Kraken Marketplace Terms and Conditions

1. PURPOSE AND OVERVIEW

The Marketplace allows Vendors to offer and market software and related services that integrate with Kraken’s platform. These Terms describe how you may participate, list Offers, and interact with Clients through the Marketplace.

2. ELIGIBILITY AND REGISTRATION

2.1 Eligibility Criteria.

To participate in the Marketplace, you must:

● Be a duly organized and validly existing legal entity in good standing under the laws of your jurisdiction;

● Have full power and authority to enter into and perform under these Terms; ● Maintain all licenses, certifications, and authorizations required to market, distribute, and support your Offer;

● Comply with the Kraken Marketplace Fair Use Policy and all applicable laws and regulations, including but not limited to data protection, privacy, consumer protection, export control, and anti-corruption laws; and

● Meet any technical, information security, and operational standards specified by Kraken from time to time.

2.2 Registration and Verification.

Vendors must complete Kraken’s onboarding and verification process, which may include:

● Submission of corporate and tax identification documents;

● Designation of authorized representatives;

● Completion of security and data handling questionnaires; and

● Agreement to any supplemental Marketplace policies or guidelines published by Kraken from time to time.

2.3 Continuing Obligations.

Vendor eligibility is ongoing. Vendors must promptly notify Kraken of any material change affecting their legal status, ownership, compliance posture, or ability to perform their obligations under these Terms. Kraken may request updated information or re-verification at any time.

2.4 Approval and Discretion.

Marketplace participation is subject to Kraken’s review and approval. Kraken reserves the right, in its sole discretion, to accept or reject any Vendor or Offer, impose additional conditions, or suspend or terminate participation for non-compliance, reputational risk, or failure to meet Kraken’s standards or comply with any of the requirements of these Terms.

3. YOUR OFFERS; LISTING AND PARTICIPATION

3.1 Submission and Publication.

Vendors may submit Offers for review and listing on the Marketplace through the process designated by Kraken. Each submission must include all materials required for evaluation and publication, including Offer descriptions, logos, pricing, documentation, and any associated digital assets. Vendor is solely responsible for the Offer’s functionality, delivery, and support. Kraken may retain copies of all Offers and associated digital assets, and other materials submitted for record-keeping and operational purposes and is not obligated to return them.

3.2 Certification, Approval, and Support

Each Offer submitted to the Marketplace is subject to Kraken’s review, testing, and certification before publication. Certification may include technical validation, security and data-handling assessments, and verification of compliance with these Terms, applicable law, and any Marketplace policies or documentation issued by Kraken. Kraken’s review or publication of an Offer does not constitute endorsement, warranty, or confirmation of compliance, nor does it transfer responsibility or liability for the Offer from Vendor to Kraken.

Vendors remain solely responsible for the performance, reliability, and ongoing support of their Offers. Vendors must:

● Provide Kraken with current and accurate technical and billing support contact details for Client inquiries;

● Respond promptly and in good faith to any technical, billing, or service inquiries referred by Kraken or received directly from Clients; and

● Ensure that all support commitments, service levels, and help resources described in the Listing remain available and functional for as long as the Offer is available on the Marketplace or to active Clients.

Failure to maintain required support responsiveness or service levels may result in suspension or removal of the Offer at Kraken’s discretion.

3.3 Compliance.

3.3.1 General Requirements.

Vendor’s Offer, associated digital assets, marketing materials, and conduct on the Marketplace must at all times comply with these Terms, all applicable Marketplace policies, and any technical or procedural documentation provided by Kraken. Vendor is responsible for ensuring that its Offer remains compliant throughout its availability on the Marketplace and for promptly addressing any compliance issues identified by Kraken.

3.3.2 Compliance with Laws.

Vendor must ensure that its Offers, associated digital assets, and all related marketing and sales activities comply with all applicable laws and regulations in each jurisdiction where the Offer is made available or promoted, including, without limitation:

● Data Protection and Privacy Laws, including regulations governing the collection, processing, transfer, and storage of personal or biometric data;

● Trade, Sanctions, and Export-Control Regulations, including restrictions on the export or re-export of controlled technologies or software;

● Consumer-protection, advertising, and marketing laws, including prohibitions on direct exhortations to minors or deceptive commercial practices;

● Telecommunications and Cybersecurity Laws;

● Tax and Financial Regulations, including obligations for value-added tax, digital-services tax, or other applicable levies; and

● Artificial-Intelligence laws, regulations and requirements applicable to AI systems. 3.3.3 Mandatory Disclosures.

If any law requires that Vendor make specific disclosures to consumers before an Offer is downloaded, purchased, or activated, Vendor must include those disclosures clearly and prominently in the Offer’s description or in another location required by law. Vendor must ensure that its contact information, support channels, and any information about in-Offer purchases are accurate and up-to-date.

3.3.4 Notification of Controlled Technologies.

If Vendor’s Offer includes or depends upon technology, software, encryption or data subject to export control restrictions or other governmental authorizations, Vendor must notify Kraken in writing before submission. Vendor shall provide all information reasonably requested by Kraken to enable Kraken to comply with its own legal obligations.

3.3.5 Prohibited Use.

Vendor may not use the Marketplace, or any services or tools made available through it, for any unlawful purpose or to promote, enable or support any activity that violates these Terms, applicable law, or the rights of any third party.

3.3.6 Audit and Enforcement.

Kraken reserves the right to review, audit or request evidence of Vendor’s compliance with this Section 3.3 at any time. Non-compliance may result in suspension or removal of the Offer, termination of Marketplace participation, or other remedies available to Kraken at law or in equity.

3.4 Updates and Maintenance.

Vendors are responsible for ensuring that their Offers remain current, functional and compliant throughout their publication. Any updates, patches, or modifications to an Offer are subject to the same submission and approval process as the original Offer and must comply with these Terms.

3.5 Post-Publication Oversight.

After publication, Kraken may periodically review or test Offers to confirm continued compliance with technical, security and quality standards. Kraken may correct obvious typographical or formatting errors in an Offer without notice. Vendors agree to cooperate with Kraken in any audit, test or review process related to their Offers.

3.6 Placement and Promotion.

Kraken retains sole discretion over the placement, ranking and promotion of Offers within the Marketplace. Kraken may feature, prioritize or display Offers (including through recommendation algorithms or marketing campaigns) in any manner it deems appropriate.

3.7 Vendor-Initiated Removal.

Vendors may request to remove an Offer by providing written notice or using the designated Marketplace interface. Kraken will cease making the Offer available as soon as reasonably practicable, but removal does not affect Clients who have already acquired rights to use the Offer.

3.8 Kraken Removal and Disablement.

Kraken may remove, suspend or disable an Offer immediately if it:

a) breaches these Terms or any Marketplace policy;

b) is subject to a claim or allegation of intellectual property infringement;

c) receives substantiated complaints about performance, quality or legality;

d) poses security, privacy or reputational risks to Clients, Kraken, or third parties; or e) is required to be removed to comply with law, regulation or governmental order.

Kraken may also act to prevent harm to Clients or the platform, or where continued availability is commercially or technically impractical.

3.9 Infringement Claims.

If Vendor believes that another Offer or third-party content in the Marketplace infringes its rights, Vendor must immediately notify Kraken in writing. Vendor must also immediately respond to any infringement claims referred to it by Kraken and take appropriate action to resolve the infringement.

3.10 Modification or Discontinuation of the Marketplace.

Kraken may modify, suspend, or discontinue any portion of the Marketplace, including specific functionality or programs, at any time in its sole discretion.

4. LICENSING AND CLIENT TERMS

4.1 Ownership.

By submitting an Offer or related materials to the Marketplace, Vendor does not transfer ownership of the Offer, any associated digital assets, or the associated intellectual property therein. Vendor retains all right, title, and interest in and to its Offer, subject to the limited rights granted in these Terms. Kraken retains all rights in its platform, brand, and Marketplace infrastructure.

4.2 License to Kraken.

By submitting an Offer and its associated digital assets, Vendor grants Kraken, its affiliates, contractors and service providers a worldwide, limited, non-exclusive, royalty-free license to: (a) host, install, reproduce, publicly perform, display and transmit the digital assets as necessary to operate the Marketplace, display and manage the Offer, and make it available to Clients; and (b) access, distribute, and use the Offer solely as necessary for testing, certification, and validation prior to and after publication, or as otherwise required to make the Offer available to Clients. Kraken’s exercise of these rights is solely to enable Marketplace functionality, not to create derivative products or assume Vendor’s obligations to Clients.

4.3 Marketing and Brand Use.

Vendor grants Kraken a non-exclusive, worldwide, royalty-free, revocable license to use, reproduce, and display Vendor’s name, trademarks, logos, and Offer digital assets in connection with: (a) listing and promoting the Offer within the Marketplace; and (b) Kraken’s marketing, sales enablement, and public communications about the Marketplace. All goodwill arising from Kraken’s use of Vendor’s marks accrues to Vendor. Kraken will not acquire ownership of Vendor’s marks and, upon termination of participation, will cease use within a reasonable period.

4.4 License to Clients.

Vendor-Provided Terms. When a Client acquires an Offer through the Marketplace, the relationship between Vendor and Client is governed by Vendor’s own end-user license agreement or service terms (“EULA”), provided that the EULA:

● complies with these Terms and applicable law;

● clearly identifies Vendor as the licensor or service provider;

● includes support terms and service levels that are commercially reasonable and, where applicable, generally consistent with the standards or response times offered by Kraken to its own customers; and

● does not impose obligations on Kraken beyond those in these Terms.

Vendor shall provide quarterly reports to Kraken regarding the Offer’s Marketplace activity and performance, including new Client activations, renewals, and material issues affecting availability or service quality, for Marketplace management and analytical purposes only.

Role of Kraken. Kraken acts solely as a facilitator or commissionaire for the Marketplace transaction. Kraken is not a party to the Client’s agreement with Vendor, does not grant any license to the Offer, and assumes no obligations or liabilities arising from the Offer or the Vendor-Client relationship.

4.5 Use of Kraken Marks.

While an Offer is listed, Kraken grants Vendor a limited, non-exclusive, non-transferable, non sublicensable, royalty-free license to use Kraken’s name and designated trademarks solely to reference the Offer’s availability and promote Vendor’s participation in the Marketplace, strictly in accordance with Kraken’s branding and trademark-use guidelines. Vendor will correct any misuse upon notice and will discontinue such use promptly upon suspension or termination of its participation. All goodwill associated with Kraken’s marks remains exclusively with Kraken.

4.6 Reservation of Rights.

Except as expressly granted, each Party retains all rights, title, and interest in its respective intellectual property. No additional licenses or rights are implied by participation in the Marketplace.

4.7 Data Ownership and Use

Vendor Data and Output.

Vendor retains ownership of all data, content, and materials it provides to Kraken (“Vendor Data”) and any results, analytics, or other information generated through operation of its Offer (“Output Data”). Vendor acknowledges that Kraken may require visibility into such data from time to time for Marketplace oversight and interoperability. Accordingly, Vendor shall provide Kraken with copies of all Vendor Data and Output Data relevant to the performance, monitoring, or evaluation of the Offer, in an aggregated or anonymized form where appropriate, upon Kraken’s request.

Kraken Platform Data.

Kraken retains ownership of all data, metadata, logs, and analytics arising from operation or performance of the Marketplace and its systems (“Platform Data”), including aggregated or derived data that does not identify any individual or Vendor.

Client Data.

Data supplied by or on behalf of a Client remains the property of that Client. Kraken and Vendor will process Client data only as permitted under these Terms, applicable law and the relevant Client agreement.

Where such Client data already exists within Kraken’s systems (e.g. customer identification, account information, platform telemetry, etc.), Vendor shall retrieve such data exclusively through Kraken’s approved interfaces or APIs and shall not request or obtain it directly from the Client.

Where Client data is generated or collected outside of Kraken’s systems (e.g. asset-level operational data or telemetry housed in Vendor environments), Vendor shall either (a) make such data available to Kraken through secure transfer or API connection; or (b) provide Kraken with an anonymized, aggregated copy consistent with these Terms and the relevant Kraken platform agreement with such Client.

License to Kraken.

Vendor grants Kraken a limited, worldwide, non-exclusive, royalty-free license to access, copy, and use Vendor Data, Output Data and any Client data made available through the Marketplace, solely as necessary for:

● operating, maintaining, and improving the Marketplace and related systems; ● analyzing performance, usage, and reliability of Offers and Marketplace functionality; ● monitoring compliance with these Terms and applicable law; and

● developing, training, and validating Kraken’s analytics and artificial-intelligence models, provided such use is conducted only on an aggregated or anonymized basis and does not disclose any Vendor Confidential Information or identifiable Client data.

Data Use Boundaries.

Kraken will not use Vendor Data or Output Data to reverse-engineer or replicate Vendor’s Offer. Kraken will not disclose Vendor Confidential Information except as permitted under Section 8 (Confidentiality, Privacy, and Data Protection) or as required by law. Aggregated or derived analytics created by Kraken from Platform Data, Vendor Data, or Output Data belong exclusively to Kraken, provided such analytics cannot reasonably identify any Vendor or individual.

Accuracy and Cooperation.

Vendor is responsible for the accuracy and legality of all Vendor Data and Output Data it provides or generates and will cooperate with Kraken to address any data-related inquiries, correction requests, or regulatory compliance obligations.

Survival.

The rights and obligations in this Section survive termination of these Terms for as long as Kraken lawfully retains or continues to use the relevant data in accordance with this Section.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other that:

a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;

b) it has the full power and authority to enter into and perform its obligations under these Terms; c) its execution, delivery, and performance of these Terms do not and will not violate any other agreement, order, or law applicable to it; and

d) it will comply with all applicable laws, regulations, and governmental requirements in connection with the performance of its obligations under these Terms.

5.2 Vendor Representations and Warranties.

Vendor represents and warrants to Kraken that:

(a) its Offer, associated digital assets, and all advertising, documentation, or materials associated with the Offer comply with these Terms and all applicable laws, including those governing resources and utilities, privacy, data protection, export controls, consumer protection, competition, accessibility, and intellectual-property rights;

(b) the listing, distribution, sale and monetization of its Offer in the Marketplace do not and will not violate any agreements, licenses or restrictions to which Vendor is bound;

(c) it has obtained and will maintain all required rights, consents, approvals, licenses, and permissions (including from third-parties) necessary to make its Offer available and to permit Kraken to host, distribute, and market the Offer as contemplated herein;

(d) all information, materials, and data Vendor provides to Kraken are and will remain true, accurate, current, and complete;

(e) its Offer is free from malicious code and will not compromise the security or integrity of the Marketplace or any Client system;

(f) it complies with all applicable tax, trade, sanctions, and export-control laws, and will not make its Offer available in any jurisdiction where such distribution would violate law; and (g) to the extent the Offer includes or utilizes artificial-intelligence functionality, Vendor will ensure that such functionality is developed and operated in accordance with applicable AI-governance and transparency laws and standards.

5.3 Kraken Representations and Warranties.

Kraken represents and warrants that:

a) it operates and will continue to operate the Marketplace in material compliance with applicable laws and regulations, including those relating to privacy, data protection, consumer protection, export control, and intellectual-property rights;

b) it will treat all Vendors participating in the Marketplace in a fair, transparent, and non discriminatory manner and apply Marketplace policies consistently; and

c) it will exercise commercially reasonable efforts to maintain the security, integrity, and availability of the Marketplace platform.

These warranties are limited to the proper operation and maintenance of the Kraken Marketplace platform itself and do not extend to, or create any liability for, the functionality, accuracy, reliability, or legality of any third-party Offers, content, services, or data made available through the Marketplace.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE MARKETPLACE AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. KRAKEN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AVAILABILITY. KRAKEN DOES NOT GUARANTEE UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION OF THE MARKETPLACE, NOR DOES IT WARRANT OR REPRESENT THE COMMERCIAL SUCCESS, VISIBILITY, PERFORMANCE, OR OUTCOME OF ANY OFFER OR VENDOR PARTICIPATION.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Vendor Indemnification

Vendor will defend, indemnify and hold harmless Kraken, its affiliates, directors, officers, employees, and agents (collectively, “Kraken Indemnitees”) from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

a) any allegation that Vendor’s Offer, associated digital assets, trademarks, or related materials infringe, misappropriate, or violate any third-party intellectual-property, privacy, or publicity rights;

b) Vendor’s breach of these Terms or of its representations and warranties;

c) any claim arising from the use, malfunction, or failure of Vendor’s Offer, including claims of product liability, misleading advertising, or violation of consumer-protection laws; or d) any claim or assessment by a governmental authority for taxes, duties, or similar charges arising from Vendor’s sale or distribution of its Offer, except to the extent such claim results from Kraken’s failure to remit taxes it is legally obligated to collect.

Kraken will promptly notify Vendor of any claim under this Section 6, provided that Kraken’s failure to do so will not relieve Vendor of its obligations except to the extent materially prejudicial for Vendor. Kraken will reasonably cooperate in the defense of the claim at Vendor’s expense and may participate in the defense with counsel of its choosing. Vendor may not settle any claim involving admission of liability or payment by Kraken without Kraken’s prior written consent.

6.2 Kraken Indemnification

Kraken will defend, indemnify and hold harmless Vendor and its officers and employees from and against any third-party claim alleging that the Marketplace platform (but excluding any Vendor Offers or third party content) infringes a valid intellectual-property right of such third party. Kraken will have no obligation to the extent a claim arises from Vendor’s Offer, materials, or use of the Marketplace in breach of these Terms.

6.3 EXCLUSION OF CERTAIN DAMAGES

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PERFORMANCE OR NONPERFORMANCE OF THE MARKETPLACE OR ANY OFFER, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.4 LIMITATION OF DIRECT DAMAGES

EXCEPT FOR (A) VENDOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER; (B) VENDOR’S BREACH OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS; (C) A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL-PROPERTY RIGHTS; OR (D) FRAUD OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL MARKETPLACE FEES OR PAYMENTS RECEIVED OR PAYABLE

TO KRAKEN BY VENDOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE THOUSAND POUNDS STERLING (£5,000).

7. PAYMENTS AND FEES

7.1 Vendor Billing and Collection.

Kraken will not act as an agent, reseller or intermediary for the sale or billing of any Vendor Offer. Vendor is solely responsible for invoicing and collecting payment directly from Clients. Vendor shall not represent or imply that Kraken collects or guarantees payment for any Offer. Vendor shall promptly notify Kraken upon the activation of any commercial arrangement with a Client and provide Kraken with key billing details, including pricing structure, payment terms, expected payment dates and any other relevant information, for purposes of this Section 7 and compliance with these Terms.

7.2 Revenue Share.

For each transaction completed through the Marketplace and as set out in the mutually signed or otherwise agreed and accepted Order Form between Vendor and Kraken (“Order Form”), Vendor shall pay Kraken a revenue share equal to the specific amounts or percentage of the total fees (exclusive of taxes) invoiced to the Client for that transaction. Following notification by Vendor as required in Section 7.1 above, Kraken will issue a monthly invoice to Vendor reflecting the revenue share payable in respect of all Client transactions recognized during the prior month, aligned to the billing cadence between Vendor and Client. Vendor shall remit payment within thirty (30) days of Kraken’s invoice date. All payments to Kraken shall be made in GBP, free and clear of any set-off or deduction for taxes or bank charges, except as required by law. Kraken and Vendor will conduct an quarterly or annual reconciliation, as determined by Kraken in its sole discretion, of Marketplace transactions and fees to verify amounts due and resolve any discrepancies.

7.3 Pricing and Marketplace Integrity.

Vendor represents and warrants that the pricing, discounts and commercial terms offered for any Offer made available through the Marketplace shall be no less favourable to Clients than the most advantageous terms publicly advertised, listed, or otherwise offered by Vendor for the same or substantially similar products or services outside the Marketplace. Vendor shall not circumvent this obligation by offering materially equivalent products or services directly to any Kraken Client or prospective Client at a lower effective price or on more favourable commercial terms than those presented on the Marketplace, unless approved in writing and in advance by Kraken. If Kraken becomes aware of any Vendor Offer being listed or sold in breach of this Section 7.3, Kraken may require the Vendor to (a) adjust its Marketplace pricing to match the lowest external rate; (b) refund or credit affected Clients for any overcharge; and/or (c) pay to Kraken any revenue-share shortfall resulting from such variance, as the case may be. Repeated or material non-compliance may result in suspension or removal of the Offer from the Marketplace.

7.4 Maintenance of Records.

Vendor shall maintain adequate, accurate, and up-to-date records evidencing all transactions and payments related to Marketplace Offers, including supporting documentation for amounts invoiced to and received from Clients. Vendor shall provide such records to Kraken upon reasonable notice for audit or compliance purposes.

If any audit or review reveals a discrepancy in payments or reporting in Kraken’s disfavour exceeding 5% of the amounts due for the relevant period, Vendor shall promptly pay the difference together with interest at an annual rate of 5% above the Bank of England base rate (or the maximum rate permitted by law, if lower) from the date the payment should have been made until the date paid in full.

Repeated or material discrepancies, failure to provide records, or refusal to cooperate in an audit may result in suspension or termination of Vendor’s participation in the Marketplace and any other remedies available to Kraken under these Terms or at law. Kraken may also adjust future invoices to reflect confirmed reconciliation outcomes.

7.5 No Liability for Vendor Payment Terms.

Kraken shall not be responsible for any billing errors, disputes, non-payment, or delayed payments between Vendor and any Client. Vendor acknowledges that Kraken does not control Client’s payment practices and assumes no liability for Client solvency, cash flow, or creditworthiness. Client’s failure to pay shall not relieve Vendor of its payment obligations hereunder.

7.6 Future Payment Processing Option.

Kraken reserves the right, in its sole discretion and upon notice to Vendors, to introduce optional or mandatory payment-processing functionality within the Marketplace in the future. If implemented, such functionality and any associated service fees, deductions, or payment terms will be governed by a separate written addendum or updated Marketplace policy.

8. CONFIDENTIALITY, PRIVACY, AND DATA PROTECTION

8.1 Confidentiality

Definition and Obligations.

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Marketplace or these Terms, including business plans, pricing, data models, source code, trade secrets, and technical or financial information. The Receiving Party will (i) protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care; (ii) use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms; and (iii) not disclose Confidential Information to any third party except to employees, affiliates, or contractors who need to know the information for those purposes and are bound by written confidentiality obligations at least as protective as those in this Section 8.

Exclusions.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure; (iii)

is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information; or (iv) is lawfully obtained from a third party without restriction.

Compelled Disclosure.

Either Party may disclose Confidential Information if required by law, subpoena, or governmental order, provided it (where legally permitted) gives prompt notice to the Disclosing Party and cooperates to limit disclosure.

Survival.

Confidentiality obligations survive for three (3) years following termination of these Terms, except for trade secrets, which remain protected for as long as they are confidential.

8.2 Privacy and Handling of Personal Data

Independent Controllers.

Each Party acts as an independent controller (or equivalent under applicable law) with respect to Personal Data it collects or processes through the Marketplace. The Parties do not act as joint controllers.

Vendor Privacy Policy.

Vendors must maintain, publish and comply with a clear and comprehensive privacy policy whenever their Offer collects, accesses, processes or transmits Personal Data. That policy must describe the categories of data collected, purposes of use, and data-subject rights. Vendors are responsible for making this policy accessible to Clients (e.g., via their Offer) and for complying with all applicable data-protection, marketing, and consumer laws.

Client Data Sharing.

Kraken may provide Vendors with Client contact details or other information (which may include Personal Data) solely to facilitate Offer delivery, billing, or client-support interactions. Vendors may use such information only for those transactional purposes or to respond to a Client inquiry about the Offer and not for unrelated marketing or solicitation. Vendors must obtain the Client’s separate, valid consent for any additional use of Client Personal Data and must comply with all opt-out or deletion requests.

Data Minimization.

Vendors may collect or process only the minimum amount of Client Personal Data necessary to provide or support their Offer and must not retain such data longer than necessary for that purpose or as required by law.

International Transfers.

If a Party transfers Personal Data across jurisdictions, it must ensure an adequate level of protection consistent with applicable data-protection law (for example, GDPR, UK GDPR, CCPA, or equivalent frameworks).

8.3 Data Security

Security Standards.

Each Party shall implement and maintain reasonable and appropriate technical and organizational measures to protect Personal Data and other sensitive information from unauthorized access, disclosure, alteration, or destruction.

Vendor Obligations.

Vendors must ensure that their Offers, systems and networks do not compromise the security or integrity of the Marketplace, Kraken systems or Client environments. Offers must not install or execute any code or scripts beyond what is necessary to operate as described in the Listing.

Security Incidents.

If a Vendor becomes aware of any actual or suspected security vulnerability or breach affecting its Offer or any Client data, it must immediately notify Kraken at the designated security contact and cooperate fully in investigating, mitigating, and remediating the incident.

9. NON-CIRCUMVENTION

Vendor agrees that it will not, without Kraken’s prior written consent, directly or indirectly solicit, contract, or otherwise engage in any commercial arrangement with any Kraken Client or prospective Client introduced or identified through the Marketplace, except through the Marketplace itself.

This restriction applies to all communications and transactions arising from the Marketplace introductions and continues for the duration of Vendor’s participation and for one (1) year thereafter.

Any violation of this Section 9 constitutes a material breach of these Terms and may result in immediate suspension or permanent removal from the Marketplace, and, where appropriate, Kraken may pursue additional remedies available at law or in equity.

10. COMPETITION AND INDEPENDENCE

Kraken operates the Marketplace as a neutral platform and may at any time design, develop, market, or distribute products or services that compete with, are similar to, or otherwise overlap with any Vendor Offer. Vendor acknowledges and agrees that Kraken’s participation in or support of competing products does not create a conflict of interest or entitlement to exclusivity, compensation, or preferential treatment.

Vendor’s participation in the Marketplace does not restrict Kraken or its affiliates from independently engaging with other vendors, partners, or Clients, nor does it obligate Kraken to promote, feature or prioritize any specific Offer.

11. TERM AND TERMINATION

11.1 Termination

These Terms will remain in effect until terminated by either Party in accordance herewith. Either Party may terminate participation in the Marketplace, in whole or in part:

a) For Convenience. At any time, for any reason or no reason, upon thirty (30) days’ prior written notice to the other Party.

b) For Breach. Immediately upon written notice if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; becomes insolvent, enters bankruptcy or similar proceedings, or ceases to conduct business in the ordinary course; or engages in conduct that, in Kraken’s reasonable judgment, poses a material security, legal, or reputational risk to the Marketplace or its Clients.

Kraken may also suspend or restrict Vendor’s participation pending investigation of any suspected breach or misconduct.

11.2 Effect of Termination

Upon termination or expiration of these Terms:

(a) Kraken will remove all listings for Vendor’s Offers from the Marketplace and may notify existing Clients that such Offers have been withdrawn;

(b) for transactions billed through Kraken, billing will cease after the applicable Wind-Down Period (as defined below), except where required earlier by law or to prevent harm;

(c) Vendor must immediately discontinue any use of Kraken’s marks and cease holding itself out as a Marketplace participant; and

(d) all licenses, rights, and permissions granted under these Terms will automatically terminate upon termination or expiration, except for those provisions which by their nature or express terms are intended to survive, including without limitation confidentiality, data protection, ownership, indemnification, and limitation of liability obligations.

11.3 Wind-Down Period

Following removal of an Offer from the Marketplace, Kraken may maintain limited availability and billing functionality for up to ninety (90) days unless otherwise mutually agreed between the parties as a reasonable timeframe (the “Wind-Down Period”) to allow existing Clients to continue using previously deployed Offers.

During this period:

(a) Vendor must continue to honor all active Client commitments and provide ongoing support, maintenance, and any applicable service levels;

(b) Kraken may continue to process billing for active Clients (where applicable) but is under no obligation to promote or list the Offer; and

(c) Vendor is solely responsible for terminating Client access to its Offer upon expiration of the Wind Down Period or as otherwise agreed with the Client.

(d) For Offers deployed in Client-hosted or external environments, Vendor remains responsible for managing any continued Client usage after the Wind-Down Period and ensuring compliance with all applicable laws and Client agreements.

12. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter, or formation are governed by and construed in accordance with the laws of England and Wales, without regard to conflict-of-laws principles.

The Parties will use good faith efforts to resolve any dispute through informal discussions within thirty (30) days of written notice of the dispute. If the dispute is not resolved within that period, it shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (“LCIA”), which are deemed to be incorporated by reference into this clause.

The seat of arbitration shall be London, England, the language of the arbitration shall be English, and the tribunal shall consist of one (1) arbitrator appointed in accordance with the LCIA Rules. The arbitrator’s decision shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction.

Each Party shall bear its own costs of the arbitration, except as otherwise determined by the arbitrator. Nothing in this clause prevents either Party from seeking interim or injunctive relief in the courts of England and Wales where necessary to protect its rights or Confidential Information pending arbitration.

13. MISCELLANEOUS

13.1 Independent Contractors.

The Parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the Parties. Neither Party has the authority to bind the other or incur obligations on its behalf.

13.2 Notices.

All notices required or permitted under these Terms must be in writing and delivered by email or other electronic means designated by the receiving Party, or by courier to the address associated with each Party’s account or registration record. Notices are deemed received on the date of delivery confirmation. In the case of Kraken, notices shall be delivered to:

Kraken Technologies Ltd.

Address: UK House, 4th Floor, 164-182 Oxford Street, London, W1D 1NN

Attn: Office of General Counsel

With a copy to: notices@krakentechnologies.ltd.

13.3 No Assignment.

Vendor may not assign, transfer, or delegate any of its rights or obligations under these Terms without Kraken’s prior written consent.

13.4 Force Majeure.

Neither Party will be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or power outages,

or government actions, provided the affected Party promptly notifies the other and uses reasonable efforts to mitigate the impact.

13.5 Entire Agreement.

These Terms, together with any policies or documents expressly incorporated by reference, constitute the entire agreement between the Parties regarding the subject matter herein and supersede all prior or contemporaneous communications, proposals, or agreements, whether oral or written.

13.6 Severability.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be interpreted to best reflect the Parties’ original intent within the limits of the law.

13.7 Waiver.

No waiver of any breach or default will constitute a waiver of any other or subsequent breach. A waiver is effective only if made in writing and signed by an authorized representative of the waiving Party.

13.8 Interpretation.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to “including” mean “including without limitation.”