Merchant Data Agreement

1. Parties, definitions, and consideration

This Merchant Data Agreement ("Agreement") is between Xerothread ("Company") and the independent retailer identified during onboarding ("Merchant").

"Services" means Company's marketing sites, store dashboards, benchmarks, data panel, public Trend Index, and related offerings. "Merchant Data" means the transaction, catalog, and store-profile data Merchant makes available to Company, including through a point-of-sale ("POS") integration or file upload. "Panel" means the group of participating independent retailers whose Merchant Data Company combines into Aggregated Data. "Aggregated Data" means data and insights derived from Merchant Data that have been combined with data from other panel participants and processed so that no individual store is identifiable.

In consideration of Company providing Merchant the dashboards, benchmarks, and related Services at no charge, and of the mutual promises in this Agreement (in plain terms: Merchant shares its data, and Company provides the Services free of charge), the parties agree as follows.

The version and effective date shown above identify this document. Merchant's participation is governed by the version of this Agreement that Merchant most recently accepted, or is treated as having accepted under Section 12 (Amendment).

2. Grant of rights; ownership

Merchant grants Company a non-exclusive right to collect, process, aggregate, and anonymize Merchant Data, and to commercially license insights derived from Merchant Data solely in aggregated, anonymized form.

Company may include Merchant Data in panel-level products such as the Trend Index, concierge buyer reports, and store benchmarks, provided no store-identifiable data is disclosed to third parties other than the service providers described in Section 5 (Service providers) or as required by law.

As between Merchant and Company, Merchant retains ownership of its raw underlying Merchant Data, and Company owns the Aggregated Data and the panel-level products, indexes, insights, and other works derived from panel contributions.

3. Anonymization and suppression

Before any buyer-visible release, Company applies two safeguards, known as k-anonymity and dominance suppression: a released cell - a single aggregated figure, such as one product's weekly sales in one region - must reflect at least 5 independent retailers, and a cell is suppressed (left out of the release) if any single store accounts for more than 40% of its units or revenue.

Buyer surfaces never receive store names, addresses, individual transaction rows, or other store-identifying fields.

Company may strengthen its suppression parameters at any time without notice. Strengthening suppression is never a breach of this Agreement.

4. Survival of published aggregates

If Merchant disconnects or terminates this Agreement, already-published aggregates that include Merchant contributions may remain in historical panel products. Merchant Data will not be included in future aggregation runs after termination becomes effective, subject to the 15-day window in Section 11 (Term and termination).

5. Service providers

Company uses service providers to operate the Services, in categories such as cloud hosting and database, authentication, email delivery, object storage, workflow and event processing, product-catalog (UPC) lookup, and AI-assisted product classification. These providers process data on Company's behalf under contracts or service terms that restrict their use of the data. Sharing data with these service providers as described in this Section is permitted despite the disclosure restrictions elsewhere in this Agreement.

AI-assisted product classification receives product and catalog fields only; the provider may use that data only to generate classifications for Company, and its terms do not permit it to train its AI models on the submitted data.

6. What Company will not do with Merchant Data

Company will not sell or disclose Merchant-identifiable raw data to brands, distributors, or any other third party, except to the service providers described in Section 5 (Service providers) or where disclosure is required by law.

Where Merchant Data is obtained through a POS platform API (for example Square), Company will honor platform-imposed restrictions on that data, including not using platform-restricted data to train, fine-tune, or otherwise enhance any artificial-intelligence model or system.

7. Merchant representations

Merchant represents that: (a) the person accepting this Agreement is authorized to bind Merchant; (b) Merchant has all rights necessary to share the connected store data with Company; and (c) sharing that data does not violate applicable law or any third-party agreement that binds Merchant.

8. Indemnity

Merchant will indemnify Company - that is, cover Company's resulting damages and reasonable attorneys' fees - against third-party claims, to the extent those claims arise from Merchant's breach of the representations in Section 7 (Merchant representations).

9. Services provided "as is"

Dashboards, benchmarks, and other outputs of the Services are provided for general informational purposes only. They describe observed sell-through momentum and early signals among participating independent retailers; they are not business, financial, or investment advice, and they are not predictions or forecasts of future performance. Merchant is solely responsible for its own business decisions, including ordering and inventory decisions.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Company may modify, suspend, or discontinue any feature of the Services at any time.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES IS LIMITED TO THE GREATER OF (A) THE AMOUNTS MERCHANT PAID COMPANY FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Because the Services are currently provided to merchants at no charge, this cap will typically be US $100. This limit applies in the aggregate across this Agreement and the Terms of Service combined.

Nothing in this Section 10 limits Merchant's obligations under Section 8 (Indemnity).

Some jurisdictions do not allow certain limitations of liability; these limits apply to the fullest extent the law allows.

11. Term and termination

This Agreement begins when Merchant accepts it during onboarding and continues until terminated.

Merchant may terminate this Agreement at any time by: (a) written notice to Company under Section 14 (Notices and contact); (b) disconnecting its POS connection in the product; or (c) revoking Company's access at the POS platform (for example, revoking the Square OAuth authorization). Platform-side revocation counts as written termination notice to Company.

Company may terminate this Agreement or suspend Merchant's panel participation at any time by notice to Merchant. Termination by Company is effective when Company's notice to Merchant is received under Section 14 (Notices and contact).

Termination by in-product disconnect or platform-side revocation is effective when Company's systems receive the disconnect or revocation signal. Termination by written notice is effective when Company receives the notice.

Merchant Data is excluded from aggregation runs that begin more than 15 days after termination becomes effective. In practice, this means Merchant Data may still be included in new aggregates prepared during the first 15 days after termination; after that window, it is not included in any new aggregation run. Already-published aggregates survive under Section 4 (Survival of published aggregates).

Within 90 days after termination, Company will delete or de-identify Merchant's raw transaction and catalog rows, except records Company reasonably retains to comply with law or a POS platform's requirements, to resolve disputes, or to evidence the parties' agreement (including the signed grant record). Company may retain Merchant's store-profile record as part of those acceptance and relationship records.

12. Amendment

Company may amend this Agreement by giving Merchant notice at least 30 days before the amendment takes effect. Notice may be given by email to the address associated with Merchant's account or by prominent in-product notice, and will state the amendment's effective date.

If Merchant continues to participate in the panel after the stated effective date, Merchant accepts the amended Agreement. If Merchant does not agree to an amendment, Merchant may terminate this Agreement under Section 11 (Term and termination) before the amendment takes effect.

Amendments apply prospectively from their effective date; they do not retroactively change the terms that governed data collected or aggregates published while an earlier version was in effect.

13. Governing law and venue

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Services, and each party consents to personal jurisdiction and venue there.

14. Notices and contact

Notices to Company must be sent by email to xerothreaddev@gmail.com, or to a successor notice address that Company designates in a later version of this Agreement or by notice to Merchant.

Notices to Merchant may be sent to the email address associated with Merchant's account or given by prominent in-product notice.

A notice is effective when received. An email notice is treated as received when sent to the correct address, unless the sender receives a delivery failure.

Questions or complaints about this Agreement: xerothreaddev@gmail.com

15. General terms

This Agreement and the Terms of Service are the entire agreement between the parties about panel participation and Merchant Data, and supersede prior discussions and understandings on that subject. If this Agreement conflicts with the Terms of Service on the subject of Merchant Data or panel participation, this Agreement controls.

If any provision of this Agreement is found unenforceable, it will be limited or severed to the minimum extent necessary, and the rest of the Agreement remains in effect.

Merchant may not assign this Agreement without Company's written consent, except to a successor of Merchant's business. Company may assign this Agreement to an affiliate or successor, including a legal entity formed to operate the Services.

A failure to enforce a provision of this Agreement is not a waiver of it.

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control.

The provisions of this Agreement addressing ownership, representations, anonymization and suppression, survival of published aggregates, what Company will not do with Merchant Data, post-termination exclusion and deletion, indemnity, disclaimers, limitation of liability, governing law and venue, notices, and these general terms survive termination.