CHAMBER OF COMMERCE AGREEMENT
IMPORTANT DISPUTE NOTICE
Section 10 contains binding individual arbitration and a class-action waiver for covered disputes, subject to stated exceptions and non-waivable rights. Arbitration applies only where the Chamber separately and affirmatively authorizes Section 10 through a legally sufficient acceptance process.
This Chamber of Commerce Agreement ("Agreement") is between Glocodes Technologies Inc., a Delaware corporation doing business as curbsidemall ("curbsidemall" or "Company"), and the Chamber of Commerce or similar approved membership organization validly accepting this Agreement ("Chamber"). This Agreement becomes effective when Chamber validly accepts it. It governs approved Chamber participation, Member Merchant outreach, Community Commerce collaboration, and applicable revenue participation, and supplements the then-applicable curbsidemall Terms of Service ("Terms"), Privacy Policy, lawful Chamber program rules, and valid separate written terms.
1. Scope, Chamber Status & Authority
1.1 Chamber Collaboration. Chamber may participate in approved activities intended to strengthen member visibility, Merchant modernization, Community Commerce, local business growth, Customer access, educational initiatives, networking, innovation programs, and other authorized community-economic-development activities.
1.2 Independent Organization. Chamber remains an independent organization. Participation does not by itself create employment, agency, partnership, joint venture, franchise, fiduciary duty, ownership interest, exclusivity, or authority to bind curbsidemall. curbsidemall does not represent Chamber, and Chamber does not represent curbsidemall except to the limited extent expressly authorized in writing.
1.3 No Authority to Bind. Unless expressly authorized in writing, Chamber may not enter contracts, make warranties, modify pricing, issue refunds, grant licenses, guarantee Merchant acceptance or business success, accept liability, or otherwise create obligations for curbsidemall.
2. Member Merchant Outreach, Enrollment & Community Commerce
2.1 Member Outreach. Chamber may introduce curbsidemall to its members; promote approved information, education, networking, and modernization initiatives; support lawful Merchant outreach; and encourage eligible members to evaluate curbsidemall independently.
2.2 Independent Merchant Decision. Each Member Merchant decides independently whether to register or participate. Chamber may not enroll a Member Merchant, accept Merchant terms, guarantee acceptance, set Merchant pricing, or make operational commitments on behalf of a Member Merchant or curbsidemall without lawful authority.
2.3 Community Commerce. Chamber may support approved Community Commerce Network activities, cross-promotion, member education, local buying initiatives, community events, business-resource sharing, and other lawful collaboration. Participation by Chamber members remains voluntary unless a separate written agreement expressly provides otherwise.
3. Chamber Revenue Participation & Attribution
3.1 Revenue Participation. Subject to this Agreement, Chamber is eligible to receive one percent (1.0%) of Commissionable Sales generated through curbsidemall by Qualifying Member Merchants validly attributed to Chamber. This contractual payment is program compensation only and does not create equity, ownership, a securities interest, partnership, fiduciary status, or a right to control curbsidemall or any Merchant.
3.2 Qualifying Member Merchant. A "Qualifying Member Merchant" is an eligible Chamber member that validly registers with curbsidemall through an approved Chamber attribution method, satisfies applicable Merchant verification and activation requirements, remains in good standing under applicable curbsidemall terms, and is not excluded by fraud, duplicate attribution, prior registration, or another controlling written attribution rule.
3.3 Commissionable Sales. "Commissionable Sales" means eligible sales actually processed through curbsidemall and attributed to a Qualifying Member Merchant, excluding taxes, tips where applicable, refunds, reversals, chargebacks, fraudulent or invalid transactions, promotional amounts not collected, and other amounts excluded by applicable written program rules. Chamber compensation accrues only while this Agreement remains active unless a separate written compensation schedule expressly provides a different duration.
3.4 Statements, Adjustments & Payment. curbsidemall may provide periodic statements showing attributed Qualifying Member Merchants, Commissionable Sales, adjustments, and compensation. Payments are calculated monthly and, absent a documented exception, are paid within fifteen (15) days after the end of each calendar month, subject to valid reversals, fraud controls, tax reporting, offsets expressly permitted by agreement or law, and correction of calculation errors.
4. Gift Cards, Special Programs & No Guaranteed Results
4.1 Optional Gift Card or Financial Programs. Chamber participation in Merchant Gift Card, loyalty, wallet, fundraising, trade, or other financial or stored-value programs is not automatic and requires applicable program activation, disclosures, operational procedures, and any additional written terms required by curbsidemall or law. Chamber is not responsible for such a program unless it expressly accepts that role in writing.
4.2 No Guaranteed Results. curbsidemall does not guarantee Member Merchant registrations, referrals, Customer traffic, sales, revenue, compensation, member retention, economic-development results, or commercial success. Chamber is responsible for its own membership programs, dues, governance, events, personnel, communications, and legal obligations.
5. Marketing, Confidentiality, Data & Brand
5.1 Lawful Marketing and Representation. Chamber must accurately describe its relationship with curbsidemall, use lawful and truthful outreach, obtain required marketing or communication consents, avoid spam and deceptive or misleading advertising, and not make unauthorized promises, guarantees, endorsements, certifications, or income claims.
5.2 Confidential Information & Data. Chamber must protect non-public Company, Merchant, Customer, program, pricing, technology, operational, lead, account, and other confidential information received through participation. Personal information may be collected, accessed, used, disclosed, or retained only as authorized and legally permitted. Chamber must promptly report material privacy, cybersecurity, credential, fraud, or data incidents connected with program activities that could materially affect curbsidemall or participants and are within Chamber's knowledge or control.
5.3 Brand and Intellectual Property. Each party retains ownership of its trademarks, logos, content, technology, membership materials, and proprietary information. Chamber receives only a limited, revocable, nonexclusive right to use authorized curbsidemall materials for approved activities. Co-branded communications and public announcements must follow approved brand and publicity requirements.
6. Chamber Responsibilities, Taxes, Expenses & Insurance
6.1 Chamber-Controlled Activities. Chamber remains responsible for its own organization, board and staff, members, volunteers, facilities, events, communications, permits, governance, membership records, safety responsibilities, and legal compliance to the extent within its control or legal responsibility.
6.2 Taxes and Expenses. Chamber is responsible for taxes, filings, licenses, personnel costs, marketing costs, and other expenses within its legal responsibility unless a separate written agreement expressly provides otherwise. Chamber is responsible for providing tax documentation reasonably required for lawful payment.
6.3 Insurance. Chamber remains responsible for insurance appropriate to its own activities and legal obligations. Nothing in this Agreement represents that any particular type or amount of insurance is sufficient.
7. Prohibited Conduct, Investigation & Termination
7.1 Prohibited Conduct. Chamber may not provide materially false information; make unauthorized commitments for curbsidemall; misuse confidential or personal information; manipulate referrals, compensation, program participation, reviews, or records; engage in fraud, unlawful marketing, deceptive conduct, harassment, unlawful discrimination, retaliation, infringement, or knowing misrepresentation; interfere with another participant; circumvent Platform safeguards; or materially abuse the applicable program.
7.2 Investigation and Protective Action. curbsidemall may investigate suspected fraud, misrepresentation, account misuse, unauthorized activity, compensation manipulation, privacy or security concerns, or other material violations and may require verification, supporting records, remediation, evidence preservation, or temporary restrictions while a matter is reviewed.
7.3 Suspension and Termination. curbsidemall may warn, restrict, suspend, deactivate, or terminate participation for material or repeated violations, fraud, unlawful conduct, loss of eligibility or authority, investigation obstruction, serious privacy or security violations, or materially similar risk. Chamber may discontinue future participation at any time, subject to accrued obligations and valid separate terms. Termination does not affect rights or obligations accrued before termination.
8. Indemnification & Platform Limitations
8.1 Chamber Responsibility. To the fullest extent permitted by law, Chamber shall defend where applicable, indemnify, and hold harmless curbsidemall and its applicable affiliates, officers, directors, employees, authorized representatives, contractors, licensors, successors, and assigns from qualifying third-party claims arising from matters legally attributable to Chamber, including unauthorized representations, unlawful marketing, privacy violations, infringement, fraud, misuse of data, Chamber-controlled events, membership activities, communications, referrals, unlawful marketing, or compensation-related misrepresentations, or breach of this Agreement.
8.2 Platform and Program Limitations. curbsidemall does not guarantee uninterrupted Platform availability, Member Merchant participation, Customer traffic, referrals, promotions, registrations, compensation, sales, revenue, membership growth, economic-development results, business growth, market share, or commercial success. The Platform and related technologies remain subject to the disclaimers and limitations in the Terms, and non-waivable rights remain unaffected.
9. Notices, Amendments & General Terms
9.1 Notices and Program Changes. curbsidemall may provide operational, contractual, security, program, policy, and legal communications through lawful electronic or other designated methods. Chamber must keep contact information current. This Agreement and applicable program rules may be amended prospectively for lawful business, operational, fraud-prevention, technology, security, or legal reasons, with notice or assent where required.
9.2 Non-Exclusivity and Assignment. Unless a separate written agreement provides otherwise, the relationship is nonexclusive. Subject to law, curbsidemall may assign this Agreement in connection with a merger, reorganization, acquisition, asset or operations sale, change of control, financing, or lawful succession. Chamber may not transfer program rights or compensation rights without written authorization except where law requires otherwise.
9.3 Survival, Severability & Contract Priority. Invalid provisions are limited or severed to the minimum lawful extent; failure to enforce is not a waiver; and accrued payment obligations, confidentiality, privacy, intellectual-property, indemnification, dispute, investigation, and other obligations that by their nature should survive remain effective after termination. This Agreement, the applicable Terms, Privacy Policy, program-specific written terms, and other validly incorporated terms govern the relationship. If valid provisions irreconcilably conflict, an express order-of-precedence provision controls; otherwise the more-specific valid written provision governing the subject controls to the extent permitted by law. Informal communications do not modify this Agreement unless made by a person with actual authority through a legally sufficient modification.
10. Dispute Resolution, Arbitration & Governing Law
10.1 Good-Faith Resolution. Before formal litigation or arbitration, the parties should, where reasonably practicable, attempt good-faith direct resolution. A dispute notice should identify the claimant, applicable account or program, material facts, requested resolution, and available supporting information. Unless emergency relief or law requires otherwise, arbitration ordinarily should not begin until thirty (30) days after a substantially complete dispute notice.
10.2 Binding Individual Arbitration. EXCEPT FOR EXCLUDED DISPUTES OR RIGHTS THAT CANNOT LAWFULLY BE WAIVED, curbsidemall AND CHAMBER, UPON CHAMBER'S SEPARATE AFFIRMATIVE AUTHORIZATION BELOW, AGREE THAT COVERED DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROGRAM PARTICIPATION, COMPENSATION, ACCOUNT ACTIONS, PLATFORM USE, OR SERVICES WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN A COURT TRIAL. The Federal Arbitration Act applies to the extent applicable. Unless another valid agreement specifies otherwise, arbitration will ordinarily be administered by the American Arbitration Association under the rules applicable to the dispute.
10.3 Exceptions; Individual Proceedings. Arbitration does not apply where law requires or permits another forum, including eligible small-claims matters; temporary, preliminary, emergency, or provisional judicial relief; proceedings protecting intellectual property, trade secrets, Platform systems, cybersecurity, confidential information, or evidence; governmental, regulatory, or criminal proceedings; non-arbitrable claims; and non-waivable rights. TO THE FULLEST EXTENT PERMITTED BY LAW, COVERED DISPUTES SUBJECT TO ARBITRATION WILL BE RESOLVED INDIVIDUALLY, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE PROCEEDING SEEKING RELIEF FOR NONPARTIES, subject to applicable law.
10.4 Governing Law. Except where federal or mandatory law requires otherwise, Nevada law governs without regard to conflict rules requiring another jurisdiction's law. The Federal Arbitration Act governs arbitration matters to the extent applicable. Subject to this Section and applicable law, court claims may be heard by courts with jurisdiction and, where legally permissible, the parties consent to state courts in Clark County, Nevada and the United States District Court for the District of Nevada.
11. Chamber Acceptance & Separate Arbitration Authorization
11.1 Agreement Acceptance. By signing, selecting an applicable "I Agree" or "Accept" control, checking an identified acknowledgment box, or otherwise validly accepting this Agreement through a legally sufficient process, Chamber confirms that it has reviewed and agrees to this Agreement and applicable incorporated terms, subject to non-waivable rights.
CHAMBER'S SEPARATE ARBITRATION AUTHORIZATION: Chamber specifically and affirmatively agrees to Section 10, including binding individual arbitration and the class-action waiver, to the extent valid and enforceable under applicable law.