Terms and Conditions

Marketplace Terms and Conditions Agreement

This Publica Marketplace Platform Agreement, including any terms and policies incorporated herein by reference (collectively the "Agreement") sets forth the terms under which QueryLoop, Inc., d/b/a Publica ("Publica") makes the Publica Marketplace Platform (the "Platform") available to you and the company or organization on behalf of whom you are registering ("Seller"). The Platform will enable Seller to create and customize an online store or library (the "Seller Store") whereby Seller will be able to make certain digital publications and other content provided by Seller (the "Seller Content") and/or certain digital publications or other content which Publica makes available to Seller through the Platform (the "Marketplace Content") available for sale or other distribution to end users through the Platform ("End Users"). Together, the Seller Content and the Marketplace Content offered through the Seller Store is referred to as the "Store Content." By registering or using Seller's account, you represent and warrant that you are authorized to accept this Agreement and act on behalf of the Seller. This Agreement supersedes and replaces all prior agreements and terms that relate to Seller's use of the Platform, including, as applicable, the Unlimited Service Sale Agreement, the Sales & Revenue Share Agreement, and the SaaS and Sales Agreement and Terms of Service.

Publica may change the terms of this Agreement any time in its sole discretion upon thirty (30) days' notice to Seller (or such different notice period as specific in the notice) (the "Notice Period"). The changes will be effective at the end of the Notice Period, and Seller's continued use of the Platform after the end of the Notice Period, including offering any Products for sale on the Platform, constitutes Seller's acceptance of such changes. If Seller does not agree to any changes, Seller must discontinue all use of the Platform and remove all of its Seller Content prior to the end of the Notice Period.

1. Subscription Plans; Cancellation

Use of the Platform is subject to the terms of this Agreement as well as the features, limitations, and other requirements of the applicable subscription plan (or plans) that Seller has selected (the "Subscription Plan"). The features, limitations, and requirements for each Subscription Plan, including any applicable Subscription Fees (as defined below), are as set forth on the Publica.la website (the "Site") at https://publica.la/en/plans-and-pricing/. Subscription Plans that require subscription fees have subscription terms that are monthly, annually, or such other terms as may be offered by Publica and selected by Seller (the "Subscription Term"). Seller may change or cancel its Subscription Plan at any time by emailing Publica at support@publica.la. However, no refunds of any Subscription Fees will be provided in connection with any change or cancellation of the Subscription Term, except as otherwise expressly provided in this Agreement or as required by applicable law. The Subscription Term will automatically renew at the end of each term (each a "Renewal Term") unless Seller cancels prior the end of the previous term by emailing Publica at support@publica.la (or Publica terminates Seller in accordance with Section 12 below). It is solely Seller's responsibility to cancel the Subscription before the end of the current Subscription Term, in order to stop the Subscription Term from being renewed. The features, limitations, requirements of any Subscription Plan may be changed by Publica at any time upon written notice, provided that such changes will not go into effect until the end of the Subscription Term (if applicable).

2. Free Trials

From time to time, we may offer free trials or other promotional subscriptions (a "Trial Subscription") that will automatically convert into a paid subscription after the end of a certain period of time (the "Promotion Period"). SELLER ACKNOWLEDGES THAT SELLER MUST CANCEL THE TRIAL SUBSCRIPTION BY EMAILING PUBLICA AT SUPPORT@PUBLICA.LA BEFORE THE END OF THE PROMOTION PERIOD IN ORDER TO AVOID CONVERTING TO A STANDARD SUBSCRIPTION AND BEING CHARGED A SUBSCRIPTION FEE, AND SELLER AUTHORIZES PUBLICA TO CHARGE THE PAYMENT METHOD PROVIDED IN CONNECTION WITH THE TRIAL SUBSCRIPTION FOR ALL SUBSCRIPTION FEES AND OTHER AMOUNTS AS SET FORM IN SECTION 3.2 BELOW IF SELLER HAS NOT CANCELLED AS SET FORTH ABOVE PRIOR TO THE END OF THE PROMOTION PERIOD.

3. Seller's Obligations

3.1 Registration

To activate the Seller Store, Seller must create an account (the "Account") and provide all information requested by Publica during Account activation, and the Seller Store must be accepted by Publica (which acceptance is at the sole discretion of Publica). Seller must provide Publica with accurate, complete and updated information, and will promptly update Account information in the event of any changes to such information. Failure to do so is a breach of this Agreement and may result in termination of Seller's Account and rights to use the Platform. Seller will maintain the security and confidentiality of its account information, including the passwords used to access its Account, and is responsible for all activities performed in the Platform with its Account information.

3.2 Fees; Automatic Renewal

Certain Subscription Plans may require payment of a one-time set up fee (the "Set-Up Fee") and/or a subscription fee (the "Subscription Fee"), as set forth on our Site at https://publica.la/en/plans-and-pricing/. In addition, Publica reserves the right to charge the following transaction fees: (a) a transaction fee of $0.43 on each End User transaction in the event that the Revenue Share (as defined below) on such transaction is not sufficient to cover the fees charged by Publica's payment processor or as otherwise specified in the applicable Subscription Plan; and (b) a transaction fee of $1.00 if Seller Content is provided to End Users free of charge (including through the use of a coupon code) (collectively the "Transaction Fees"). Any Set-Up Fees, Subscriptions Fees, and Transaction Fees will be referred to collectively as the "Fees."

Set-Up fees will be charged to credit card, debit card, or other payment method ("Payment Method") provided at the time of set up. If Seller's Subscription Plan requires payment of a Subscription Fee, Seller: (a) agrees to pay the applicable Subscription Fees in advance at the initial term of the Subscription and on the date of each renewal (including any applicable sales and use taxes, duties or other governmental taxes or fees), and to reimburse Publica for all collection costs and interest for any overdue amounts; (b) will provide a Payment Method at the time of subscribing to such Subscription Plan, and will update such information as necessary to maintain a valid Payment Method on file at all times; and (c) authorizes Publica or its designated payment processors to store your Payment Method and other related information and automatically charge your Payment Method for all amounts due under this Agreement.

AUTORENEWAL: SELLER UNDERSTANDS AND AGREES THAT ITS SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME DURATION, AND THAT SELLER'S PAYMENT METHOD WILL AUTOMATICALLY BE CHARGED FOR THE APPLICABLE SUBSCRIPTION FEE FOR THE RENEWAL TERM (WITHOUT FURTHER AUTHORIZATION AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW), UNLESS SELLER CANCELS ITS SUBSCRIPTION IN WRITING PRIOR TO THE END OF THE PREVIOUS TERM BY EMAILING PUBLICA AT SUPPORT@PUBLICA.LA (OR PUBLICA CANCELS UPON WRITTEN NOTICE). SEE SECTION 1 FOR MORE INFORMATION ON CANCELLATION OF SUBSCRIPTIONS. YOU ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE SUBSCRIPTION FEES INCREASES.