Noble Partner Agreement

By clicking on “I agree” (or a similar box or button) when you sign up for a Noble Partner Account, you agree that you have read and accepted all terms and conditions of the Noble Partner Agreement (the “Agreement”) including Nobleus’ Privacy Policy and Nobleus’ Acceptable Use Policy. Some types of Noble Partner activities may require that you agree to additional terms (“Additional Terms''). Such additional terms are incorporated into the Agreement by reference. In the event of a conflict between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of the conflict or inconsistency.

The Agreement is between Nobleus, LLC (hereafter, referred to as "Company" “Company” or "we" or "our), a North Carolina Limited Liability Company and the Noble Partner (hereafter referred to as "Partner” or "you" or “your”) (collectively, "Parties"), and is effective as of the date Partner submits its online order by accepting the terms and conditions referenced in this agreement. Company reserves the right to update and change the Agreement by posting updates and changes here: nobleus.com/noblepartners/terms. The Partner will also be notified in the Partner Dashboard, as well as via the email of record. The Company advises the Partner to check for updates and changes from time to time.

1. Introduction

The Company owns certain application rights and licenses for the operation of its platform and related websites (herein referred to as the “Platform”). The Company provides an internet-based business system that promotes and supports the sale and distribution of products, services and solutions (“Products”). The Company provides the systems, training and support (herein referred to as the “Program”) to the Partner to assist with the direct sale and other marketing activities of the Products.

Company has the authority and agrees to provide Partner a non-exclusive license to use its software, content, and business systems to market, promote and offer for sale the Company’s Products throughout the United States. Company further grants Partner a license to own and operate an online digital store marketplace (hereafter, "eStore") set up and run on the Platform that will enable Partner to market and distribute products in accordance with the terms of this Agreement and as specified herein. As part of this license, the Partner shall have the right to represent that it is "an Authorized Partner of Nobleus”, upon the terms and conditions described herein.

Partner desires to enter into an agreement with Company whereby Company will license Partner to distribute content to customers via the internet and other means in accordance to the terms of this Agreement related to their eStore.

Both Parties recognize that Partner is not and does not become, by entering into this Agreement, a Partner, Joint Venture, Franchisee or Subsidiary, but is and remains an independent professional company. To that end, it is understood and agreed that Partner may set its own hours of operation, business practices, sales methods, and develop its own clients.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. Definitions of Terms

1. Copyrights: Means all work rendered in a tangible medium of expression as defined under U.S. Copyright Law, that relates to the Program, whether published or unpublished, whether confidential or not, whether created by Company or assigned to and thereby owned by Company and licensed for use by the Partner including without limitation, any operational guides, and artwork.

2. Content: Company’s proprietary computer programming and related source code; Company’s technical information and related explanatory written materials, files, or instructions; upgrades, updates, modified versions, additions, and copies of the software, if any, licensed to Partner by Company (collectively, “Upgrades”); and all modifications made to the foregoing provided by Company pursuant to this Agreement.

3. Customer: An individual, company, corporation, or other legal entity that voluntarily accesses the eStore via the internet for the purpose of evaluating and/or purchasing products made available by the Company on the Partner’s eStore.

4. Customer Data: Means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

5. Proprietary Properties: Means the Trademarks, Copyrights and Proprietary Marks.

6. Proprietary Marks (“Marks”): Means all the trademarks, service marks, slogans, logos, emblems licensed to and used by the Company and/or Partner as may be designated now or hereafter by the Company.

7. eStore: An internet shopping site based on available templates and technology from the Company, personalized and identified with the Partner's desired store name and contact information. The eStore shall contain products and services to be offered to customers. The eStore is operated and maintained by the Company for the express purpose of receiving and processing orders from the Partner’s site.

8. Referral eStore: Is an eStore that was referred to the Company by another Partner and was not a direct registration of the Company.

9. Partner Portal: Online system where a Partner can see all information related to their business including sales and marketing information, commissions, returns and much more.

10. URL Masking: Allows you to use content from another domain while keeping your original domain name in the address bar.

11. 301 Permanent Redirect: Is used when the destination URL of any webpage has changed. It’s

often used when URL structure changes or a website needs to be migrated to a new domain.

12. 302 Temporary Redirect: Is used to direct traffic to a new URL for a brief period. Developers use the 302 redirects for A/B testing or to maintain a consistent website experience while pages are being fixed.

13. Products: All products, services and solutions provided by Company, loaded into the database and made available for sale via the Partner’s eStore and other such products that may be sourced for or on behalf of the Partner by the Company and sold through the Company’s billing systems.

14. Program(s): means the Company’s methods, tools, websites and systems used to process, fulfill, market and deliver its Core Products and Referral Solutions to clients.

15. License: The non-exclusive, limited term right granted to eStore to use the Content owned by Company, to operate a personalized eStore for the distribution of Products to customers, as further defined in the section below entitled "License."

16. Noble Partner Agreement: Means an agreement between the Company and Partner for the purpose of the sales and distribution of Products and other products that may be added during the term of this Agreement, herein as the “Agreement”.

17. Noble Partner: Means an individual or organization that has executed a Noble Partner Agreement, which has the capability to market and/or sell the Products.

18. Partner Sales Territory: Partner may market to any customer or business operating or residing in the United States of America, and further to any customer using a U.S. bank credit card or other acceptable form of payment and providing a U.S. address to which to ship.

19. Subsidiary: means any firm, division, entity or operation which is wholly or dominantly owned, and/or managed and controlled by the Company or Partner, and which therefore is not required to sign a separate Agreement.

20. Sale Price (SP): Is the price listed on the website for the product or service less any discounts, special buys, etc. SP does not include amounts paid for sales tax or shipping and handling charges.

21. Total Amount Paid (TAP): Is the total amount paid by a customer, which includes the SP + the amount paid for sales tax and shipping and handling charges.

22. Gross Sales (GS): Is the actual amount the Company receives for the purchase of a product or service less any amounts the customer paid for sales tax and shipping and handling charges.

23. Product Cost (PC): Is the cost the Company pays to the vendor or supplier for the product or service.

24. Gross Profit (GP): Is the difference between the Sale Price minus the Product Cost.
    

25. Total Cost of Goods Sold (TCOGS): Is defined as the total costs associated with delivering the product to the end customer, which would include Product Cost + O&M Fees + Finance Fees + S&H Fees + AF.

26. Net Profit (NP): Is determined by taking the Gross Sales and then subtracting the TCOGS to calculate the true profit from any transaction. This number is used to pay commissions to the Partner.

27. Operations and Management (O&M) Fees: Is the cost associated with the operations and management of providing the client services and support teams related to the sale of product or service.

28. Finance Fees (FF): Are the financial fees associated with delivering the product, which would include the cost of credit, finance charges associated with vendors, tax calculation software, etc.

29. Shipping and Handling (S&H) Fees: Is the cost or profit associated with shipping that are subtracted or added to the calculation. For example, If the customer paid $9.95 for S&H and the actual cost of S&H was $12.95, there would be a deduction of $3.00 from the Gross Profit. If the customer paid $9.95 for S&H and the actual cost of S&H was $4.95, there would be an addition of $5.00 to the Gross Profit.

30. Administration Fees (AF): If applicable, are fees required to recoup or offset administrative related expenses associated with delivering a product or service.

31. Service: All services provided by Company to Partner and Customers, including but not limited to:

1. The design, publishing, and hosting of the eStore.

2. The processing of all Customers’ orders, including credit card authorization, packaging and shipping of orders, invoice confirmation, and tracking advice via email.

3. Customer Support: 9am – 6pm EST, Monday – Friday via email.

4. Support for Partners: 9am – 6pm EST, Monday – Friday via email, or by phone at: 800- 261-3415

3. License of Programs

1. License of Technology: In accordance with the terms of this Agreement and the related Terms of Use document, Company grants Partner a limited term, non-transferable, non-exclusive license and right to:

1. One personalized eStore with Partner's desired business name on said eStore with all Company inventory preloaded on the eStore.
   

2. A Nobleus URL with a custom name .nobleus.com or to purchase a unique URL for an additional fee and Nobleus will assist with setting up the proper URL masking.

3. Offer all Products available on the eStore to its customers.

4. Advertise and promote the eStore and/or products and services to customers.

5. Use the content to view orders, run sales reports, and access to the Reseller Information Portal to operate all features of the eStore.

6. Receive 70% commission of the Net Profit on all Product sales conducted on the eStore and a 5% referral commission of the Net Profit on all Product sales conducted on eStores referred by the Partner.

7. Software modules may be made available to eStore by Company from time to time. Partner shall have the sole right to use or decline the use of any module.

8. Refund requests for Nobleus Store SetUp Fee must be made within three days of payment being made or before the Partner eStore is live on the internet, whichever comes first.

2. Company Marketing Program: This module allows the Partner the ability to personalize their site, make product recommendations to customers, share marketing material, view sales data, and utilize other features that are from time to time offered by the Company.

3. Rights Reserved by Company: The content made available to the Partner is the property of Company or its licensors: Partner has no rights in the foregoing except those expressly granted by this Agreement. Nothing herein shall be construed as restricting Company’ right to sell, lease, license, modify, publish, or otherwise distribute the content in whole or in part, to any other person or entity. Further, Partner shall only utilize the name “Company” in immediate conjunction with the Platform and will take necessary steps to ensure that Partner does not represent that either Partner or the eStore itself is the same as Company, including but not limited to in Partner's advertising, press releases, or other publications. Any use of the trademarks of Company is prohibited by the Partner unless prior written approval is obtained in advance of such usage.

4. Protection of Title and Registration

1. The Partner agrees that it will not challenge the title or any rights of the Company, or any Partner,

or Subsidiary in and to the names “Nobleus”, the “Marks” and Programs.

2. Partner agrees, during the term of the Agreement, to cooperate fully and in good faith with the Company and to execute such documents as the Company reasonably requests for the purpose of securing, preserving, defending, and protecting the Company’s rights in and to the Service Marks, Trade Marks and Programs; provided however, that Partner shall have no obligation to execute any documents that require Partner to make any expenditures or incur or undertake any additional financial obligation.

3. Partner shall promptly notify the Company of any infringement, imitation, passing off or use of the Marks and Programs or any confusingly similar Marks or Programs by any third Party which comes to its attention. The Company and Partner shall each have the right to bring a proceeding against any such third Parties to enforce their rights hereunder. The Company shall use all reasonable remedies available under North Carolina State law to preserve, protect and defend its rights to the Service Marks, Trademarks and Programs against unauthorized, confusing or conflicting use of those rights by third Parties.

4. Partner shall obtain and maintain local registrations for its names or marks used in combination with, or variations on, the Marks and Programs.

5. The Partner shall only use the name “Nobleus”, “Nobleus.com” and other Marks in accordance with the Company’s image and marketing standards as communicated to Partner in writing from time to time.

5. Duties of Partner

Partner hereby agrees:

1. To pay the one-time set-up fee and ongoing monthly license fee as set forth on the Offer Page.

2. To comply with the Nobleus Code Of Conduct: by adhering to the highest standards of honesty, integrity, and ethical conduct in all dealings with customers, Partners and the public.

1. Integrity: Do what is morally right. Avoid even the appearance of impropriety.

2. Honesty: Speak the truth; be open & forthright. Live up to your words.

3. Responsibility: Accept the consequences of your actions.

3. To comply with all local, State, and Federal laws and good business practices. You agree to maintain in force, in your name, all required licenses, permits and certificates as applicable to all local, state, and federal laws that may apply.

4. To bear all costs and expenses related to the marketing and promotion of their eStore outside of what is covered as part of the Program.

5. That in conducting all Marketing Activities, Partner will comply with all applicable federal, state, and local laws, rules, regulations, guidance, and directives, including that of the FTC, and including but not limited to those concerning mass marketing or advertising, or concerning marketing or advertising by way of email, social media, facsimile, telephone or wire, and including any prohibitions of any sort regarding "spamming."

6. Not to contact any Vendor directly without prior written permission from the Company. Partner will not use any prior relationship or agreement with any Vendor on Company platform to contact the vendor regarding any Company business, pricing, or marketing. Partner must inform Company of any prior relationships with any current or future Company Vendor. Failure to do so may result in termination of this Agreement.

7. To always include Partner contact information and “unsubscribe” information in any and all emails regarding its eStore; and those emails should not imply that such emails are being sent on behalf of the Company.

8. Partner agrees (i) to not use malware, spyware or any other unlawful advertising or marketing methods in any of its dealings relating to Company or the promotion of its eStore ; (ii) to not make any false, misleading or disparaging representations or statements with respect to Company, the eStore, or products or services carried thereon; (iii) to not solicit Vendors to leave Company; (iv) to not copy, resemble or mirror the look and feel of Company’ websites, trademarks or Services or otherwise misrepresent eStore affiliation with Company; and (vi) to not engage in any other practices which may adversely affect the credibility or reputation of Company, including but not limited to, sending email communications or using any Website in any manner, or having any content on any website, that (a) uses unlawfully aggressive or low-quality marketing, including marketing services that are unrelated to Company or the eStore services, (b) promotes sexually explicit materials, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third-party.

9. Undertake the obligation to screen and evaluate any individuals who become Sales Representatives of the Program and to undertake reasonable field responsibilities to ensure client satisfaction including customer follow-ups.

10. The Partner may choose to hire “employees” or “independent contractors” as may be appropriate and would subsequently be responsible for the proper State and Federal requirements. Partner is responsible for paying commissions or earnings to these independent contractors and/or its employees. The Partner agrees that it is responsible for any tax obligations, insurance requirements, accounting paperwork, and state registrations (such as 1099’s and/or W2s) as may be required.

11. You agree that if a customer or client of the Partner terminates their business relationship/dealings with the Partner for unsatisfactory customer service, client interactions, or support, etc. by the Partner, the Company shall be allowed, with the written consent of the Partner, the right to attempt recovering the client’s business and to continue servicing the clients’ needs without the aid of the Partner. In such an event, the Partner shall not be entitled to any additional revenue, commission or compensation derived from those client accounts. The Partner understands and acknowledges that this provision is fair and that the satisfaction of clients is of major concern to you, to us and the other Partners in order to increase the demand of the products we provided and to maintain a reputation for operating a high-quality business.
    

6. Duties of Company

The Company hereby agrees to:

1. Maintain and make available the Company’s Program and Products to the Partner and its clients and customers, and in the case of individual specialized portals used to promote the Company’s Programs, maintain such portals with the latest improvements and up-to-date software enhancements developed by the Company, as well as ensure that Partner has appropriate administrative access and rights to all sites.

2. The Company shall use its best efforts to maintain internet connectivity and “live” service to our

supported websites.

3. The Company shall use its best efforts to provide the Partner and their clients with the highest reasonable level of customer service and support to help facilitate product sales, ordering and delivery. The terms and conditions for product delivery, warranty and support shall be maintained and updated periodically.

4. The Company will make final determination the viability of customers that desire credit accounts and be responsible for billing and collecting payments associated to these accounts. Company has the right to withhold from Partner’s commission any unpaid past due customer balances.

5. Pay the Partner all commissions, fees and income earned on a weekly basis for any invoices the Company has received payment for in the previous week. Partner understands any cancellations, returns or chargebacks will result in a negative charge on their commissions.

6. Provide the Partner with access to the Company’s Dashboard loaded with reports that include total product sales, net gross profit margins, margin analysis, marketing research and more. These shall also include reports for specialized portals or websites developed and/or maintained by the Company for the Partner and Partners clients.

7. Pay all costs related to the evaluation, manufacture, packaging, and distribution of the products

shall be at the sole expense of Company or Company’ Vendors.

8. The Company shall continuously use its reasonable best efforts to reduce the overall product costs. The Company shall continuously work to balance the cost of providing high-quality products vs. lower quality and competitive pricing and comparing those to that of our Competitors. Our Competitors are those companies who provide similar levels of customer sales force interactions, service and like products.

9. To provide the Partner access to all new programs, products, features, enhancements and services which the Company develops and implements in either the Company or to Vendor or Strategic Partner supported websites.

10. The Company shall work to maintain relationships with multiple vendors, suppliers and manufacturers to preserve supply chain fulfillment, product diversity, supplier competition and
    

product quality. The Company shall use its best efforts to maintain and make available viable suppliers for the fulfillment of the Core Products associated with the Program. The Company may negotiate agreements with product suppliers and vendors to sell their product and/or sell their products directly to you. We provide certain administrative, marketing, advisory services and data to these suppliers / vendors for which we may receive merchandising allowances or rebates. You may receive some additional benefits from dealing with other suggested suppliers simply because of the volume of business they do with our Partners.

11. The Company shall provide to the Partner, at no additional fee to the Partner, initial training on the proper usage of the website and software systems. This education is offered in multiple formats such as live webinars, recorded sessions and through guides or handouts. The Partner shall be provided with online access to all such recorded and printed educational materials. The Company will use its reasonable best efforts to keep the Partner notified of additional product and software updates. The Partner is responsible for ensuring any hired contractors and/or employees are properly trained on the system. The Company can provide this training for an additional fee of $500 per individual.

12. The Company acknowledges that the independent contractors and/or employees who are selling and servicing the accounts for the Partner are associates of the Partner.

7. Support Obligations

1. Support to Customers: Company will provide support to customers utilizing the content per the conditions stated in the “FAQ” and” Terms of Use” sections, both of which are located on the eStore. Company reserves the right to change the terms of our policies regarding customer support without notice.

2. Support to Partners: Company will provide support services to Partners. To access this support, contact partnersupport@Company.com, or call 800-261-3415. Typical email response will be within 4 hours but no greater than 24 business hours, Monday through Friday, 9:00AM-6:00PM EST.

8. Payments and Reporting

1. Taxes: Company will collect and pay, or require its affiliate Vendors to pay, all federal, state, and local sales taxes levied upon the distribution of products sold to customers. Partners are not responsible for sales tax payments.

Commission Payment: In consideration of all products and services sold through Company’ eStores, and all Affiliate eStores, Company shall cause the payment of a commission via Stripe ACH direct deposit to Partner's specified bank account, on all payments collected from the sale of your eStore’ products, and your Affiliate eStore’ products, less any refunds or chargebacks. The commission shall be paid on Wednesday of each week for the preceding week's sales activity, and not more than 30 days after the completion of the sale of product(s) to customers. Partners receive 70% of the Net Profits (NP) of all the products sold through your eStore and 5% of all the products sold through Affiliate eStores. NP is calculated by Gross Sales (GS) and subtracting the Total Cost of Goods Sold (TCOGS). As an example, to clarify the preceding terms, if a product has a Sales Price (SP) of $100 on your eStore with sales tax of $7 and S&H Fees of $6, while the customer would have paid $113, the Gross Sales would only be $100. To get the Total Cost of Goods Sold (TCOGS), assuming the product cost was $50, O&M was $8, FF was $5, and the additional S&H was $9 and there was no administration fee, the TCOGS would equal $72. Concluding this hypothetical, the NP equation would be: Gross Sales ($100) minus TCOGS ($72) yielding a NP of $28. To receive Commissions, you will be required to submit a completed w9 Form so that we can issue your 1099 Form after the end of the calendar year, for the preceding year’s Commissions.

2. Returns, Refunds and Chargebacks: Commissions are paid less any monies due Company for refunds or chargebacks. If a refund or chargeback amount exceeds the amount of commission due, commissions will be held and not paid until the commission amount exceeds the amount due Company for any refund or chargeback. Any Customer credits applied against your commissions will be detailed on your sales report that you may access online Partner Portal.

3. Payment Reports: Partner shall have access to payment related reports in the Partner Portal. The Partner Portal provides detailed information outlining all sales and related commissions due for all Products sold on the eStore.

4. Form of Payments & Receipt of Sales Proceeds: Partner is responsible for all expenses in connection with this Agreement. To enjoy Services hereunder, Partner must provide valid information from a credit or debit card acceptable to Company for purposes of paying Company the one-time set-up fee and monthly management fee and must also provide valid bank account information to receive commissions. Conditions for acceptance may be modified or discontinued by us at any time without notice. Partner agrees to only use a name it is authorized to use in connection with a Service and will update all information provided to Company as necessary to always ensure that such information remains accurate, complete, and valid. Partner authorizes Company to charge Partner's Credit or Debit Card for any sums payable by Partner to Company. All payments due Partner will be remitted to Partner’s Bank Account through a banking network or by other means specified by Company.

5. Excessive Returns: If we determine Partner's actions or performance may result in excessive returns, refunds, chargebacks, or claims, disputes, violations of our terms or policies, or other risks to Company or third parties, then we may in our sole discretion withhold any payments to Partner for as long as we determine any related risks to Company, or third-parties, persist. For any amounts Company determines eStore or Partner owes us, Company may (a) charge eStore' Owner's Credit or Debit Card or any other payment instrument provided to us; (b) offset any amounts that are payable by eStore or Partner to Company (in reimbursement or otherwise) against any payments Company may make to Partner or amounts Company may owe Partner; (c) invoice Partner for amounts due Company, in which case Partner will pay the invoiced amounts upon receipt; (d) reverse any credits to Partner's Bank Account; or (e) collect payment or reimbursement from eStore or Partner by any other lawful means. If we determine that Partner's account—or any other account Partner has operated—has been used to engage in deceptive, fraudulent, or illegal activity, or if Company determines that eStore or Partner has repeatedly
   

violated our policies, then we may in our sole discretion permanently withhold any payments to Partner. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in USD.

9. Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Noblues during the period of investigation. Nobleus may also withhold payment if Partner fails to provide Nobleus with information that is required to make payment.

2. Notwithstanding anything to the contrary in this Agreement, Nobleus will not be responsible to pay any Fees:

1. Related to amounts that have been refunded to Merchants by Nobleus

2. For a Referred Merchant created or owned in whole or in part by a Partner

3. Related to fraudulent sales

4. Related to revenues that have been subject to chargebacks

5. To Partners who are consultants or employed by Nobleus (whether full-time, part-time, term or any other employment-type relationship)

6. To Partners who are employed by the Merchant to whom the Fees relate (whether full- time, part-time, term or any other employment-type relationship).

3. If any Fees paid by Nobleus are subsequently discovered to be subject to one or more of the exclusions set out in Section 9.2, or to have been paid in error, Noblues will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Nobleus, Partner will pay to Nobleus the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

4. Nobleus reserves the right to modify the Fees or the payment terms at any time upon 30-Day advance notice to Partner. Such notice will be provided by email, posting a notice in the Nobleus Partner Portal. In the event of any disputes over Fees, Nobleus’ determination will be final and binding.
   

10. Confidentiality

Both parties, and their employees, agents, or representatives will not at any time or in any manner, both during the term of this Agreement and for a period of two years following the termination of this Agreement, either directly or indirectly, use for the personal benefit of the party, or divulge, disclose, or communicate in any manner, any information that is proprietary to the parties. Parties, their employees, agents, and representatives agree to treat such information as strictly confidential and to take reasonable steps to protect such confidentiality.

Partner represents and warrants that Partner’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Partner in confidence or in trust prior to commencement of this Agreement. Partner warrants that Partner has the right to disclose and/or or use all ideas, processes, techniques, and other information, if any, which Partner has gained from third parties, and which Partner discloses to the Company or uses during performance of this Agreement, without liability to such third parties. In the event Partner is an entity or otherwise will be causing individuals in its employ or under its supervision to participate in the rendering of the Services, Partner warrants that it shall cause each of such individuals to execute a Confidentiality Agreement.

“Confidential Information” means Company’s proprietary information, trade secrets or know-how, including, but not limited to, research plans, product plans; business plans, products, services customers, customer lists, market, software, developments, inventions, strategies, processes, technology, designs, drawing, marketing plans, formulae, protocols, forms, information comprising patents, finances or other business information disclosed to the other party, either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities. Oral discussions of Confidential Information shall be considered confidential when made. Confidential Information does not include any of the foregoing items which (a) is known to Partner at the time of disclosure as evidenced by the written records of Partner, (b) has become publicly known and made generally available through no wrongful act of Partner, (c) has been rightfully received by Partner from a third party who is authorized to make such disclosure, (d) is independently developed by Partner without use of the disclosing party’s Confidential Information or (e) is required to be disclosed by law or court order after seeking any available protection against disclosure.

Partner agrees not to use any Confidential Information disclosed to it by Company for its own use or for any purpose, including but not limited to, circumventing Company by independently seeking, securing or realizing any opportunity or transaction involving Company, the Confidential Information and the opportunities disclosed as part of the Confidential information, except to carry out discussions concerning, and the undertaking of, any business relationship between the Discussion Partner and Company including, but not limited to the merger, acquisition or other business combination between the parties. Partner will not disclose any Confidential Information of Company to any third parties or to employees or agents of such parties except employees and agents who have a business need to know and who have entered into a confidentiality agreement substantially like this Agreement, in form and substance satisfactory to Company.

Partner agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Company to prevent such Confidential Information from falling into the

public domain or the possession of persons other than those persons authorized hereunder. Partner agrees to notify Company promptly in writing of any misuse or misappropriation of Confidential Information of Company that may come to its attention. Partner also agrees that its obligation to maintain the confidentiality of the Confidential Information received from Company shall continue until such time as each such Confidential Information disclosed to Partner becomes publicly known through no action or fault of Partner (as set forth above), or such Confidential Information disclosed to Partner is no longer a “trade secret,” as defined under North Carolina Trade Secrets Act or applicable North Carolina statute.

11. Representations

Each party represents and warrants that: (a) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (b) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (c) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; (d) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement; (e) if it is a business, it is duly organized, validly existing and in good standing under the laws of the country in which the business is registered, (f) if it is an individual, it is either older than 18 years or is at least the age of majority in the jurisdiction where the individual resides and from where said individual carries out eStore activities, and (g) each party represents that it has considered the terms of this Agreement, has had the opportunity to contact and obtain the benefit of outside legal counsel (distinct from the other party's legal counsel), and each party agrees that the terms of this Agreement are fair, reasonable and reasonably required for the protection of the interests of each party.

12. Indemnification

1. By Company: Company will defend, indemnify, and hold harmless eStore and its officers, directors, employees, and agents against any third-party claim arising from or related to: (a) Company’ non-compliance with applicable laws; or (b) allegations that the operation of a Company Platform infringes or misappropriates that third-party’s intellectual property rights.

2. By Partner: Partner will defend, indemnify, and hold harmless Company, and its subsidiary, affiliated, related and parent corporations, companies and divisions, professional corporations, members, partnerships, limited partnerships, limited liability companies, partners, limited partners, officers, directors, shareholders, board members, employees, managers, employers, associates, principals, independent contractors, administrators, agents, affiliates, experts, legal representatives and attorneys, agents for collections, other agents, representatives, insurers, trusts, trustees, beneficiaries, executors, joint venturers, heirs, predecessors, successors and assigns (hereafter, "Affiliates"), from any and all known or unknown, suspected or unsuspected, contingent or fixed claims, civil or criminal complaints, administrative or agency actions, grievances, allegations, demands, liabilities, debts, losses, obligations, promises, damages, injuries, costs, compensation, commissions, interest, penalties, expenses (including without limitation, attorneys’ fees), lawsuits, actions (in law, equity or otherwise), and causes of action brought by third-parties, including but not limited to breach of contract, breach of implied in fact contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, negligence, fraud, negligent misrepresentation, intentional or negligent interference with contract or economic advantage, indemnity, intentional or negligent infliction of emotional distress, statutory or common law unfair competition, invasion of privacy, abuse of process, malicious prosecution, and all other injuries of any nature, kind and description, in law, equity or otherwise whether not now known or ascertained, which arise from or are related to (a) Partner’s non-compliance with applicable laws; (b) Partner’s materials and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; (c) Partner’s taxes and duties or the collection, payment, or failure to collect or pay Partner's or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations Partner has made.

3. Process: If any indemnified Claim might adversely affect Company, Company may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

13. Disclaimer & General Release

1. The Company Platform, including all content, software, functions, materials, and information made available on or provided in connection with the platform, are provided "as-is." as a user of the platform, Partner uses the Company Platform at user's own risk. To the fullest extent permissible by law, Company and its affiliates disclaim: (i) any representations or warranties regarding this agreement, the Platform or the transactions contemplated by this Agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non- infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. we do not warrant that the functions contained in the Company Platform will meet Partner's requirements or be available, timely, secure, uninterrupted, or error free, and Company will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

2. If a dispute arises between Partner and its customer(s), each participant releases Company, and its agents, employees, and affiliates, from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
   

14. Limitation of Liability

Company will not be liable, whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise, to Partner or any other person for cost of cover, recovery, or recoupment of any investment made by Partner or its affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if Company has been advised of the possibility of those costs or damages. Further, company aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts paid during the prior six-month period by Partner to the Company in connection with the particular service giving rise to the claim.

15. Term and Termination

1. The terms of these Terms of Service/Agreement will begin on the date of your completed registration for use of an eStore or Service and continue until terminated by us or by you.

2. You may cancel your Account and terminate the Terms of Service/Agreement at any time by contacting Nobleus Support (800-261-3415) and then following the specific instruction indicated to you in Nobleus’ response.

3. WIthout limiting any other remedies, we may suspend or terminate your Account, Terms of Service/Agreement for any reason, without notice and at anytime (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms or Service/Agreement will be without prejudice to any rights or obligations which arose prior to the date of termination.

4. Upon termination of the Services by either party for any reason:

1. Nobleus will cease providing you with Products and you will no longer be able to access your account;

2. Unless otherwise provided in the Terms of Service/Agreement, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

3. Any outstanding balance owed to Nobleus for your use of the Services through the effective date of such termination will immediately become due and payable in full; and your Nobleus eStore will be taken offline.

5. If you purchased a domain name through Nobleus, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
   

6. If there are any outstanding Fees owed by you at the termination of the Service, you will receive the final invoice via the email of record. Once that invoice has been paid in full, you will not be charged again.

16. Industry Standards

1. Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner’s Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

17. General Conditions

1. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Nobleus and govern your use of the Services and your Account, superseding any prior agreements between you and Nobleus (including, but not limited to, any prior versions of the Terms of Service).

2. The failure of Nobleus to exercise or enforce any right or provision of the Terms of Service/Agreement will not constitute a waiver of such right or provision. If any provision of the Terms of Service/Agreement, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service/Agreement will remain in full force and effect.

3. Save for Nobleus and its affiliates, you or anyone accessing Nobleus’ Services pursuant to these Terms of Service/Agreement, unless otherwise provided in these Terms of Service/Agreement, no person or entity who is not a party to the Terms of Service/Agreement will have any right to enforce an term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

4. The Terms of Service/Agreement will be governed by and interpreted in accordance with the laws of the State of North Carolina and the laws of the United States applicable therein, without regard to principles of conflicts of laws.

5. All notices and demands hereunder shall be in writing via certified mail and shall be deemed complete upon receipt.
   

6. The indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the AGreement by either party for any reason.

7. The titles and headings of the various sections and paragraphs in the Terms of Service/Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or any of the provisions of this Agreement.

8. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party.

9. Partner acknowledges and agrees that its participation, including information transmitted to or stored by Company, is governed by the Privacy Notice found on the eStore.

10. Company will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events, or other matters beyond our reasonable control, including but not limited to acts of God or Mother Nature (storms, hurricanes, floods, tornadoes, other weather events), acts of War, or supply chain issues (regardless of cause or source).

11. Partner may not assign this Agreement, by operation of law or otherwise, without Company' prior written consent, which consent shall not be unreasonably withheld. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon Company' consent to a written request to transfer ownership, Partner may assign or transfer this Agreement, in whole or in part, to another person or entity of its choosing, as long as Partner remains liable for its obligations that arose prior to the effective date of the assignment or transfer under this Agreement. Partner may also transfer eStore to an heir or successor upon death, by means of a will, trust, or similar instrument, provided such successor-in-interest remains liable for all obligations of original Partner under this Agreement which arose prior to the transfer under this Agreement. Partner agrees that Company may assign or transfer Company' rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition, or sale of all or substantially all of Company' assets or similar transaction; or (b) to any related entity as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Company as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Company may perform any of our obligations or exercise any of our rights under this Agreement through one or more parties who are affiliated with Company. Company retains the right to prevent or restrict access to the Platform or take any other action to restrict access to Partner should Partner violate federal, state, or local laws, Company' policies, or engage in fraudulent behavior or acts of moral turpitude. Company will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transactions.
    

12. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.

Nobleus, LLC

7283 NC Hwy 42 W, Suite 103-344

Raleigh, NC 27603