This Membership and User Agreement (“User Agreement”) is a legally binding agreement between Sourcery Trade, LLC, doing business as Sourcery (“Company”, “we”, “us”, or “our”), an Oregon, United States limited liability company, and the individual or legal entity that accesses or uses the Sourcery Connect Platform (“you”, “your”, “User”, or “Partner”).

We operate the website www.thesourcery.io (the “Site”), the mobile and web application Sourcery Connect (the “Platform”), and related products and services that refer or link to this User Agreement (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by this User Agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MUST NOT USE THE SERVICES.

1. Relationship to Privacy Policy and Other Policies

1.1 Privacy Policy. Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use and disclose your personal data and sets out your rights under applicable data protection laws. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

1.2 Other Policies and Schedules. In addition to this User Agreement, use of the Services may be subject to additional policies, standards or schedules (“Policies”), including:

• Data Sovereignty Policy

• Transparent Trade Agreement

• Trade Representation Agreement, if applicable

• Solution-specific Policies (e.g., Transparent Trade™, Intelligent Impact™, Spot AI™, BlueSync™, Bluechip Exchange™, etc.)

• Partner Shareholder Agreement, if applicable

• Sourcery Governance and Bylaws, if applicable

• Social Compliance Guidelines

• Branding and Communications Guidelines

Some of these additional Policies are incorporated or referenced herein. In cases of direct conflict, this User Agreement prevails unless a Policy expressly states otherwise.

2. Definitions

In addition to capitalised terms defined elsewhere in this User Agreement or the Privacy Policy:

• Account means a unique account created for you to access and use the Services.

• Assurance Partner means an approved third party providing inspection, auditing, testing or verification services.

• Bluechips / Bluechip Digital Assets means digital data assets created from verified commercial, transactional, social, environmental and impact data captured via the Services and licensed to third parties via the Bluechip Exchange™ or similar mechanisms.

• Bluenumber (B#) is a unique digital identity called Self-Sovereign Identification (SSID). This SSID links your mobile phone number with your location to verify your identity.

• Commercial Partner means any User that uses the Services to buy, sell or otherwise trade commodities, goods or services (including Producers, Traders, Manufacturers, Brands and related intermediaries).

• Compliance Activity means the capture and processing of any data, documents, images, or media via the Connect Platform (specifically the Intelligent Impact™ solution), including verification, third-party assessments, scoring, and reporting that pertain to commercial, transactional, social, and environmental compliance, reporting, and claims.

• Confidential Information has the meaning set out in Section 19.

• Content means all source code, databases, functionality, software, designs, audio, video, text, photographs, graphics and other material available on or through the Services.

• Contributions means any content or materials (other than Trade Data) that you submit, post, display, transmit, publish or distribute via the Services (e.g. text, photos, comments, feedback).

• Customer Data / Trade Data means any commercial, transactional, chain-of-custody, compliance or related information, documents or media that you or your Users submit to the Services (including receipts, invoices, contracts, shipping documents, facility data, impact data, photos, video and messages).

• Data Creator / Data Subject means the individual or entity that originates or uploads Customer Data / Trade Data to the Services.

• High-Risk Activities means activities where use or failure of the Services could reasonably be expected to lead to death, personal injury or serious environmental damage (e.g. life-support systems, air traffic control, nuclear facilities).

• Impact Partner means an approved third-party providing data assessments, scoring, benchmarking and reporting services to Partners.

• Marks means all trademarks, service marks, logos and brand identifiers owned or used by Sourcery.

• Services has the meaning set out above and includes the Connect Platform.

• Trade Activity means any activity that includes but is not limited remitting enquiries, offers, commitments and engaging in related commercial transactions for the sale of commodiites, products, materials and select Services the Connect Platform.

• Usage Data means technical logs and telemetry about how you and your Users access and use the Services (e.g. feature usage, performance data, error logs), but not Customer Data / Trade Data.

• User means any individual you allow to access your Account, including employees, contractors and authorised agents

3. Eligibility, User Representations and Acceptance

3.1 Eligibility. The Services are intended for users who are at least 18 years old (or the age of majority in their jurisdiction). Persons under that age may not use or register for the Services.

3.2 User Representations. By using the Services, you represent and warrant that:

• all registration information you submit is true, accurate, current and complete;

• you will maintain the accuracy of such information;

• you have legal capacity and agree to comply with this User Agreement;

• you are not a minor in your jurisdiction;

• you will not access the Services through automated or non-human means, without our prior written consent;

• you will not use the Services for any illegal or unauthorised purpose; and

• your use of the Services will not violate any law or regulation.

3.3 Acceptance. You accept this User Agreement by (a) clicking “I agree” (or equivalent), (b) creating an Account, or (c) accessing or using the Services after being notified of this User Agreement or any updated version.

4. Accounts, Security and Membership Registration

4.1 Account Registration. You may be required to register to use the Services. You agree to keep your credentials, password and pins confidential and are responsible for all activities that occur under your Account.

4.2 Bluenumber. Upon Account Registration, you will be issued a Bluenumber. Bluenumber or (“B#) is a unique 20 character digital identity called Self-Sovereign Identification (SSID). This SSID links your mobile phone number with your location to verify your identity and visable to other users for identifying your Account on Connect. It is representative of a 256-key encryption that is used to decrypt, encrypt and identify your data on the blockchain. The 20 character Bluenumber can be shared with other users on the Platform and serves as your individual membership number.

4.3 Membership and Partner Status. Certain functionality (e.g. commercial trade, data licensing, specific modules) is available only to Partners that meet Sourcery’s membership criteria, which may include:

• completion of KYC/KYP and additional due diligence within specificed timeframe after Account Registration;

• compliance with Social Compliance Requirements, where applicable;

• acceptance of Sourcery Governance and Bylaws, where applicable;

• agreement to Solution-specific schedules, policies and fees.

4.4 Security. You must promptly notify us of any unauthorised use or suspected breach of security involving your Account. We are not liable for loss arising from your failure to safeguard credentials, passwords and pins.  

We may approve, decline or revoke Partner status at our discretion, subject to law.

5. Services, Scope and Neutral Role

5.1 Description of Services. Sourcery Connect is a digital platform that helps you connect, communicate, transact, report and analyse trade and impact-related activity across supply chains.

5.2 Territorial and Regulatory Scope. The Services are not intended for distribution or use in any jurisdiction where such use would be contrary to law or subject us to additional registration. Users accessing from other locations do so on their own initiative and are responsible for local compliance.

5.3 Commercial Neutrality. Sourcery acts as a commercially neutral intermediary and facilitator. We do not represent the sales, purchasing or financial interests of one Commercial Partner or User over another and do not guarantee any trade outcome.

6. Intellectual Property Rights and Licence to Use Services

6.1 Our Intellectual Property. We own or license all rights in the Services, including the Content and Marks, which are protected by intellectual property laws.

6.2 Limited Licence. Subject to your compliance with this User Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and to download, transmit or print portions of the Content including data, documents, images when you properly access for your internal business purposes.

6.3 Apple and Android Devices. If you obtained the Service via a mobile app (“App”) from the Apple Store or Google Play, we grant you Limited License (see 6.2) granting you right to install and use the App on wireless electronic devices owned or controlled only by you.

• The licence is limited to a non-transferable licence to use the App on a device that utilises the Apple iOS or Android operating systems.

• We, not the App Distributor, are responsible for maintenance and support.

• In the event of any failure of the App to conform to any applicable warranty, you may notify the App Distributor, and they may at their sole descretion refund the purchase price (if any). To the maximum extent permitted by law, the App Distributor will have no other warranty obligation.

• You represent that you are not located in a country that is subject to a US government embargo or listed on any US government list of prohibited or restricted parties.

• You acknowledge that the App Distributors are third-party beneficiaries of this Section 6.3.

6.4 Restrictions. Except as expressly permitted, you may not copy, reproduce, aggregate, publish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license or otherwise exploit any part of the Services, Content or Marks for any commercial purpose without our prior written consent.

6.5 Reservation of Rights. We reserve all rights not expressly granted to you.

7. Customer Data, Usage Data, Data Sovereignty and Bluechips

7.1 Customer Data / Trade Data. As between you and us, you (or your licensors) retain ownership of all Customer Data / Trade Data you submit to the Services, subject to the rights granted to us in this User Agreement, the Privacy Policy and applicable programme terms.

7.2 Data Sovereignty. Our Data Sovereignty Policy recognises and imparts full ownership and control of Customer Data / Trade Data to the primary Data Creator / Data Subject. We treat such data as your asset, not ours.

7.3 Use of Customer Data. We may access and use Customer Data / Trade Data only with your explicit written consent, solely to:

• provide, operate and improve the Services,

• provide support and related professional services, including anonymised and aggregated trade data reporting

• implement your configuration choices and sharing settings, and

• comply with applicable law, lawful requests and our own legal obligations.

We will not share Customer Data with third parties except as permitted in this User Agreement, the Privacy Policy, programme terms or with your direction/consent.

7.4 Usage Data and Analytics (Anonymised Trade Price Data). We may collect and use Usage Data, including anonymised information derived from your use of the Services, for legitimate business purposes such as operating, improving and supporting the Services, analytics and reporting. In addition:

• we may use anonymised, aggregated trade price and volume data (from public and private trades recorded on Connect) for analytics, benchmarking and market insight, such as use for Spot AI reporting.

• such analytics will not identify you, your organisation, your facilities or your precise location without your direction/consent;

• we ensure that such data is aggregated sufficiently so that no single commercial transaction or Partner can be reverse-engineered or identified;

• any publication or external sharing of such analytics will be de-identified and aggregated.

7.5 Bluechips and Royalties. Where Customer Data / Trade Data is used to create Bluechips or similar data products, eligible Data Creators may receive royalties or rewards in accordance with the applicable programme terms. Eligibility, calculation and distribution are determined solely under those programme rules and found in the related Solution-specific policies.

8. Security Measures and Data Protection Addendum

8.1 Security Measures. We implement appropriate technical and organisational measures designed to protect Customer Data / Trade Data against unauthorised access, use, alteration or disclosure, taking into account the nature of the data and the risks presented by processing.

8.2 Optional DPA. Where required under applicable data protection laws (e.g. GDPR), or requested by User, we and you may enter into a Data Protection Addendum (“DPA”), which will form part of this User Agreement. In case of conflict between this User Agreement and a DPA regarding the processing of personal data, the DPA will prevail.

9. Submissions, Contributions and Trade Data Carve-Out

9.1 Submissions (Feedback). If you send us feedback or suggestions, we may use them without restriction or compensation (excluding personal data, which remains subject to the Privacy Policy).

9.2 Contributions. Contributions (e.g. posts, comments, images) may be visible to others. You grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, copy, display, distribute and create derivative works from Contributions in connection with operating and improving the Services.

9.3 Trade Data Carve-Out. The licence in 9.2 does not override our Data Sovereignty commitments. Customer Data / Trade Data is handled under Sections 7 and 8, the Privacy Policy and applicable programme terms.

10. High-Risk Activities and Sensitive Data

10.1 High-Risk Activities. You must not use the Services in connection with High-Risk Activities where failure or misuse could reasonably cause death, personal injury or serious environmental harm. We have no liability for use of the Services in such contexts.

10.2 Sensitive Data. Except where explicitly required and requested by us for KYC/AML (such as government ID numbers or documents), you must not submit to the Services:

• medical or health information regulated by HIPAA or similar laws;

• full payment card or bank account numbers (except where processed through a compliant payment provider),

• special categories of personal data (e.g. racial or ethnic origin, political opinions, religious beliefs, genetic or physical-biometric data) unless such data is strictly necessary for a permitted purpose and processed in accordance with law and our Privacy Policy;

• defence or export-controlled technical data (e.g. ITAR-controlled information).

We do not design the Services for those categories and accept no liability if you choose to submit them in violation of this clause.

11. Acceptable Use and Prohibited Activities

In addition to other restrictions in this User Agreement, you agree not to:

• sell, sublicense, rent, lease or otherwise commercialise the Services for third parties, or provide the Services as a hosted or managed service to third parties;

• grant non-Users access to the Services via your Account;

• reverse engineer, decompile or attempt to derive source code, except to the limited extent such restriction is prohibited by law and then only after giving us prior written notice;

• copy, modify or create derivative works of the Services, or remove proprietary notices;

• conduct penetration tests or vulnerability scans of the Services without our prior written consent;

• circumvent or attempt to circumvent authentication, access control or rate-limiting mechanisms;

• systematically harvest or scrape data from the Services without our written consent;

• use the Services to develop or train a directly competing product or service;

• use the Services in violation of law, including sanctions, export controls and anti-bribery laws;

• upload or transmit malicious code or material that interferes with others’ use of the Services; or

• upload or transmit documents, data, or images that are explicit in nature, depicting violence, sexual activities of adults or minors, or are otherwise obscene, lewd, or lascivious;

• impersonate any person or entity or misrepresent your affiliation via name, profile image or other identifying information available to other Users in the Services.

We may suspend or terminate access for violations of this Section.

12. KYC / KYP, Compliance and Verification

12.1 KYC/KYP. We may require you and your key people (ultimate beneficial executives, operators) to submit identity and company information—including government IDs and related documents—for KYC/AML and compliance purposes via the Know Your Partner (KYP) verification process prior to activating or while using the Services.

12.2 Ongoing Duties. You must promptly update us if any KYC/AML-relevant information changes (e.g. ownership, directors, legal form).

12.3 Non-Compliance. Failure to provide requested information or to satisfy our KYC/AML or compliance checks may result in restricted functionality, suspension or termination

13. Trade and Transaction Provisions

This Section applies when you engage in Trade Activity via the Services.

13.1 Transparent Trade Agreement. All Trade Activity conducted via the Services is subject to the Transparent Trade Agreement, which serves as the binding contract between Users acting in the capacity of the buying and/or selling parties. This agreement is designed to ensure harmonised, efficient, and transparent transactions and to govern post-transaction disputes through uniform, multi-jurisdictional legal language and international commodity trade bylaws intended to find clear and amicable resolutions to disputes and mitigate liabilities for Users.

13.2 Fair Market Pricing. You remain solely responsible for pricing. To support a transparent and trusted marketplace, pricing should remain reasonably aligned to fair market benchmarks, taking into account the specific origin, quality, quantities, sustainability certifications, and impact attributes of the goods.

13.3 Prohibited Price Attribution. You must not directly or indirectly attribute any price uplifts, surcharges, premiums, discounts or similar amounts to:

• “Sourcery”,

• “Connect Platform”

• membership fees or contribution levels,

• transaction fees,

• data royalties or Bluechip or BluePoint related fees, compensation, unless expressly authorised in writing by us.

We may suspend or terminate Partners that breach this rule.

13.4 Quality and Integrity. Sellers must, upon reasonable request, provide recognised third-party quality or integrity reports (e.g. lab tests) and upload documents and data into the Platform during the course of trade. We do not independently verify or certify product representations or claims and accept no liability if pre- or post-transaction disputes arise between Commercial Partners and Users with regard to such quality and integrety representations and claims.

13.5 Documentation & Chain-of-Custody. All material trade terms (origin/facility, quantity, quality, price, delivery, payment) must be recorded on the Services. External documents uploaded must be authentic, truthful and consistent with what is recorded on Connect.

13.6 Conversion Coefficients. We may apply standardised conversion coefficients (e.g. fibre → yarn → fabric → finished goods or other commodities) to reconcile inbound and outbound volumes on a mass-balance basis and calculate Bluechip volumes, related volume-based royalties or other metrics. You agree these are reasonable for reporting, reconciliation and Bluechip-asset based pricing.

13.7 Good-Faith Performance. You must act in good faith and use commercially reasonable efforts to perform obligations recorded through the Services. Repeated non-performance or bad-faith conduct may lead to suspension or termination.

13.8 No Liability. You acknowledge that Sourcery acts solely as a Trade Activity facilitator via the Services; we are not a party to the Transparent Trade Agreement and bear no liability for the obligations, actions, defaults, or resolutions of any User under that agreement or under the provisions set forth above in Sections 13.1-13.6.

14. Fees, Subscriptions and Suspension

14.1 Fees and Billing. Fees, membership contributions, module fees and transaction-based charges are as set out in applicable schedules, programme terms or order forms.

14.2 Changes to Fees. Sourcery at its own descretion can change fees, membership contributions, transaction-based charges at its sole-descretion and will communicate via email, site, text and share these changes at least 30 days in advance of the changes taking effect prior to your next billing period.  

14.3 Automatic Renewal. Membership subscription auto-renew unless cancelled. You may cancel at any time, effective at the end of the current paid term. All purchases are non-refundable.

14.3 Payment and Overdue Accounts. You must pay all invoiced amounts by the stated due date. If any amount is 30 days or more overdue, we may (without limiting other rights):

• suspend your access to paid functionality, and/or

• charge interest or late fees of 10 percent per annum or where at at interests rates otherwise permitted by law.

14.4 Suspension Events. We may suspend some or all access to the Services if:

• your Account is 30 days or more overdue;

• you breach this User Agreement (especially Sections 10–12) and, where curable, fail to cure promptly;

• your use of the Services causes or risks material harm to the Services or other users; or

• required by law, court order or competent authority. Where practicable, we will give prior notice, but may suspend immediately in exigent circumstances.

14.4 No SLA / Warranty on Trials and Betas. Any free trial access or “beta / early access” features are provided solely for evaluation:

• no service-level commitments (SLA) apply;

• no performance warranties apply;

• our liability for such trials/betas is limited to the maximum extent permitted by law or 1,000 USD, or the lessor thereof. We may modify or discontinue trials/betas at any time.

15. Data Export, Deactivation and Deletion

15.1 During Active Use. While your Account is active, you may manually export certain Customer Data / Trade Data using available export tools or by contacting us, subject to reasonable technical limitations and security checks.

15.2 Account Deactivation and Export Window. When you deactivate your Account (or we terminate it):

• you may request a one-time export of your Customer Data / Trade Data;

• we will prepare and make that export reasonably available within 30 days of your confirmed request;

• you will have 90 days to export the file (see 15.3) the file once it is made available;

• after the export is made available, you are responsible for promptly downloading and safeguarding the exported file as it can only be downloaded one time from our system as a security requirement.

15.3 Deletion Timeline. Subject to Section 15.4 and legal obligations:

• we will delete Customer Data / Trade Data from our active systems within 90 days after Account deactivation or termination;

• minimal backup copies and logs may persist for a limited additional period in encrypted backups before being overwritten in the ordinary course of business.

15.4 Blockchain and Local Device Data. Some data may be stored in distributed ledgers (e.g. blockchain) or cached/stored locally on user devices:

• such data cannot be technically deleted or altered by Sourcery once written;

• when your Account is deactivated, we will revoke or disable the authentication mechanisms (e.g. Bluenumber-based keys and internal references) that permit the Services to associate such on-chain or local data with your active identity or to present it within your Account;

• from that point, such data will no longer be accessible through your Account, though it may continue to exist in the underlying ledger or local device storage.

15.5. Third-Party Technology Services. Some User data may have been transmitted via API or stored in third-party software solutions, databases or blockchains;

• such data cannot be technically deleted or altered by Sourcery once transmitted and written to third-party systems;

• when your Account is deactivated, we will revoke or disable the authentication mechanisms (e.g. Bluenumber-based keys and internal references) and APIs that permit third-party services to identity or access your Account;

• from that point, all future Account access, data transmissions will no longer be possible or accessible, though data transmitted and stored prior to deactivation it may continue to exist within the underlying third-party services.

15.6 Legal Retention. We may retain Customer Data / Trade Data and Confidential Information where required by law, to defend legal claims, or to comply with contractual or regulatory obligations, even after general deletion.

16. Social Compliance

16.1 Human Rights. All Partners, including Producers, must respect internationally recognised human rights, including relevant International Labour Organization (ILO) conventions.

16.2 Social Audits. Members designated as Manufacturers, Traders and Brands may be required to maintain at least one active third-party social compliance audit (e.g. SA8000, WRAP, Fair Wear or equivalent) or equivalent internationally recongised assessment with respect to to 16.1 above for all registred ‘Places’ found in the Services. Sourcery may request authorised copies of a audit or assessment reports or request to engage with third-party service providers who conducted the audit or assessment at its own descretion.

16.3 Breach. Serious or repeated breaches of social compliance obligations may result in suspension, removal from programmes or termination.

17. Branding, Communications and Claims

17.1 Use of Marks. We may grant limited permission to use specific Sourcery Marks (e.g. logos, partner seals) in line with branding guidelines. This permission is revocable at any time.

17.2 Claims Restrictions. You must not use our Marks to make specific product-origin, fibre, composition or sustainability claims unless explicitly authorised in writing and supported by relevant assurance, chain-of-custody and impact data.

17.3 Approved Language. We may provide Brand Guidelines template for use of Marks, Claims or other language (e.g. “Sourcery Partner”, “Connect”). Any modifications require our written approval.

17.4 Language Review. From time to time, Sourcery may review language found on Commercial Partner and User websites, social media or other  other publically facing marketing and communications collateral to ensure any reference to Sourcery is used in compliance with 17.1-17.3 above.

18. Third-Party Impact Data Communications, Claims and Reporting

18.1 Compliance Activity. You acknowledge and agree that any Compliance Activity conducted via the Services, including through the Intelligent Impact™ solutions, may involve commercial, transactional (chain-of-custody), social and environmental data collection and processing that may be performed by Users and third parties separately from Sourcery’s core Trade Activity Services.

18.2 Role of Impact amd Assurance Partners. All Compliance Activity, including data capture, analysis, risk assessments, scoring, impact outcomes, sustainability claims, and reporting, is conducted exclusively by Users or approved third-party Impact Partners and Assurance Partners. Sourcery does not conduct these assessments and acts solely as the technical infrastructure for data capture, processing, storage and transmission.  

18.3 No Liability for Claims. Sourcery holds no liability for the accuracy, validity, or legality of any data or related claims, reports, or certifications generated through Compliance Activity by Impact Partners regarding commercial, chain-of-custody, social, or environmental data. We do not independently verify the methodologies or findings of these third parties.

18.4 Third-Party Marks and Disputes. The use of any Impact Partner’s seals, logos, scores, or certification marks is at the sole discretion of those third parties and subject to their specific licensing terms. Sourcery is not responsible for interrogating, validating, or defending the data, claims, data models, or decisions of any User or third-party Impact Partner or Assurance Partner.

19. Disclaimers and Limitation of Liability

19.1 No Warranty as to Third Parties. We do not guarantee the performance, solvency, compliance or conduct of any Commercial Partner, Assurance Partner, Impact Partner or other third-party provider made available via the the Services.

19.2 No Professional Advice. The Services do not constitute legal, tax, accounting, investment or professional services advice.

19.3 “As-Is” Service. Except as expressly provided (e.g. in any performance warranty we may specify in programme terms), the Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not guarantee the accuracy of third-party Partner or User content or the conduct of any other user.

19.4 Limitation of Liability. To the maximum extent permitted by law:

• in no event will We be liable to you for any indrect, consequential, exemplary, incidently, special, or punitive damanges, including lost profit or lost data from a technical loss or data breach.

• our aggregate liability arising out of or relating to this User Agreement or the Services will be limited to the lessor of (a) the total membership fees you paid to us in prior 12 months, excluding any transation-related fees, or (b) $10,000 USD.

• we will not be liable for any indirect, consequential, incidental, special or punitive damages, or lost profits, even if advised of the possibility. Some jurisdictions do not allow certain exclusions; in such cases, this Section applies only to the extent permitted by law.

20. Confidentiality

20.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential given its nature and the circumstances. Our Confidential Information includes technical and performance information about the Services; your Confidential Information includes Customer Data / Trade Data and non-public business information.

20.2 Use and Protection. As recipient, each party will:

• use Confidential Information only to perform obligations or exercise rights under this User Agreement;

• not disclose Confidential Information to third parties except as permitted here; and

• protect Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care.

20.3 Permitted Disclosures. The recipient may disclose Confidential Information:

• to its employees, contractors, advisors and service providers who need to know and are bound by confidentiality obligations no less protective;

• to the extent required by law or legal process, provided the recipient (where lawful) gives reasonable prior notice and cooperates (at the discloser’s expense) to seek protective treatment.

20.4 Exclusions. Confidential Information does not include information that:

• is or becomes publicly known through no fault of the recipient;

• was lawfully known to the recipient without confidentiality obligations before receipt;

• is lawfully received from a third party without confidentiality obligations; or

• is independently developed by the recipient without use of the discloser’s Confidential Information.

20.5 Remedies. Breach of this Section may cause irreparable harm for which monetary damages are inadequate. The discloser is entitled to seek injunctive or equitable relief in addition to other remedies.

21. Indemnification

21.1 Our IP Indemnity. We will defend you against any third-party claim alleging that the Services, when used as permitted under this User Agreement, infringe that third party’s intellectual property rights, and will pay any damages and reasonable legal costs finally awarded against you (or agreed in settlement by us) arising from such claim.

21.2 Your Indemnity. You will defend us against any third-party claim arising from:

• your breach of this User Agreement (including Sections 10–12);

• your misuse of the Services or submission of unlawful content; or

• your use of the Services in High-Risk Activities or with Sensitive Data contrary to Section 10, and you will pay any damages and reasonable legal costs finally awarded against us (or agreed in settlement by you) arising from such claim.

21.3 Procedures. The indemnified party must promptly notify the indemnifying party of the claim (delay reduces obligations only to the extent prejudicial), allow the indemnifying party sole control of defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes non-monetary obligations on the indemnified party without its prior written consent.

21.4 Mitigation. For IP claims against the Services, we may (at our option): (a) procure rights for your continued use, (b) modify or replace the Services to avoid infringement without materially reducing functionality, or (c) terminate the affected access and refund prepaid, unused fees for the remaining term.

21.5 Exclusive Remedy for Covered IP Claims. This Section 20 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability for covered third-party IP claims.

22. Term, Termination, Force Majeure and Subcontractors

22.1 Term. This User Agreement starts when you first accept it and continues until terminated under this Section.

22.2 Termination by You. You may terminate by deactivating your Account via the Services, thereby ceasing all use of the Services, subject to your outstanding obligations.

22.3 Termination by Us. We may terminate this User Agreement and/or your access to Services if you materially breach it and fail to cure (where curable) within a reasonable period after notice, or immediately in cases of fraud, severe non-compliance or serious legal/compliance risk.

22.4 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (e.g. natural disasters, war, strikes, major internet outages), provided it takes reasonable steps to mitigate. If such an event materially affects the Services for 30 or more consecutive days, either party may terminate the affected access upon notice, and we will refund any prepaid, unused fees for the terminated portion of the term.

22.5 Subcontractors. We may use subcontractors and subprocessors (e.g. hosting providers) to deliver the Services. We remain responsible for their performance and compliance with this User Agreement.

22.6 Effect of Termination. On termination: your right to use the Services ends; outstanding fees become due; Sections 7–9, 10.1–10.2, 13–21 and any other provisions that by nature should survive will continue in effect.

23. Governing Law, Disputes and Changes

23.1 Governing Law. This User Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual or verbal disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Oregon, United States, without regard to conflict of law rules that would cause the laws of another jurisdiction to apply.

23.2 Informal Resolution and Arbitration. The parties will first attempt in good faith to resolve disputes informally for at least 90 days. If unresolved, disputes may be submitted to binding arbitration in a forum and under rules we specify (unless prohibited by applicable law, in which case you may have statutory rights to bring claims in court).

23.3 Changes to this User Agreement. We may update this User Agreement from time to time. We will notify you of material changes (e.g. by in-app notice or email) and update the “Last updated” date. Continued use after the effective date constitutes acceptance of the updated terms.

24. Miscellaneous

24.1 Entire Agreement. This User Agreement, together with the Privacy Policy and incorporated Policies, constitutes the entire agreement between you and us regarding the Services.

24.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force.

24.3 Assignment. You may not assign this User Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

24.4 No Waiver. Failure to enforce any provision is not a waiver of that or any other provision.

24.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this User Agreement exept for App Distributors referred to in Section 6.3 above.

25. Contact Us.

If you have any questions about this Privacy Policy, You can contact us:

• By email: legal@thesourcery.io

• By visiting this page on our website: https://www.thesourcery.io/contact