Pazar Terms of Service

These Terms govern business access to the Pazar platform, including free accounts and paid subscriptions. The Export Specification in Schedule A forms part of these Terms.

1 Parties and agreement documents

1.1 Parties. These Terms are between Pazar IP, Inc., a Delaware corporation (Pazar), and the organization accepting them (Customer). The accepting individual represents that they may bind the Customer. Authorized Users do not become personally liable for the Customer's contractual obligations merely by using the Platform.

1.2 Business use. The Platform is offered to organizations acting for business purposes, not consumers. Where listed rights concern an individual's name, image, likeness, voice or persona, the Customer must hold or be authorized to represent those rights. Being the subject of a listing does not make that individual a party to these Terms.

1.3 Separate licenses. A license between a licensor and licensee is their separate agreement. Pazar is not a party to it. These Terms do not amend an existing license, determine the rights it grants or change what the licensing parties owe each other.

1.4 Precedence. The Data Processing Agreement (DPA) prevails on personal-data processing. An agreement signed by Pazar and the Customer prevails for the matters it covers. These Terms govern everything else.

1.5 Existing arrangements. A separately signed agreement, NDA or data commitment between Pazar and the Customer continues unless expressly replaced in writing. Accepting these Terms does not retrospectively change an existing Order, fee arrangement or license. The Privacy Notice explains Pazar's own processing and does not enlarge its contractual rights to use Customer Content.

1.6 Signup and checkout. A Customer may accept an Order by selecting the displayed plan and expressly accepting these Terms at signup or checkout. Pazar accepts that Order by confirming it electronically or enabling the selected access after that acceptance. The Order consists of the plan description, usage limits, fees, billing period, service term and any renewal terms displayed before acceptance, together with the confirmation. Pazar will make that record available to the Customer. A separate signature is not required. A free signup creates a Free Account Order on the displayed limits and clause 16.1; it does not authorize paid conversion.

2 Definitions

Authorized User means an individual the Customer permits to use its account. An Administrator is an Authorized User designated to manage account access and permissions.

Customer Content means material the Customer or its Authorized Users submit, upload or generate through the Platform, including profiles, listings, briefs, agreements, offers, messages, files, product information, royalty reports, prompts and outputs derived from them. It excludes Pazar's underlying software and generic templates.

Platform means the Pazar software and associated functions made available under the Customer's Order. A Deal Room is a workspace used by licensing counterparties. A Counterparty is the other organization in a proposed or existing licensing relationship, whether or not it has a Pazar account.

Platform Records means the Customer-related records Pazar holds of Platform actions and their timing, including offer versions, accepted terms, signatures, approvals and activity history.

Order means the plan and terms accepted under clause 1.6, or an Enterprise quotation confirmed by email by both parties. It identifies the service, fees and term. Service Description means the plan description recorded under clause 1.6 or in that quotation. General marketing copy and later website changes do not automatically alter an Order.

Subscription Term means the production service period stated in an Order, including an agreed renewal. Subscription Fee means the agreed recurring access fee.

Free Account means a production account with no Subscription Fee.

Introduction Schedule, Introduction, Qualifying Agreement and Success Fee have the meanings and conditions in clauses 9 and 17.

3 Pazar's role and access rights

3.1 Software service. Pazar provides software, with the onboarding and support included in the Customer's plan. During the agreed service period, the Customer may allow its Authorized Users to access the enabled functions for its internal business and permitted licensing activities. Pazar retains its software, documentation, templates and other intellectual property, subject to the Customer's right to use documents generated for its transactions.

3.2 Decisions and authority. The Customer chooses its counterparties and terms and decides whether to approve or sign anything. Platform use does not authorize Pazar to negotiate, grant rights, sign, approve, receive contractual notices or otherwise bind the Customer. Pazar is not appointed as the Customer's agent or fiduciary.

3.3 Templates and suggestions. Templates, generated documents and suggestions are aids, not legal, tax or investment advice. The Customer obtains the professional review appropriate to its transaction. Pazar does not verify a Counterparty's rights, solvency or signing authority or guarantee any deal outcome.

4 Accounts authority and acceptable use

4.1 Account control. The Customer identifies its legal entity accurately and manages its Authorized Users, permissions and signatories. Authority to accept these Terms, authority to sign a license and authority to give operational approvals are distinct. The Customer must ensure each person has the authority appropriate to their action and promptly revoke access when that authority ends.

4.2 Reliance on permissions. Pazar may act on the permissions and instructions recorded for the account, subject to reasonable security checks. Technical permission is not verification of legal authority. Revocation takes effect prospectively and does not undo a completed act.

4.3 Security and responsibility. The Customer protects credentials and devices and promptly reports suspected unauthorized access. It is responsible for its Authorized Users' conduct as for its own, but this does not transfer responsibility for a failure of Pazar's systems or security to the Customer. Pazar's liability remains governed by clause 15.

4.4 Acceptable use. The Customer must not upload unlawful or infringing material, impersonate another party, access another customer's private information, introduce malicious code, interfere with the service, bypass access restrictions, resell unauthorized access or use the Platform in breach of applicable law. Security testing requires Pazar's prior written authorization. Restrictions on reverse engineering apply only to the extent permitted by law.

4.5 Infringement notices. Pazar responds to notices of claimed copyright infringement under 17 U.S.C. §512 and to comparable notices under other applicable law. Notices and counter-notices go to Pazar's designated agent identified in clause 20.7 and must contain the information the statute requires; a material misrepresentation in either may create liability under §512(f). Pazar may remove or disable access to material identified in a compliant notice, will inform the affected Customer where lawful, and will restore material on a compliant counter-notice where the law provides. Pazar will terminate in appropriate circumstances the access of Authorized Users or Customers who are repeat infringers. Acting on a notice concerning content in a Deal Room does not make Pazar either licensing party's agent and does not amend a license.

5 Offers signatures and existing agreements

5.1 Preliminary activity. Expressions of interest, invitations, messages and Platform suggestions do not themselves grant a license or require either Counterparty to enter one. These Terms, accepted Orders, confidentiality duties and separately binding agreements still apply.

5.2 Signature workflow. In Pazar's standard workflow, offers and their acceptance are subject to contract. Accepting an offer records proposed commercial terms and initiates preparation of a license for signature; it does not itself execute or bring that proposed license into force. The licensing parties intend to be bound only when every required authorized signatory has signed, subject to the license's own effective-date provisions and applicable law.

5.3 Review and electronic form. Before signing, each party must check the complete license, including the parties, scope, amounts, dates and departures from the proposed terms. Electronic records and signatures may be used where permitted by law; electronic form does not remove authority, consent or other applicable formalities.

5.4 Imported licenses. Importing an existing agreement does not renew, replace or amend it. Its executed text prevails over extracted fields, summaries, calculations and Platform status labels.

5.5 Later acts. Product approvals, royalty approvals, amendments, notices and waivers under an existing license have the effect that license and applicable law give them. These Terms do not independently make such acts valid or change the license's requirements.

6 Customer content confidentiality and AI processing

6.1 Ownership and permission. Customer Content remains the Customer's or its licensors' property. The Customer grants Pazar a non-exclusive, worldwide, royalty-free permission to host, copy, transmit, process and display it, and generate derived outputs, only to provide and secure the agreed service, perform functions the Customer requests, carry out its sharing instructions or comply with law. Pazar may pass these permissions to service providers only as necessary for those purposes and subject to equivalent restrictions.

6.2 Visibility. Pazar may display Customer Content to users, Counterparties and advisers the Customer authorizes. Public display is permitted only for content the Customer expressly chooses to publish publicly. Connecting a third-party service authorizes the disclosed transfer needed for that connection, not general access to the Customer's other content. No moral-rights waiver, marketing license or general data-commercialization right is granted.

6.3 Confidentiality. Each party will protect the other's non-public business information received under this agreement using reasonable care and use it only to perform or exercise rights under this agreement. All non-public Customer Content is covered. Disclosure is limited to authorized recipients, personnel and contractors who need access and are bound to protect it, and service providers used consistently with clauses 6 and 12. Legally compelled disclosure is permitted, with prior notice where lawful and practicable and disclosure limited to what is required.

6.4 Exceptions. Confidentiality does not cover information the receiving party can demonstrate was lawfully known without restriction, independently developed without using confidential information, lawfully received without restriction from another source or publicly available without breach. These exceptions do not authorize personal-data processing contrary to the DPA or applicable law.

6.5 AI and no training. Pazar may send Customer Content to the AI providers identified in its current subprocessor information to perform functions requested by the Customer. Pazar will not use Customer Content to train, fine-tune or otherwise improve AI models. Before sending it to an AI provider, Pazar will have binding terms prohibiting that provider from those uses. Processing to return a requested output is permitted. No cross-customer disclosure of private prompts, documents or outputs is authorized.

6.6 Telemetry. Pazar may use service telemetry, such as volumes, timings, errors and feature usage, to operate and improve the Platform, subject to applicable data-protection obligations. It will not use private commercial deal content to create benchmarks, market reports or outputs for other customers without separate express permission. Customer-directed sharing under clause 6.2 is unaffected.

6.7 Duration. Content-processing permissions end on deletion, except for permitted residual retention under clause 16. Confidentiality continues while retained information remains confidential. Customer Content is not sold or licensed to third parties outside the permissions above.

6.8 Confidentiality between Customers. Non-public information that a Customer receives from a Counterparty through the Platform, including private listings and briefs, offers, documents, royalty data and messages in a Deal Room, is that Counterparty's confidential information. The receiving Customer and its Authorized Users use it only to evaluate, negotiate, perform or administer the licensing relationship it was shared for, and disclose it only to their personnel and advisers who need it and are bound to protect it. The exceptions in clause 6.4 apply. This obligation continues for three years after the information was last accessed and, where a license is signed, for as long as that license lasts. The Counterparty may enforce this clause directly against the receiving Customer. A confidentiality agreement or license signed between the licensing parties governs instead where it covers the same information. Pazar is not liable for a Customer's breach of this clause.

7 Features experimental functions and human review

7.1 Experimental functions. Pazar may identify a function as experimental, beta or preview when enabling it. Such a function may be changed or withdrawn as disclosed when enabled and is supplied as available, with no warranty that it will meet production requirements or continue. That label does not change the plan the Customer has accepted or reduce confidentiality, data protection, security, data return or mandatory legal rights.

7.2 AI review. Enabled functions may use AI for extraction, report checking, rights analysis or suggestions. Outputs may be incomplete or wrong. Before relying on them, the Customer checks extracted terms against the executed agreement, calculations against source records, rights availability against the full portfolio and suggestions against its requirements. AI output does not amend a license, authoritatively interpret it or guarantee that rights are available.

7.3 Features and reminders. Only the functions and support included in the Customer's plan are committed. Pazar will not materially reduce agreed production functionality during a paid term without an equivalent alternative or the affected Customer's right to terminate and receive a refund of unused prepaid fees. Roadmaps do not commit delivery dates. Derived dates and reminders are aids; the Customer remains responsible for the underlying deadlines.

Pazar may change or withdraw Free Account functions or limits on at least 30 days' notice, subject to earlier proportionate action under clause 16.2 and applicable transition and retrieval rights. No paid upgrade occurs without express acceptance.

8 Records and retrieval

8.1 Evidence. Platform Records may be used as evidence, subject to applicable law. Between Pazar and the Customer, neither will object solely because a record is electronic or not an original. A record is not conclusive, its accuracy may be challenged, and these Terms do not impose an evidentiary agreement on a non-party.

8.2 Corrections. While Pazar retains a record, the Customer may identify a suspected error. Pazar will use reasonable efforts to investigate and correct a confirmed error. Corrections to audit evidence are recorded alongside the original where needed to preserve its history. This does not promise to reconstruct events or data that were never recorded.

8.3 Availability and copies. During the agreed service period, Pazar will retain Customer Content and Platform Records subject to authorized deletions, the DPA and clause 16. Access is subject to maintenance, outages and permitted suspension. The Customer may export the audit history of each deal in the Platform and may request a copy of its Customer Content and Platform Records, which Pazar provides within 30 days without charge. This does not restrict DPA or mandatory rights, clause 8.5 safe retrieval or clause 16 exit rights.

8.4 Signed documents and retention. Signed documents and acceptance evidence are retained under the DPA. Pazar does not promise indefinite archival storage or continuing live Deal Rooms. The Customer should retain its own executed agreements and records required for its business. Suspension alone does not authorize deletion.

8.5 Safe access during suspension. Pazar will preserve read access or provide secure copies of relevant records where reasonably practicable. It may temporarily restrict both where necessary to address a material security risk or comply with law, and will restore a safe retrieval route when the restriction no longer applies.

9 Fees taxes and payment terms

9.1 Agreed fees. Subscription Fees are only those in the accepted Order. Success Fees arise only under an accepted Introduction Schedule and clauses 9 and 17. No Success Fee arises merely from an import, invitation, account opening or use of a Deal Room.

9.2 Success Fee payer. The Customer accepting the Introduction Schedule as the licensee-side fee payer owes Pazar the Success Fee as its own obligation, separately from payments to the licensor. The standard rate is 10%, unless that schedule states another rate. Pazar does not deduct the fee from the licensor's agreed consideration.

9.3 Base and trigger. The Success Fee applies to gross monetary license consideration settled under a Qualifying Agreement and attributable to its fee period under clause 9.5. This includes royalties, upfront fees, minimum guarantees, advances and fixed license fees, excluding separately stated VAT, sales tax and similar transaction taxes. Consideration is settled when received by the licensor or its authorized collection account or recipient, before deducting processing charges or collection commissions. It also includes withholding tax remitted on the licensor's behalf and monetary license obligations lawfully discharged by an agreed set-off. An unpaid invoice alone does not trigger a fee. Other non-cash consideration is excluded unless the Introduction Schedule expressly specifies its valuation and treatment.

9.4 No double counting. Each amount is counted once. An advance or minimum guarantee is counted when settled; royalties credited against it are not counted again. Only additional consideration settled is included. At a 10% rate, a USD 10,000 recoupable guarantee produces a USD 1,000 fee; a later USD 2,000 payment above it produces an additional USD 200 fee.

9.5 Fee duration and adjustments. Unless the Introduction Schedule expressly states otherwise, the fee period covers the initial license term and automatic renewals or renewal or extension options whose operative terms are fixed in the Qualifying Agreement when first signed, within the scheduled IP, categories and territories. Fees apply to consideration attributable to that period even if settled later. A later-negotiated renewal or extension requires a new express written fee agreement. If previously counted consideration is actually refunded or its settlement is reversed, Pazar credits the corresponding fee or, if no further invoice is expected, refunds it within 30 days after receiving reasonable evidence. Any later settlement is counted after allowing for that adjustment.

9.6 Invoices and taxes. Subscription Fees are payable in advance for the billing period displayed in the accepted Order. Success Fee invoices are payable within 30 days by the methods on the invoice. Fees exclude VAT, sales tax and similar taxes where applicable. Each party bears its income taxes. If legally required withholding applies, the Customer provides evidence and the parties cooperate on available relief; no gross-up applies.

9.7 Disputes and changes. The Customer promptly identifies disputed invoice items and pays undisputed amounts. Pazar may suspend for undisputed overdue amounts only after written notice and at least 14 days to cure. Subscription price changes apply only on renewal after at least 30 days' notice, with an opportunity to decline renewal. An existing Introduction Schedule's rate changes only by express agreement.

9.8 Refund framework. Prepaid access fees are otherwise non-refundable, subject to clauses 7, 14 and 16 and mandatory law. Pazar bears its own collection costs for its invoices unless a lawful surcharge is disclosed and accepted before payment.

10 Payments between licensing parties

10.1 Separate debts. License consideration is owed by the licensee to the licensor and is invoiced and paid between them by their own means. Pazar receives payment of its own invoices only. Pazar does not guarantee license payments, extend credit, provide escrow or become the debtor or creditor under the license. A payment recorded in the Platform is a record, not verification that funds arrived or that an obligation was discharged.

10.2 Optional payment link. A licensor may choose to issue its royalty invoices through the Platform's payment provider by connecting its own account with that provider in the Platform. The provider's terms then apply to the licensor. The licensee pays the licensor directly through that link; Pazar does not hold the funds. The licensor bears processing costs, refunds, chargebacks and reversals on its own invoices and reimburses Pazar within 30 days, on reasonable evidence, for any such amount the provider recovers from Pazar in respect of the licensor's account, except to the extent caused by Pazar's breach, negligence or willful misconduct. Pazar may not recover twice and credits or returns any later reversal within 30 days. This reimbursement is a payment debt outside clauses 15.1 to 15.3.

11 Availability support and outages

11.1 Availability. Pazar will use commercially reasonable efforts to maintain service availability and provide reasonable advance notice of planned material interruptions where practicable. No uptime percentage, continuous monitoring or response deadline is promised.

11.2 Support. Pazar provides the support included in the Customer's plan. Informal assistance does not create a service level commitment.

11.3 Time-sensitive communications. During an outage, the Customer must use the delivery route agreed with its Counterparty for notices, submissions and approvals. The Customer may send Pazar a copy for later attachment to the record. Sending it to Pazar does not itself deliver it to the Counterparty, satisfy a license deadline or make an approval effective. Any later entry distinguishes the communication's stated original time from the time it was recorded.

11.4 Deadlines. An outage does not extend a date or alter a deemed-approval provision in a separate license. The Customer keeps its own evidence of communications. These provisions remain subject to clause 15.

12 Data protection and transfers

12.1 Roles. Where Pazar processes personal data in Customer Content on the Customer's instructions, the Customer is the controller or upstream processor and Pazar is its processor or subprocessor, as the DPA specifies. Pazar acts as controller for processing whose purposes and essential means it independently determines, such as its own billing and account administration, as explained in its Privacy Notice. Labels do not override the parties' actual roles or applicable law.

12.2 DPA. The DPA identified and supplied or made accessible when the Order is accepted forms part of this agreement for processing on the Customer's behalf. It governs documented instructions, confidentiality, security, subprocessors, assistance, incident notice, audit information and return/deletion. These Terms do not replace a required DPA, and the DPA is in place before Pazar processes personal data on the Customer's behalf. The Customer must itself be authorized to submit and instruct processing of its data.

12.3 Providers and transfers. Pazar maintains and provides current subprocessor information, including the relevant AI providers and processing locations, and publishes its current hosting locations on its infrastructure page. Changes, notice and objections follow the DPA. Pazar will put an appropriate transfer mechanism in place before a restricted international transfer.

13 Security and incidents

13.1 Measures. Pazar will maintain technical and organizational measures appropriate to the processing risk and will not materially reduce the overall agreed level of protection during the service period. It does not promise that all security incidents can be prevented. Any specific controls are those described in the DPA.

13.2 Responsibilities and notice. The Customer manages its users, devices, credentials and sharing choices; Pazar remains responsible for its own systems and measures. Pazar will notify the Customer without undue delay after becoming aware of a security incident affecting its Customer Content, supply available material information and provide relevant updates. The DPA governs personal-data breach requirements. Notification is not an admission of fault.

14 Warranties and remedies

14.1 Authority and content. Each party warrants its authority to enter this agreement. The Customer warrants that it has the rights and permissions needed to provide Customer Content, grant the permissions in clause 6 and use the Platform lawfully.

14.2 Production service. Pazar will provide contracted production services with reasonable skill and care and materially in accordance with the accepted Order and Service Description. On notice of a material failure, Pazar will use reasonable efforts to correct it. If it remains uncured for 30 days, the Customer may terminate the materially affected service and receive a refund of unused prepaid fees. Other claims remain subject to clause 15.

14.3 Experimental functions. Functions identified as experimental under clause 7.1 are supplied as available, with no warranty that they will meet production requirements or continue. This does not disapply clauses 6, 8, 12, 13, 15 or 16 or duties that cannot lawfully be excluded.

14.4 Other warranties. To the extent permitted by law, all other implied warranties, including merchantability, fitness for a particular purpose and non-infringement, are excluded. Pazar does not warrant uninterrupted or error-free operation, accurate or complete AI outputs, the validity or availability of licensed rights, Counterparty performance, or a profitable transaction.

15 Liability

15.1 Excluded losses. Subject to clause 15.4, neither party is liable under or in connection with this agreement for indirect or consequential loss or loss of profit, revenue, anticipated savings, goodwill or business opportunity. This does not exclude a fee payment or refund expressly due under this agreement or an amount payable under clause 15.6.

15.2 General cap. Subject to clauses 15.3 and 15.4, each party's total aggregate liability under or in connection with this agreement is limited to the greater of USD 1,000 and Subscription Fees paid or payable to Pazar under this agreement in the 12 months immediately before the event giving rise to the claim. Success Fees, clause 10.2 reimbursement, taxes and amounts owed between licensing counterparties are excluded from that calculation. This framework also covers claims concerning introductions and fee administration, including a standalone Introduction Schedule with no subscription.

15.3 Confidentiality data and security. For claims arising from breach of clauses 6, 12 or 13, the aggregate cap is the greater of USD 5,000 and twice the applicable general cap. All other capped claims remain subject to the general cap. The higher cap is the overall ceiling inclusive of, not additional to, liability counted under the general cap.

15.4 Agreed and mandatory exceptions. The parties agree that the exclusions and caps do not apply to fraud or fraudulent misrepresentation, willful misconduct or gross negligence, death or personal injury caused by negligence, the Customer's obligation to pay fees properly due, expressly owed refunds of those amounts, the reimbursement under clause 10.2, or the Customer's defense and indemnity obligations under clause 15.6. A damages claim concerning fee administration is not itself an uncapped fee debt. Independently, nothing limits liability that cannot lawfully be excluded or limited. This agreement does not restrict regulators' powers or third parties' mandatory rights, including data-subject rights and mandatory transfer-clause remedies.

15.5 Aggregation. These exclusions and caps apply regardless of legal theory and do not multiply by user, claim or Order. Related events are treated as one event at the time of the first related event. Where separate claims produce different cap amounts, the highest applicable amount applies once; cap amounts are not added together. Payments for capped liability count towards that aggregate. The framework applies throughout this agreement rather than resetting annually. This clause 15 governs liability between Pazar and the Customer only; claims between Customers under clause 6.8 are not limited by it. All service disclaimers in these Terms are subject to this clause 15.

15.6 Customer indemnity. The Customer will defend Pazar and its officers, directors, employees and contractors against any third-party claim, demand or proceeding to the extent arising from (a) Customer Content, including listings and the rights they describe; (b) the Customer's or its Authorized Users' breach of clause 4.4 or of the warranty in clause 14.1; or (c) their violation of applicable law, and will pay the resulting damages awarded, settlements the Customer approves and reasonable costs, including attorneys' fees. This does not cover a claim to the extent caused by Pazar's breach of this agreement, by Pazar's software or templates as supplied, or by Pazar's negligence or willful misconduct. Pazar will give prompt written notice of the claim (delay excuses the Customer only to the extent it is prejudiced), allow the Customer to control the defense and settlement, and provide reasonable cooperation at the Customer's expense. The Customer will not settle in a way that admits fault by Pazar or imposes obligations on Pazar without Pazar's written consent, not unreasonably withheld. Amounts payable under this clause are not subject to clauses 15.1 to 15.3. No other duty to defend or indemnify is implied; any other indemnity requires an express written provision accepted by both parties that specifies its liability treatment.

16 Term suspension termination and exit

16.1 Term and renewal. These Terms take effect on acceptance. Service access lasts for the period in the applicable Order. A live license does not by itself extend access. A production subscription renews automatically only if the Order expressly says so and states its renewal period and cancellation method; otherwise renewal requires express agreement. Where no cancellation deadline is stated for an automatic renewal, notice before the renewal date is sufficient.

A Free Account starts when enabled. Unless its Order states a finite term, it continues until the Customer closes it or Pazar ends it on at least 30 days' notice, subject to clause 16.2 and applicable transition and retrieval rights. The Customer may close it at any time by written notice. A Free Account does not convert to a paid plan without express acceptance.

16.2 Suspension. Pazar may proportionately suspend access for a material acceptable-use breach, overdue undisputed fees after the clause 9.7 cure period, or a material security or legal risk. Pazar will give notice and an opportunity to cure where practicable, limit the restriction to what is reasonably necessary and restore access when its grounds are resolved. Clause 8.5 governs safe retrieval.

16.3 Termination for cause. Either party may terminate an affected Order for a material breach not cured within 30 days of written notice describing it. It may terminate immediately for an irremediable material breach or, to the extent permitted by law, the other's insolvency. If the Customer terminates for Pazar's uncured or irremediable material breach, Pazar refunds prepaid fees for the unused affected service period.

16.4 Convenience and live licenses. The Customer may cancel renewal at the end of a Subscription Term. Pazar may terminate production service for convenience on at least 30 days' written notice and refund unused prepaid fees. Termination does not terminate or amend a license between counterparties. Pazar need not operate a Deal Room after access ends, subject to the transition and retrieval obligations below.

16.5 Ordinary exit. For 30 days after service ends, the Customer may request its Customer Content and Platform Records. Pazar will supply a usable electronic copy within 30 days of the request without charge. Pazar will not delete requested material before delivering it and allowing at least 14 days for retrieval, unless the Customer instructs otherwise or an earlier overriding deletion deadline applies. The DPA and mandatory law prevail.

16.6 Deletion and limited retention. After the applicable retrieval period, Pazar will delete remaining Customer Content and Platform Records held for that Customer, including copies held by its subprocessors, in accordance with the Customer's instructions and DPA, except signature evidence that the e-signature provider retains under its own documented retention as disclosed in Schedule A. For ordinary exit under clause 16.5, active-system deletion is completed promptly after retrieval and no later than 90 days after service ends. Any earlier DPA or mandatory deadline prevails. Returning data does not remove the deletion duty. Backup erasure occurs within the maximum period specified in the DPA; a backup schedule does not extend an all-copies deletion commitment.

For clause 16.8 switching, deletion follows its applicable retrieval period and mandatory rules; unsuccessful switching does not itself authorize erasure. Pazar may retain records required by law or lawfully necessary for a specific existing dispute. It may also retain its own minimum agreement, acceptance, billing and introduction-attribution records for as long as lawfully necessary to administer surviving obligations or establish, exercise or defend legal claims, subject to documented retention limits. This does not authorize general retention of Customer files. Retained material is access-restricted, remains confidential and is deleted when its lawful basis ends. Retention must remain consistent with Pazar's data-protection role and DPA. Deletion of one Customer's workspace does not require erasure of a Counterparty's independently lawful copy held under that Counterparty's instructions and agreement.

16.7 Mandatory switching rights. Where Chapter VI of Regulation (EU) 2023/2854 applies, the Customer may request switching to another provider or its own infrastructure, or deletion on service termination, on 30 days' written notice, including during a fixed Subscription Term. Switching must occur without undue delay within the following 30 calendar days, subject to the extensions permitted below and applicable law. Within that period Pazar will perform its source-provider obligations, make the required exportable data and digital assets available for transfer and provide the assistance required by applicable law. The Customer will provide necessary destination details, reasonably cooperate in transfer and validation and promptly report material problems. Pazar remains responsible for its own obligations and does not guarantee the destination provider's performance.

The Customer may extend the transition once. If the ordinary timetable is technically infeasible, Pazar will give its reasoned explanation and an alternative period within 14 working days of the request; the alternative will not exceed seven months. During transition, Pazar will continue contracted service, provide reasonable assistance and exit information, identify known continuity risks and maintain security. Customer cooperation requirements do not create an automatic extension of statutory deadlines.

16.8 Switching completion and data. For clause 16.7, the affected service ends when switching succeeds or, for deletion-only requests, at the end of notice; Pazar will confirm this. Pazar will document successful completion using the Customer's confirmation or other reliable evidence that the required transfer to the designated destination has succeeded. Merely making an export available, expiry of time or Customer silence does not by itself establish successful switching. Following successful switching, data remains retrievable for at least 30 days after transition and is then erased subject to an expressly agreed later period and lawful retention. An expired transition period alone does not authorize deletion after an unsuccessful switch.

Pazar will provide exportable data in structured, commonly used, machine-readable formats and open interfaces required by applicable law. The Export Specification in Schedule A identifies included categories, justified exclusions, formats, procedure and known limitations. It identifies the online register Pazar will maintain for export structures, formats and relevant standards, and the public information on infrastructure jurisdiction and measures addressing government access required by applicable law. Pazar need not recreate its software in another provider's environment.

Where Article 34 of Regulation (EU) 2023/2854 applies to parallel use of services, Pazar provides the required interoperability measures without requiring cancellation and without an egress charge; parallel use does not itself terminate the service or start the switching deletion timetable.

16.9 Switching charges and fees. Mandatory switching assistance, standard exit export and switching data egress carry no additional charge. Service fees accrue through the applicable termination date. On early termination under clause 16.7, unused prepaid access fees are refunded within 30 days after termination; accrued fees and preserved Success Fees remain due. Payment or a fee dispute will not delay mandatory switching, retrieval or deletion rights. This clause creates no additional early-termination right where clause 16.7 does not apply.

16.10 Survival. Clauses 6, 8.1–8.2 while relevant records are retained, 9 for accrued amounts and Success Fees preserved by clause 17, 10.2, 12–13 while relevant data is held, 15, 16.5–16.10, 17 for its specified periods, 18, 19.3 subject to lawful retention limits, and 20 survive as needed to give them effect.

17 Introductions and fee attribution

17.1 Acceptance in the Platform first. An Introduction Schedule is a schedule that the Customer, as licensee-side fee payer, expressly accepts in the Platform before Pazar makes the Introduction, through a step that displays the schedule and records the accepting Authorized User, Customer entity, schedule version and time. It identifies the fee payer, proposed licensing parties, specific IP or opportunity, categories, territories, rate and any different qualification or fee period, and incorporates the version of these Terms in force. Pazar enables the fee payer's access to the scheduled opportunity only after that acceptance. If an affiliate or principal of the fee payer enters the license instead, the fee payer remains responsible for the fee and reporting obligations. A Platform flag, silence, an email or another party's acceptance is insufficient.

17.2 Disclosure introduction and qualification. First Disclosure means Pazar's first documented disclosure to the Customer identifying the proposed Counterparty or specific opportunity sufficiently for the Customer to identify it. Its date is used only to assess the exclusions in clause 17.3; disclosure alone creates no fee obligation. An Introduction is Pazar's documented introduction of the scheduled parties or delivery of the scheduled opportunity after the Introduction Schedule is accepted. Naming a Counterparty solely for review of the schedule is not itself the Introduction. The accepted schedule and the dated disclosure and Introduction records are available to the Customer in the Platform. A Qualifying Agreement is a license within the schedule's scope signed by the named licensing parties, or an affiliate or principal under clause 17.1, within 12 months after the Introduction, unless the schedule sets a different window.

17.3 Exclusions. No Success Fee arises merely from importing an agreement, inviting a Counterparty or using the Platform. No fee applies to agreements or relationships independently brought by the Customer, including a Counterparty the Customer independently contacted or dealt with before First Disclosure. Independent sourcing or direct inbound contact is excluded where it did not result from Pazar's disclosure or Introduction. Known exclusions should be recorded in the schedule; omission or failure to object does not remove an exclusion the Customer later reasonably demonstrates. Contact prompted by Pazar's First Disclosure does not itself establish an independent relationship. A later invitation, off-platform signature or import does not extinguish an otherwise applicable Success Fee. An accepted schedule, Introduction and Qualifying Agreement are all required.

17.4 Off-platform freedom and reporting. Licensing parties remain free to negotiate, sign and perform elsewhere. Where the Qualifying Agreement is administered in the Platform, its royalty reports, invoices and recorded settlements are the basis for the fee. Otherwise the fee payer notifies Pazar within 30 days of signing, provides the fee-relevant terms, and reports settlements within 30 days after each calendar quarter during the fee period, with bank or processor records as sufficient evidence unless reasonably contradicted. Pazar protects the information under clause 6 and uses it only to administer the fee or resolve a related dispute.

17.5 Survival. The qualification window governs when a license must be signed, not how long fees run on it. Ending Platform access, an Order or these Terms does not shorten an accepted schedule's qualification window or end the fee and reporting obligations for a Qualifying Agreement, which continue until associated payments and adjustments are settled.

18 Governing law and disputes

18.1 Discussion first. A party raising a dispute will give written notice and each party will nominate a representative to seek resolution. If unresolved after 30 days, either may start proceedings. This does not prevent urgent interim relief or steps needed to preserve a claim before a limitation deadline.

18.2 Law and forum. Delaware law governs, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Subject to mandatory law and mandatory DPA or transfer-clause rights, the state and federal courts located in Delaware have exclusive jurisdiction.

19 Changes and acceptance records

19.1 New versions. Pazar will give at least 30 days' notice of proposed material changes by email to account administrators and through the Platform where available. Changes increasing fees, reducing Pazar's obligations or adding Customer restrictions require express acceptance; continued use alone is insufficient.

19.2 Existing commitments. A change does not retrospectively alter an accepted Introduction Schedule or change a paid term's fees, agreed scope or liability treatment without express agreement. If a Customer declines a proposed renewal version, the existing version continues for the current term and the parties may decline renewal. Urgent operational measures required by law or security may be taken under existing rights without treating silence as acceptance of new commercial terms.

19.3 Records. Pazar will retain the version accepted, the Customer's identity and evidence of its acceptance. Express written acceptance may supply that evidence; changing a website page alone does not do so.

20 General provisions

20.1 Assignment and subcontractors. Neither party may assign this agreement without consent, except to a successor acquiring its relevant business by merger or sale, on notice. Pazar may use contractors to perform the service and remains responsible for their contracted performance, subject to clause 15 and mandatory law. Subprocessors are governed by the DPA.

20.2 Notices. Contract notices to Pazar go to the legal-notice contact identified with these Terms; notices to the Customer go to its Administrator's registered email address. Email is effective on receipt, evidenced by acknowledgement or reliable delivery information. If delivery fails, the sender must use another notified contact. These are notice rules between Pazar and the Customer, not between licensing counterparties.

20.3 Entire agreement. These Terms, accepted Orders, accepted Introduction Schedules, the DPA and the Export Specification form the agreement on their subject matter, subject to clause 1.5. Neither party relies on a representation not included in those documents, except where such exclusion is unlawful. Nothing limits liability for fraudulent misrepresentation.

20.4 Severability and waiver. An unenforceable provision is severed or limited only to the extent permitted by law; the remainder continues. Failure to enforce a right is not a waiver.

20.5 Force majeure. A party is not liable for delay caused by circumstances beyond its reasonable control that it could not reasonably prevent or mitigate. It must notify the other and take reasonable mitigation steps. This does not excuse accrued payments or eliminate data-protection duties. If the affected service cannot be materially provided for 30 consecutive days, either may terminate it and Pazar refunds unused prepaid access fees.

20.6 Publicity and compliance. Neither party may use the other's name, logo or deal in marketing without prior written permission, except Customer-directed public display under clause 6.2. Each complies with applicable export-control and sanctions laws. The parties are independent contractors; no partnership, joint venture or employment relationship is created.

20.7 Legal-notice contact. Pazar IP, Inc., 2554 Lincoln Blvd, Number 2006, Venice, CA 90291, United States, [email protected]. Copyright notices under clause 4.5 go to Pazar's designated agent: Serkan Yel, at the address and email above.

Schedule A Export Specification

This specification forms part of the Terms and identifies the applicable export arrangements and supplements mandatory switching rights and applicable interoperability rights for parallel use.

Service and Order covered: Pazar production plans (Free, Starter, Growth, Agency and Enterprise) accepted under clause 1.6.

Included categories: Customer-supplied files and agreements; profiles, listings and briefs; structured deal and commercial data; offers and accepted versions; Customer-related signature evidence held for the Customer; product-approval records; royalty reports, assessments and statements; invoices and payment-status records; messages; Customer-related audit history; relevant metadata, account configuration and permissions. No additional legally exportable data or digital assets are held for this service.

Formats by category: Customer-supplied files, executed agreements and signed documents in their original file formats (PDF, DOCX and image formats), with the e-signature provider's completion certificate as PDF. Structured deal, commercial, offer, approval, royalty, invoice, message, audit and configuration data as JSON, with royalty statements and invoices additionally as CSV, organized by Deal Room so that files and records stay linked.

Justified exclusions: Other customers' and Counterparties' private information not shared with the Customer; Pazar's source code, prompts, model configuration, trade secrets and internal security material; internal derived values that do not form part of Customer-facing records. These are excluded only to the extent lawfully excludable and without impeding switching. No further service-specific exclusions.

Request route and procedure: An Administrator requests export or switching by email to the legal-notice contact from the Administrator's registered address. Pazar verifies the request against the account's recorded permissions and may confirm it through a second channel. The Administrator supplies destination details (a Customer-controlled storage location or the destination provider's contact) and any format choice offered. Pazar delivers through a time-limited secure download link to the Administrator or, where reasonably supportable, by direct transfer to the designated destination. The Customer confirms receipt and integrity; Pazar records that confirmation, or other reliable evidence of transfer, as the evidence of successful switching under clause 16.8. Retrieval, retention and deletion then follow clauses 16.5 to 16.8 and the Customer's instructions.

Interfaces and documentation: The in-Platform audit-history export for each deal (CSV) and the assisted full export described above are available to every Customer free of charge, with the export structures documented in the online register below. The Public API v1 (api.pazar-ip.com: listings, invitations, deals and webhooks) is available on plans that include API access and may also be used to retrieve deal data. There is no self-service full export, which is disclosed as a known limitation under clause 16.8.

Online information: Export structures, formats and relevant standards register: pazar-ip.com/legal/export. Infrastructure jurisdiction and government-access measures: pazar-ip.com/legal/infrastructure. Pazar maintains this information as required by applicable law.

Transition and retrieval: Clause 16.7 provides 30 days' notice and a normally 30-day transition. Clause 16.8 provides at least 30 days' retrieval after transition. Service-specific dependencies: signature evidence is retrieved from the e-signature provider and delivered within the transition period; a Deal Room shared with a Counterparty continues for that Counterparty under its own agreement and is not transferred; the destination must be able to ingest JSON and CSV. No other known limitations.

Parallel use where applicable: The Customer may request the same export under clause 8.3 for use alongside another service at no egress charge. Pazar has no real-time interoperability interface for this service; interoperability measures required by applicable law are provided through the documented export.

Retention and erasure: Data Processing Agreement V1.5 (11 October 2026). Active-system deletion within the period in clause 16.6 or the DPA, whichever is shorter; backup copies erased or overwritten within a further 30 days (DPA section 10.1). Lawful residual retention: signature completion records held by the e-signature provider for its own documented period (at least seven years) and Pazar's minimum agreement, acceptance, billing and introduction-attribution records under clause 16.6.

Charges: No fee for mandatory switching assistance, standard exit export or switching data egress. Additional optional work requires a separate agreed scope and price. A payment dispute does not delay mandatory exit rights.

Specification version: Version 1.1, 11 October 2026.