire agreement between the parties on its subject matter and supersedes prior agreements on that subject, and does not give any third party rights except as expressly stated. Notices will be in writing and given by Plugpass via email, the marketplace, or your account, and by you via email to support@plugpass.ai or another address Plugpass specifies; email notice is deemed received when sent.

Addendum A: Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Agreement and applies to Plugpass's processing of End User Account Data on your behalf. Capitalized terms not defined here have the meanings given in the Agreement. "Data Protection Laws" means the Laws that apply to the processing of personal data under this DPA, including the EU and UK General Data Protection Regulation and U.S. state privacy laws, and "controller," "processor," "personal data," "data subject," and "processing" have the meanings those Laws give them (or their nearest equivalents).

A.1. Roles. For End User Account Data, you are the controller and Plugpass is your processor. Plugpass processes End User Account Data only on your documented instructions, except where Law requires otherwise (in which case Plugpass will inform you of that requirement before processing, unless the Law prohibits it).

A.2. Instructions. Your documented instructions are: to operate your Plugins on the platform for you and your end users — accounts and sign-in, agreement acceptances, checkout and billing on your Connected Account, entitlements and usage metering, the pages under your Plugin's branding, transactional email under Section 8.3(c), analytics about your end users' use of your Plugins that Plugpass makes available to you or sends to your analytics provider as you configure, and support — as configured by you through the dashboard and tooling and as described in the Agreement and Plugpass's documentation. Additional instructions require Plugpass's written agreement.

A.3. Plugpass's Own Purposes. Plugpass is also an independent controller of information about your end users' use of the platform, which it processes to operate, secure, analyze, and improve the platform, to prevent fraud and abuse, and to comply with Law, as disclosed in Plugpass's Privacy Policy. Any information the payment provider processes under its own terms is outside this DPA.

A.4. Subprocessors. You authorize Plugpass to engage the subprocessors listed on Plugpass's subprocessor page, each bound by written data-protection terms no less protective than this DPA — at the date of this DPA: Cloudflare (hosting, edge delivery, storage, and caching); Neon (database hosting); Brevo (transactional email); Sentry (error monitoring); and Mixpanel (service analytics, fraud and abuse detection, and support). Stripe appears on that page for the processing it performs for Plugpass, but it is not a subprocessor of Plugpass for End User Account Data: it processes your end users' payments as your own payment processor under your agreement with Stripe for your Connected Account, and Plugpass transmits the payment and billing information needed to create and manage charges to Stripe on your instructions. Plugpass will give you at least thirty (30) days' notice — by email to your Publisher account's members and by updating that page — before adding or replacing a subprocessor; if you object on reasonable data-protection grounds and the parties cannot resolve the objection, you may terminate the Agreement as to the affected Plugins under Section 11.2 as your sole remedy. Plugpass remains responsible for its subprocessors' performance.

A.5. Confidentiality and Security. Plugpass ensures that persons authorized to process End User Account Data are bound by confidentiality, and maintains appropriate technical and organizational measures for its security, including encryption in transit and at rest, access controls and authentication for its systems and personnel, logical isolation of each Publisher's end-user accounts, logging and monitoring, and backup and recovery.

A.6. Assistance. Taking into account the nature of the processing, Plugpass will assist you, by appropriate technical and organizational measures and insofar as possible, in responding to data subjects' requests to exercise their rights (the dashboard's users list and deletion controls are the primary means; requests Plugpass receives directly from your end users are routed to you), and in meeting your obligations regarding security, breach notification, data-protection impact assessments, and prior consultation, in each case as reasonably requested and at your reasonable expense where the assistance exceeds the platform's ordinary operation.

A.7. Security Incidents. Plugpass will notify you without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to End User Account Data, and will provide the information reasonably available to it to help you meet your own notification obligations.

A.8. Deletion and Return. On termination of the Agreement (or, as to a Plugin, its removal) and after any wind-down period under Section 11.3, Plugpass will delete the End User Account Data it processes for you, or return it to you on request made before deletion, except to the extent Law requires its retention or it is held in routine backups pending their scheduled deletion; on your instruction through the dashboard, Plugpass deletes an individual end user's account and data in the same manner.

A.9. Audit. Plugpass will make available the information reasonably necessary to demonstrate its compliance with this DPA, and will allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, on reasonable notice, no more than once per year (unless required by a supervisory authority or following a security incident), during business hours, under confidentiality, and without unreasonably disrupting Plugpass's operations; Plugpass may satisfy an audit request by providing a current third-party audit report or certification covering the relevant controls where one exists.

A.10. International Transfers. Plugpass processes End User Account Data in the United States, and its subprocessors may process it in the United States and other countries. Where Data Protection Laws restrict a transfer, the parties rely on appropriate safeguards, and Plugpass implements corresponding safeguards with its subprocessors. For transfers subject to the EU GDPR, the European Commission's Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (controller to processor), are incorporated into this DPA by reference and completed as follows: you are the data exporter and Plugpass is the data importer; Clause 7 (the docking clause) applies; in Clause 9(a), Option 2 (general written authorization) applies, with the notice period in Section A.4; the optional language in Clause 11(a) does not apply; in Clause 13, the competent supervisory authority is that of the EU member state in which you are established or, if you are not established in the EU, in which your representative under Article 27 GDPR is established or, failing that, in which your end users are located; in Clauses 17 and 18, the Clauses are governed by the laws of, and disputes are resolved by the courts of, Ireland; Annex I is completed by the parties as identified in the Agreement and the description of processing in Sections 2.13, A.2, and A.11, Annex II by Section A.5, and Annex III by Section A.4. For transfers subject to the UK GDPR, the UK Information Commissioner's International Data Transfer Addendum to the EU Standard Contractual Clauses (version B1.0) is incorporated by reference, with Tables 1 to 3 completed by the information above and either party able to end the Addendum as set out in Table 4. For transfers subject to the Swiss Federal Act on Data Protection, the Clauses apply with the adaptations that Act requires: the Swiss Federal Data Protection and Information Commissioner is the competent supervisory authority, references to the GDPR are read as references to that Act, and Swiss data subjects may enforce their rights in Switzerland.

A.11. Details of Processing. Subject matter: the operation of your Plugins on the platform. Duration: the term of the Agreement and any wind-down period under Section 11.3, until deletion or return under Section A.8. Nature and purpose: the processing described in Section A.2. Types of personal data: the End User Account Data described in Section 2.13. Categories of data subjects: your end users — the individuals who hold accounts for, purchase, or use your Plugins.

A.12. U.S. State Privacy Laws. To the extent U.S. state privacy laws (including the California Consumer Privacy Act, as amended) apply to End User Account Data, Plugpass acts as your "service provider" or "processor" (as those laws define those terms) and processes that data only for the business purposes in Section A.2. Except as Section A.3 provides and those laws permit, Plugpass will not sell or share that data; will not retain, use, or disclose it for any purpose (including any commercial purpose) other than those business purposes, or outside the direct business relationship between the parties; and will not combine it with personal information it receives from or on behalf of others or collects itself. Plugpass will comply with those laws and provide the level of privacy protection they require, will notify you if it determines that it can no longer meet its obligations under them, and grants you the right, on reasonable notice, to take reasonable and appropriate steps to ensure that it uses that data consistently with your obligations under those laws and to stop and remediate any unauthorized use.

A.13. Precedence. In the event of a conflict between this DPA and the rest of the Agreement regarding the processing of End User Account Data, this DPA controls. Nothing in this DPA expands Plugpass's liability beyond the limitations in Section 17 of the Agreement.