Brand partner agreement

1. Parties. This agreement is between XEVRYN S.A.C. (“Xevryn”, “Platform”) and the brand entity approved to operate a workspace on Xevryn OS (“Brand”, “Merchant”).

2. Platform services. Xevryn provides marketplace discovery, catalog tools, checkout infrastructure, analytics, and related operating features according to the subscribed plan.

3. Brand obligations. Brand warrants it has rights to list products, imagery, and content; that listings are accurate and lawful; and that it will fulfill orders promptly and comply with consumer, tax, and data protection rules.

4. Fees. Brand pays the subscription and commission rates agreed at onboarding. Commission applies to Xevryn-assisted sales as defined in onboarding. Refunds and chargebacks are reconciled per agreed settlement rules.

5. Payouts. Net amounts owed to Brand are calculated from delivered, non-disputed orders minus platform fees, Brand-funded promotions, and adjustments.

6. Data. Brand is responsible for personal data it collects or receives about its customers except where Xevryn acts as processor on Brand’s documented instructions. A data processing addendum may apply at onboarding.

7. Content license. Brand grants Xevryn a non-exclusive license to display and technically process Brand content for marketplace operation, AI-assisted discovery, and agent distribution during the term.

8. Moderation. Xevryn may remove or restrict listings that violate law, this agreement, or platform policies.

9. Term and termination. Per onboarding terms; reasonable catalog export on exit.

10. Liability. Each party is responsible for its obligations. Brand indemnifies Xevryn for claims arising from Brand products, content, or breaches. Xevryn’s total liability to Brand for direct damages is limited, to the extent permitted by law, to commissions paid by Brand in the three (3) months preceding the event giving rise to the claim, except for fraud or willful misconduct.

11. Governing law. Republic of Peru; courts of Lima unless otherwise agreed in a signed contract.

12. Acceptance. Binding when: (a) authorized signatory executes a counterpart; or (b) Brand owner accepts in the admin console per Xevryn’s designated onboarding flow.