Brand Partner Agreement

Version 1.0, Effective May 1, 2026

1. Parties and Acceptance

This Brand Partner Agreement (the "Agreement") is entered into between The Ledger Pulse Inc., an Alberta, Canada corporation operating CakeLedger (the "Company," "we," "us"), and the legal entity identified in the partner application or partner profile ("Partner," "you"). By submitting a partner application, by accepting an invitation to the partner portal, or by accessing or using any partner-only feature, you represent that you are authorized to bind the Partner entity and you agree to be bound by this Agreement, the Terms of Service, the Privacy Policy, and the Acceptable Use Policy. Where this Agreement conflicts with the general Terms of Service with respect to your participation as a Partner, this Agreement governs.

2. Definitions

"Service" means the CakeLedger application and related online services operated by the Company. "Partner Portal" means the partner-facing surfaces of the Service. "Partner Content" means the trademarks, logos, names, brand assets, photographs, product descriptions, prices, marketing copy, listings, directory entries, and any other content the Partner submits to or publishes through the Service. "Baker" means a user of the Service in their capacity as a home or small-scale baker customer. "Lead" means any contact, enquiry, click-through, or referral generated through the Service that the Partner may receive or pursue. "Confidential Information" has the meaning given in Section 14.

3. Eligibility and Authority to Bind

Partner represents and warrants that: (a) it is a duly organized legal entity (or, where permitted, a sole proprietor of legal age) in good standing under the laws of its jurisdiction of formation; (b) it is lawfully entitled to manufacture, distribute, market, sell, or otherwise supply each product, service, or category that it represents through the Service; (c) the individual submitting the application or accepting this Agreement is duly authorized to bind the Partner; (d) the information provided in the application and partner profile is accurate, current, and complete; and (e) the Partner's activities, products, and services comply with all applicable laws, regulations, and industry standards in each jurisdiction where the Partner offers or fulfills them.

4. Application, Review, and Approval

Submission of a partner application does not create a partnership. The Company may, in its sole discretion, approve, decline, condition, or revoke any application or partner status, with or without reasons. The Company may verify any information you submit, including by contacting third parties, requesting documentation, or consulting public registries. Partner status takes effect only when the Company expressly confirms approval (by email or through the Partner Portal). The Company may apply different tiers, plans, fees, exposure levels, or features to different Partners and may modify those at any time.

5. Partner Content and License Grant

Partner retains all right, title, and interest in and to Partner Content. Partner grants the Company a non-exclusive, worldwide, royalty-free, sublicensable (to the Company's service providers as required to operate the Service) licence to host, store, reproduce, adapt for display, format, translate (mechanically or via human review), publish, distribute, transmit, and display Partner Content through the Service, the Partner Portal, the in-app baker experience, the marketplace, public marketing surfaces (including the Company's website, social media, and email communications about the Service), search-engine listings, and any other surface reasonably related to operating, marketing, or supporting the Service. Partner represents and warrants that it owns or has obtained all rights, licences, consents, and permissions necessary to grant this licence and that Partner Content does not infringe or violate the rights of any third party. The licence terminates on termination of this Agreement, except that the Company may retain and continue to display Partner Content (a) in archival, backup, or audit copies for the periods set out in the Privacy Policy, and (b) in cached, indexed, or republished form outside the Company's control.

6. Directory, Promotions, and Leads

The Company may publish, surface, rank, demote, hide, or remove Partner directory entries, promotional placements, advertisements, and listings at its sole discretion, including through automated and editorial means. The Company makes no representation or warranty regarding the volume, quality, conversion rate, geographic distribution, or commercial value of any Lead, click-through, impression, or directory exposure. Partner is solely responsible for: (a) responding to Leads in compliance with applicable anti-spam, marketing, and privacy law (including without limitation Canada's Anti-Spam Legislation, the U.S. CAN-SPAM Act, the EU and UK GDPR, and any other applicable consumer-protection or marketing law); (b) the truthfulness and substantiation of any claims made in Partner Content; (c) honouring any offer, discount, voucher, sample, or shipping commitment Partner publishes; and (d) all customer service relating to Partner's sales to Bakers or to any other customer.

7. Fees, Subscriptions, and Commissions

Partner fees, subscription rates, placement fees, commissions, revenue shares, payout schedules, and minimum payout thresholds (collectively, "Partner Fees") are as set out in the Partner Portal or in a written commercial schedule referenced by this Agreement. Partner Fees are billed and collected in the same manner as other paid features of the Service, through the Company's payment processor. The Company may modify Partner Fees with reasonable advance notice (generally at least thirty (30) days) provided via email or in the Partner Portal, and continued participation after the change constitutes acceptance. Where the Company collects amounts on Partner's behalf, the Company may set off Partner Fees, refunds, chargebacks, taxes, and any other amounts owed to the Company against amounts payable to Partner. All Partner Fees are stated exclusive of applicable taxes, which Partner is responsible for, except where the Company is required by applicable law to collect them. The Company is not the merchant of record for sales by Partner to any third party, including Bakers, and is not responsible for tax collection, remittance, invoicing, refunds, or chargebacks on Partner's sales except as expressly provided in writing.

8. Restrictions on Partner

Partner agrees not to:

• Scrape, crawl, harvest, mass-extract, aggregate, or build a database of Baker information, listings, or directory data, whether by automated or manual means
• Use Lead information for any purpose other than the specific commercial purpose for which the Lead was generated, in compliance with applicable consent and anti-spam law
• Send unsolicited commercial messages to Bakers or other users of the Service
• Solicit Bakers to circumvent the Service or evade Partner Fees, commissions, or platform rules
• Misrepresent affiliation with the Company, sponsorship, endorsement, or any commercial relationship
• Use the Service to compete with the Service, train a competing product or model, or to develop competing directory, marketplace, or analytics offerings
• Sell, sublicense, lease, or otherwise transfer access to the Partner Portal to any third party
• Probe, scan, reverse engineer, or otherwise interfere with the security or operation of the Service
• Make any product, ingredient, health, safety, environmental, or commercial claim that is false, deceptive, unsubstantiated, or that violates applicable law
• Engage in any activity prohibited by the Acceptable Use Policy

9. Compliance, Anti-Bribery, and Anti-Money-Laundering

Partner shall comply with all applicable laws, including without limitation the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, applicable anti-money-laundering and counter-terrorist-financing laws, applicable consumer-protection and marketing laws, applicable food-safety and labeling laws, and applicable product-safety laws. Partner shall not, directly or indirectly, offer, give, or receive any improper inducement in connection with this Agreement or the Service. Partner agrees to provide reasonable cooperation with any compliance or due-diligence enquiry made by the Company.

10. Sanctions and Export Controls

Partner represents and warrants that Partner, its principals, owners (above any threshold required by applicable law), and key personnel are not (a) ordinarily resident in or located in any country or region subject to comprehensive sanctions administered by Canada, the United States, the United Kingdom, the European Union, or the United Nations Security Council, or (b) listed on any sanctions, denied-party, or restricted-party list maintained by any of the foregoing authorities. Partner shall not use the Service in violation of any applicable sanctions or export-control law.

11. Data and Privacy

The Privacy Policy describes how the Company processes personal information of Partner's personnel and any End Customer or Baker data Partner may encounter through the Service. Where Partner receives personal information of Bakers or End Customers (for example, in a Lead), Partner is an independent controller of that information for its own commercial purposes and is solely responsible for compliance with applicable data-protection law, including obtaining any required consents and providing any required notices. Partner shall implement and maintain commercially reasonable technical and organizational measures to protect such information.

12. Intellectual Property; Trademark Use

The Service, including all software, models, data, designs, layouts, taxonomies, dashboards, analytics, copy, and trademarks of the Company, is and remains the exclusive property of the Company. Nothing in this Agreement grants Partner any right in the Service except the limited right to access and use it as a Partner during the term. Partner may use the Company's name and word marks solely to factually identify Partner's participation in the Service (for example, "Available on CakeLedger") and only in accordance with any brand guidelines the Company may provide. Partner shall not register, attempt to register, or use any trademark, domain name, social handle, or business name that is confusingly similar to any Company mark.

13. Feedback

Partner may, but is not required to, provide feedback, ideas, or suggestions about the Service ("Feedback"). Partner grants the Company a perpetual, irrevocable, royalty-free, worldwide, sublicensable licence to use Feedback for any purpose without obligation or compensation to Partner.

14. Confidentiality

Each party may receive non-public information from the other in connection with this Agreement ("Confidential Information"), including non-public commercial terms, product roadmaps, performance data, and Lead-routing logic. The receiving party shall (a) use Confidential Information only as necessary to perform under this Agreement; (b) protect Confidential Information with at least the degree of care it uses to protect its own information of similar sensitivity, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its personnel and professional advisors with a need to know and bound by similar obligations. Confidential Information does not include information that is or becomes public other than through a breach of this Section, was independently developed without reference to Confidential Information, or was rightfully obtained from a third party without a duty of confidentiality. Disclosure required by law or legal process is permitted, with notice to the disclosing party where lawful and practicable.

15. Representations and Warranties

Partner represents and warrants on a continuing basis that: (a) Partner has the legal right to enter into this Agreement and to perform its obligations hereunder; (b) Partner Content does not infringe, misappropriate, or violate any intellectual-property, publicity, privacy, or other right of any third party, and is not false, deceptive, defamatory, or unlawful; (c) Partner's products, services, marketing, and operations comply with all applicable laws; and (d) Partner has and will maintain all permits, registrations, certifications, and insurance customary for, and required by law for, its business.

16. Disclaimers

THE SERVICE AND PARTNER PORTAL ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT IT WILL MEET ANY PARTNER'S COMMERCIAL OBJECTIVES, INCLUDING WITHOUT LIMITATION ANY TARGETED LEAD VOLUME, EXPOSURE, CONVERSION RATE, OR REVENUE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO PARTNER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE, OR THE PARTNER PORTAL SHALL NOT EXCEED THE GREATER OF (A) THE PARTNER FEES PAID BY PARTNER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS ($100 CAD). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST LEADS, LOSS OF GOODWILL, OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Indemnification

Partner shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Partner Content, including any allegation that Partner Content infringes any third-party right, is deceptive, defamatory, or unlawful; (b) Partner's products, services, marketing, or operations, including any product-liability, food-safety, labeling, or consumer-protection claim; (c) Partner's breach of this Agreement, the Acceptable Use Policy, or applicable law; (d) Partner's use of any Lead, including any anti-spam, marketing, or privacy claim; and (e) any tax, fine, or penalty arising from Partner's sales or operations.

19. Term, Suspension, and Termination

This Agreement begins on the effective date of partner approval and continues until terminated. Either party may terminate for convenience on thirty (30) days' written notice. The Company may suspend, restrict, or terminate Partner's access to the Partner Portal or any partner feature, in whole or in part, immediately and without notice, where the Company determines in good faith that Partner has breached this Agreement, the Acceptable Use Policy, applicable law, or the rules of the Company's payment processor or any other infrastructure provider, or where continued access poses a material legal, reputational, financial, security, or fraud risk to the Company, its users, or its providers. The Company may also terminate this Agreement if the Service or any material portion of it is discontinued. Discontinuation does not entitle Partner to any refund, credit, compensation, or damages, except as expressly required by mandatory applicable law.

20. Effect of Termination; Survival

On termination, Partner shall cease use of the Partner Portal and the Service's partner features, cease use of any Company mark or claim of affiliation, and pay any outstanding Partner Fees. The following survive termination: Sections 5 (with respect to surviving licence rights), 7 (with respect to amounts owing), 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 20, 21, 22, 23, 24, 25, and 27.

21. Force Majeure

Neither party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, riot, pandemic, government order, power failure, internet or telecommunications disruption, third-party service outage, cyberattack, or labour dispute. Payment obligations are not excused.

22. Independent Contractor; No Agency

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint-venture, partnership, franchise, or fiduciary relationship between the parties. Neither party has authority to bind the other or to make representations on the other's behalf.

23. Notices

Notices to the Company must be sent to legal@cakeledger.com. Notices to Partner will be sent to the email address associated with Partner's account or otherwise provided to the Company. Notices are deemed received on the next business day after sending. Operational notices may also be delivered through the Partner Portal.

24. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of the Province of Alberta sitting in the City of Edmonton, except that either party may seek injunctive relief in any court of competent jurisdiction. Before commencing any proceeding, the parties shall negotiate in good faith for thirty (30) days. Any dispute resolution shall proceed only on an individual basis; class, consolidated, and representative actions are waived to the maximum extent permitted by applicable law.

25. Assignment

Partner may not assign this Agreement, in whole or in part, without the Company's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Partner's assets, provided that the successor is not a competitor of the Company and the successor agrees in writing to be bound by this Agreement. The Company may assign this Agreement without restriction. Any purported assignment in breach of this Section is void.

26. Changes to this Agreement

The Company may modify this Agreement from time to time. For material changes, the Company will use commercially reasonable efforts to provide at least thirty (30) days' notice via email or in the Partner Portal. Continued participation as a Partner after the effective date of the modified Agreement constitutes acceptance. Non-material changes (formatting, clarifications) take effect immediately upon posting. The current version of this Agreement, with effective date, is always available at /legal/partner-agreement.

27. Entire Agreement; Severability; Order of Precedence

This Agreement, together with the Terms of Service, the Privacy Policy, the Acceptable Use Policy, and any commercial schedule expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter and supersedes any prior or contemporaneous communications. In the event of conflict, this Agreement governs as to the partner relationship, the Terms of Service govern as to general use of the Service, and the Privacy Policy governs as to processing of personal information. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.