Brand Registry & Trademark License Agreement

Brand Protections You Get from Day One

Brand Registry is included with the Booming plan and above. Here’s the protection layer it adds for your IP and listings. This summary is provided for convenience – the full agreement below is the legally binding text.

• Brand Gating. Only you and your authorized resellers can sell under your brand on UPMOS – unauthorized sellers are blocked from listing under your brand.
• Free Test Buy program. 5 test purchases per quarter are free. UPMOS buys suspected counterfeits, inspects them, and acts on findings – on your behalf.
• Priority IP infringement response. Brand Registry sellers get a 4-24 hour response on IP infringement reports (non-Registry response is 5 business days).
• Automated counterfeit monitoring. Continuous, automated monitoring of listings using your trademarks across the marketplace – 24/7, no extra fee.
• Image protection. Your registered product images are watermarked and protected from unauthorized reuse by other sellers.
• Enhanced Brand Content. Premium product pages with images, comparison charts and lifestyle imagery – not available to non-Registry sellers.
• Brand Storefront. A dedicated, customizable brand storefront on UPMOS – your own corner of the marketplace.
• Brand Analytics. Search-term reports and market-basket analysis specific to your brand – data you can act on, included.
• MAP enforcement. Automated minimum advertised price monitoring helps you maintain pricing discipline across resellers.

Quick Navigation

• Overview & Purpose
• Definitions
• Eligibility & Enrollment
• Trademark Requirements
• Brand Content & Guidelines
• Authorized Reseller Program
• Brand Protection Tools
• MAP & Pricing Policies
• IP Infringement & Enforcement
• Registry Benefits & Features
• Seller Obligations
• Suspension & Termination
• Term & Renewal
• Seller Representations & Warranties
• Data Privacy & Protection
• Audit Rights
• Notice Provisions
• General Provisions

Overview & Purpose

The Upmos Brand Registry is a program designed to protect registered trademarks, empower brand owners with enhanced control over their product listings, and ensure buyers receive authentic products. This Brand Registry & Trademark License Agreement (“Brand Terms”) governs enrollment in and use of the Upmos Brand Registry program.

Upmos Entity: Upmos Inc., 9896 Bissonnet St, Houston TX 77036, USA

Contact: brands@upmos.com | 1-855-MERCHED (1-855-637-2433)

Jurisdiction: Harris County, Texas | Governed by Texas Law

Definitions

• Brand Owner: The entity that owns or is the exclusive licensee of the trademark(s) being registered in the Upmos Brand Registry
• Brand Registry: Upmos’s program for registered trademark holders that provides enhanced brand protection, content control, and marketplace tools
• Registered Trademark: A trademark that has been granted registration by the United States Patent and Trademark Office (USPTO), the European Union Intellectual Property Office (EUIPO), or an equivalent national trademark office
• Authorized Reseller: A third-party seller explicitly authorized by the Brand Owner to sell their branded products on the Upmos Marketplace
• Brand Content: Enhanced product listing content created by Brand Owners, including rich descriptions, brand stories, comparison charts, and lifestyle imagery
• MAP (Minimum Advertised Price): The lowest price at which a Brand Owner allows its products to be publicly advertised on the marketplace
• RAV (Report a Violation): Upmos’s tool for reporting IP infringement, counterfeiting, and policy violations
• Test Buy Program: Upmos’s proactive brand protection program that purchases and inspects seller products to verify authenticity
• GTIN (Global Trade Item Number): A unique product identifier (UPC, EAN, ISBN) used to match products across the marketplace
• Bloom Dashboard: Upmos’s proprietary seller and brand management portal, accessible at vendors.upmos.com, through which Brand Owners manage Brand Registry enrollment, authorized resellers, MAP settings, RAV reports, and brand analytics
• GoCargo: Upmos’s first-party fulfillment and logistics service, analogous to Fulfillment by Upmos (FBU), through which sellers store, pick, pack, and ship inventory via Upmos’s warehouse network
• Booming Plan: Upmos’s paid subscription tier for professional sellers, which is a prerequisite for Brand Registry enrollment. Plan pricing and features are set forth in the Marketplace Participation Agreement (MPA)
• SAR (Seller Account Rating): Upmos’s composite seller performance score (0–100), calculated from Order Defect Rate (ODR), Late Shipment Rate, Valid Tracking Rate, and customer feedback metrics. SAR thresholds referenced in this agreement are: minimum 75 for Brand Registry eligibility; minimum 70 for Authorized Reseller eligibility
• Enhanced Brand Content: Enhanced brand-owned product listing content, including rich text, imagery, comparison modules, and brand story layouts, available exclusively to Brand Registry enrollees

Eligibility & Enrollment

Brand Owner Requirements

• Active Trademark: Brand must have an active, registered trademark with the USPTO, EUIPO, or equivalent national office. Bona-fide pending (application-based) trademarks are accepted on a provisional basis: provisional enrollees receive Brand Registry benefits, must notify Upmos when the mark registers or the application is refused or abandoned, and certain enforcement benefits may be limited until the mark proceeds to registration
• Trademark Types Accepted: Word marks, design marks (logos), and combination marks. Sound marks, motion marks, and scent marks are not currently supported
• Seller Account: Active Upmos seller account on the Booming Plan (Brand Registry is not available on the Guarantee 30 Plan)
• Good Standing: SAR of 75 or above, no active policy violations, and active for at least 90 days

Enrollment Process

1. Application: Submit Brand Registry application through the Bloom Dashboard, including trademark registration number, trademark office, and brand information
2. Verification: Upmos verifies the trademark registration with the relevant trademark office (3-5 business days)
3. Identity Confirmation: The trademark owner of record receives a verification code via the email address on file with the trademark office
4. Activation: Upon successful verification, Brand Registry benefits are activated within 24 hours

Multiple Brands

• A single seller account may enroll up to 10 separate brands in the Brand Registry
• Each brand requires a separate trademark registration and verification
• Enterprise sellers (>10 brands) may request an expanded allocation through brands@upmos.com

Trademark Requirements

Accepted Trademark Offices

For purposes of Brand Registry eligibility, an “equivalent national trademark office” means a governmental or intergovernmental intellectual property authority that: (a) maintains a publicly searchable official trademark register; (b) issues official registration certificates bearing a unique registration number; and (c) is a member of or operates under the framework of the World Intellectual Property Organization (WIPO). Accepted offices include, without limitation: USPTO (United States), EUIPO (European Union), UKIPO (United Kingdom), CIPO (Canada), IP Australia, INPI (Brazil & France), SIPO/CNIPA (China), and WIPO Madrid Protocol designations. Common law trademark rights (unregistered marks with no filed application) are not accepted for Brand Registry enrollment; however, a bona-fide pending application may be enrolled on a provisional basis (see Eligibility & Enrollment).

Trademark Usage on Listings

• Brand names and logos displayed on product listings must exactly match the trademark as registered (including stylization, capitalization, and design elements)
• Trademark symbols (™ for unregistered, ® for registered) should be used appropriately on first reference in marketing materials
• Product titles must include the exact brand name as the first element (e.g., “[Brand Name] [Product Name] [Key Features]”)

Trademark License to Upmos

By enrolling in the Brand Registry, you grant Upmos a non-exclusive, royalty-free, worldwide license to use, display, and reproduce your registered trademarks and brand assets (logos, brand name, brand imagery) solely for the following purposes:

• Displaying branded product listings on the Upmos Marketplace
• Promoting your products in Upmos marketing materials, email campaigns, and social media
• Identifying your brand in search results, categories, and brand discovery features
• Conducting brand protection activities (test buys, counterfeit investigations)

This license terminates upon de-enrollment from the Brand Registry or termination of your seller account.

Trademark Ownership

Enrollment in the Brand Registry does not transfer any trademark ownership or rights to Upmos. The Brand Owner retains full ownership and control of all registered trademarks and associated intellectual property.

Brand Content & Guidelines

Enhanced Brand Content

• Brand Registry enrollees can create Enhanced Brand Content for product listings, including rich text descriptions, comparison charts, feature highlights, brand stories, and lifestyle imagery
• Enhanced Brand Content supports up to 7 content modules per product listing
• Content must be original and owned by the Brand Owner. Stock photography is permitted with proper licensing
• Enhanced Brand Content is reviewed within 3-5 business days of submission

Brand Storefront

• Brand Registry enrollees can create a custom Brand Storefront page on Upmos with branded imagery, curated collections, and featured products
• Storefronts support custom URLs (e.g., upmos.com/brand/[brand-name])
• Analytics for Brand Storefront traffic, engagement, and conversion are available in the Bloom Dashboard

Content Standards

• All brand content must comply with Upmos Brand Guidelines and listing quality standards and the Acceptable Use Policy
• Content must be truthful and not misleading. Unsubstantiated claims are prohibited (FTC Act § 5)
• Comparative claims about competitors must be factual, substantiated, and not disparaging
• Content must not include: contact information directing buyers off-platform, external website URLs, pricing guarantees, time-sensitive promotions, or references to competitor marketplaces

Authorized Reseller Program

How It Works

• Brand Owners can designate Authorized Resellers through the Brand Registry portal in the Bloom Dashboard
• Only Authorized Resellers (and the Brand Owner) may list products under the registered brand name
• Unauthorized sellers attempting to list branded products are subject to listing removal and potential account action

Authorization Requirements

• Brand Owners must provide a letter of authorization (LOA) for each Authorized Reseller, including: authorized product catalog, territory restrictions, pricing guidelines, and authorization period
• Authorized Resellers must maintain minimum SAR of 70 and ODR below 1%
• Brand Owners may revoke authorization at any time through the Brand Registry portal. Revoked resellers lose the ability to list the brand’s products within 48 hours

Parallel Imports / Gray Market

• Products sourced from authorized distribution channels outside the U.S. (“gray market” goods) may be listed if they are genuine, unaltered, and clearly labeled with country of origin and any material differences from the U.S. version
• Brand Owners may request restrictions on gray market listings through the Brand Registry portal. Upmos evaluates requests on a case-by-case basis

Brand Protection Tools

Automated Protections

• Brand Gating: Only the Brand Owner and Authorized Resellers can list products under gated brands. New sellers must request approval from the Brand Owner through the Bloom Dashboard before creating a listing
• Brand Gating Transition: Sellers who were actively listing a Brand Registry product prior to gating activation are granted a 30-day sell-through period to fulfill open orders and sell existing inventory. After the 30-day transition period, their listings will be restricted. To continue selling after the transition, a seller must request and receive authorization from the Brand Owner through the Bloom Dashboard. Upmos will notify affected sellers by email at least 7 days before gating takes effect on their active listings
• Image Protection: Brand-owned product images are watermarked and protected. Unauthorized use by other sellers is automatically detected and flagged
• Listing Monitoring: AI-powered monitoring scans all marketplace listings for potential trademark infringement, counterfeit indicators, and listing hijacking
• Price Monitoring: Automated alerts when products are listed below MAP or at prices indicating potential counterfeit (abnormally low pricing)

Report a Violation (RAV) & Takedown Requests

• Brand Registry enrollees can submit IP violation reports through the dedicated RAV portal in the Bloom Dashboard
• RAV reports receive priority response (within 24 hours for Brand Registry members vs. 5 business days for standard reports)
• Report types: counterfeit, trademark infringement, copyright infringement, patent infringement, listing hijacking, unauthorized seller

Test Buy Program

• Available to Brand Registry enrollees with 3+ months of enrollment
• Upmos purchases products from suspected counterfeit listings and sends them to the Brand Owner for authenticity verification
• Brand Owner must respond with verification results within 10 business days
• Confirmed counterfeit: seller listing removed, potential account suspension, inventory impounded (if GoCargo-fulfilled)
• Cost: first 5 test buys per quarter are free; additional test buys are billed at Upmos’s actual out-of-pocket purchase price for the product (the “Test Buy Cost”), which shall not exceed the current Buy Box price for the product at the time of purchase, plus a $15 handling and processing fee per unit. Upmos will provide an itemized cost summary for each additional test buy prior to charging

MAP & Pricing Policies

Minimum Advertised Price (MAP) Enforcement

• Brand Owners may set MAP prices for their products through the Brand Registry portal
• MAP applies to the advertised price displayed on product listings and in search results. In-cart discounts and loyalty rewards are excluded from MAP
• When a MAP violation is detected, Upmos sends an automated notice to the violating seller with 48 hours to correct the price
• Repeat MAP violations (3+ in 90 days) may result in listing suspension for the affected products

MAP Limitations

• MAP policies must comply with federal antitrust law (Sherman Act § 1, FTC Act § 5). Upmos does not enforce vertical price-fixing arrangements
• MAP applies only to advertised prices, not actual transaction prices. Sellers may offer competitive pricing through Upmos promotional tools (coupons, Subscribe & Save)
• Upmos reserves the right to decline MAP enforcement if the MAP policy is deemed anticompetitive or contrary to marketplace policies
• Promotional Events Carve-Out: MAP enforcement is automatically suspended during Upmos-wide promotional events (including but not limited to: The Double Up Sale, Holiday Deals, Flash Sales, and any other Upmos platform-wide discount event). Brand Owners will receive at least 7 days’ advance notice of such events via the Bloom Dashboard
• Anti-Coordination: MAP enforcement is conducted solely at the individual request of Brand Owners. Upmos shall not disclose any seller’s pricing information to any other seller, and shall not facilitate coordination between competing sellers regarding pricing. MAP suspension actions are processed independently per seller
• Automated vs. Manual Review: MAP violation notices are generated automatically. Listing suspension following the 48-hour cure period requires human review and approval by the Upmos Brand Team before any suspension action is taken

IP Infringement & Enforcement

Infringement Response Timeline

Service Level Notice: Response time targets in the table above are good-faith service level objectives and do not constitute warranties or guarantees of performance. Actual response times may vary based on report volume, complexity, third-party cooperation, and circumstances outside Upmos’s reasonable control. Failure to meet a response time target does not constitute a breach of this agreement.

Seller Counter-Notice

• Sellers whose listings are removed due to IP reports may submit a counter-notice through the Bloom Dashboard
• Counter-notices must include: identification of removed content, good-faith statement, consent to jurisdiction, and certification under penalty of perjury
• Upon valid counter-notice, the Brand Owner has 10 business days to initiate legal action. If no action is taken, the listing is reinstated

Repeat Infringer Policy

• 1st Violation: Warning and listing removal
• 2nd Violation: 30-day selling suspension for the affected brand’s products
• 3rd Violation: Permanent ban from listing any of the affected brand’s products
• 5+ Violations (Any Brand): Account termination review — Upmos will notify the seller in writing within 5 business days of the triggering violation, specifying the basis for review and providing 15 business days for the seller to submit a written response. A final determination will be issued within 30 business days of the seller’s response or the expiration of the response period, whichever is earlier

Violation Reset Period

Violations under the Repeat Infringer Policy accumulate on a rolling 24-month basis. Violations older than 24 months from the date of the most recent violation are removed from the violation count for purposes of tiered escalation. The 24-month window does not apply to permanent brand bans (3rd violation), which remain in effect unless formally appealed and reversed.

Appeal Process for Wrongly Applied Penalties

If a seller believes a violation was incorrectly recorded due to a false or unsubstantiated IP report, the seller may submit a formal appeal within 30 days of the violation notice through the Bloom Dashboard. Appeals must include: (a) identification of the specific violation being contested; (b) evidence the underlying IP report was false, fraudulent, or unsubstantiated; and (c) any supporting documentation. Upmos will review the appeal within 15 business days. If upheld, the violation will be expunged and any associated listing suspension reversed. Brand Owners who are found to have filed 3 or more false reports within a 90-day period are subject to Brand Registry suspension per the Seller Obligations section.

Registry Benefits & Features

Seller Obligations

• Accurate Trademark Data: Maintain current trademark registration information. Notify Upmos within 30 days of any change in trademark status (renewal, transfer, cancellation, opposition)
• Good Faith Reports: IP infringement reports must be submitted in good faith. Filing false or misleading reports may result in Brand Registry suspension and potential legal liability
• Timely Responses: Respond to Upmos inquiries regarding brand eligibility, authorized resellers, or test buy verifications within 10 business days
• Compliance: Ensure all brand content, marketing materials, and products comply with applicable trademark laws, FTC regulations, and Upmos policies
• Authorized Reseller Management: Maintain an accurate and current list of Authorized Resellers. Update the registry within 30 days of any authorization changes
• Trademark Monitoring Responsibility: Upmos has no obligation to independently monitor public trademark registries (USPTO TSDR, EUIPO eSearch, or equivalent) for changes in trademark status, renewal deadlines, office actions, or cancellation proceedings. The Brand Owner bears sole and exclusive responsibility for monitoring the status of enrolled trademarks and for notifying Upmos of any changes within the timelines required by this agreement

Suspension & Termination

Suspension Triggers

• Trademark registration expires, is cancelled, or is successfully challenged
• Brand Owner files 3+ false or unsubstantiated IP reports in a 90-day period
• Seller account falls below minimum eligibility requirements (SAR < 75, ODR > 1%)
• Brand Owner fails to respond to Upmos inquiries within required timelines

De-Enrollment

• Brand Owners may voluntarily de-enroll from the Brand Registry at any time through the Bloom Dashboard
• Upon de-enrollment, Brand Registry benefits (Enhanced Brand Content, Brand Storefront, MAP enforcement, brand gating) are deactivated within 7 business days
• Existing product listings are not affected, but Enhanced Brand Content reverts to standard descriptions
• Re-enrollment requires a new application and verification process

Term & Renewal

Initial Term

Brand Registry enrollment commences upon Upmos’s written confirmation of successful verification and continues for an initial term of one (1) year from the activation date (“Enrollment Year”).

Automatic Renewal

At the expiration of each Enrollment Year, enrollment automatically renews for successive one-year terms unless: (a) the Brand Owner submits a de-enrollment request through the Bloom Dashboard at least 30 days before the renewal date; (b) Upmos provides written notice of non-renewal at least 30 days before the renewal date; or (c) enrollment is suspended or terminated pursuant to the Suspension & Termination section of this agreement.

Annual Trademark Re-Verification

Upmos may, at its discretion, perform an annual re-verification of trademark registrations upon renewal. Brand Owners must confirm their trademark remains active and in good standing at each renewal. Failure to confirm within 15 business days of a re-verification request may result in suspension of Brand Registry benefits pending confirmation.

Effect of Expiration

Upon expiration or termination of Brand Registry enrollment for any reason: (a) all Brand Registry benefits are deactivated within 7 business days; (b) the trademark license granted to Upmos under this agreement terminates; (c) Enhanced Brand Content reverts to standard product descriptions; and (d) Brand Gating, MAP enforcement, and authorized reseller restrictions are lifted. Existing product listings are not removed but lose Brand Registry-exclusive content and protections.

Seller Representations & Warranties

By enrolling in and maintaining enrollment in the Brand Registry, the Brand Owner represents, warrants, and covenants to Upmos, as of the date of enrollment and on a continuing basis throughout the term, that:

1. Trademark Ownership: The Brand Owner is the owner of record, or the exclusive licensee with full authority to sublicense, each trademark or trademark application enrolled in the Brand Registry, and each such mark is either (i) validly registered with the applicable trademark office, or (ii) the subject of a bona-fide application that has been duly filed with, and remains active and pending before, such office and that the Brand Owner is prosecuting in good faith;
2. No Conflicting Rights: The registered trademark is not subject to any pending cancellation proceeding, opposition, re-examination, or adverse claim that has not been disclosed to Upmos;
3. Authority: The individual or entity enrolling in the Brand Registry has full legal authority to bind the Brand Owner to this agreement. If enrolling as an agent or licensee, the Brand Owner has authorized such enrollment in writing;
4. Accurate Information: All trademark registration data, brand information, and authorized reseller lists provided to Upmos are accurate, complete, and not misleading;
5. Good Faith Reporting: All IP infringement reports submitted through the RAV portal are based on a good-faith belief that the reported activity constitutes infringement, and the Brand Owner has not submitted, and will not submit, false or knowingly unsubstantiated reports;
6. Compliance with Laws: The Brand Owner’s products, brand content, marketing materials, and trademark usage comply with all applicable federal, state, and local laws, including the Lanham Act, FTC Act, and applicable consumer protection statutes;
7. No Encumbrances: The trademark license granted to Upmos under this agreement does not violate any existing licensing agreement, consent decree, coexistence agreement, or court order to which the Brand Owner is a party.

The Brand Owner acknowledges that Upmos relies on these representations in granting Brand Registry access and enforcing brand protection measures on the Brand Owner’s behalf. A material breach of any representation or warranty in this section constitutes grounds for immediate suspension or termination of Brand Registry enrollment.

Data Privacy & Data Protection

Data Collected

In connection with Brand Registry enrollment and operation, Upmos collects and processes the following data from Brand Owners: trademark registration details, brand identity documentation, brand asset files (logos, imagery), authorized reseller lists, MAP pricing configurations, RAV report submissions, test buy results, and Brand Analytics data (search terms, conversion metrics, market basket data).

Data Use

Brand Registry data is used exclusively for: (a) verifying and maintaining Brand Registry enrollment; (b) enforcing brand protection measures on the Brand Owner’s behalf; (c) providing Brand Analytics and reporting; (d) platform integrity and fraud prevention; and (e) compliance with legal obligations. Upmos does not sell Brand Owner trademark data or brand assets to third parties.

Data Retention

Brand data is retained for the duration of Brand Registry enrollment plus three (3) years following de-enrollment or termination, after which it is deleted or anonymized in accordance with Upmos’s data retention policy. Brand Analytics data may be retained in aggregated, anonymized form for platform research and improvement.

GDPR & International Privacy

Brand Owners located in the European Union, United Kingdom, or other jurisdictions with data protection laws applicable to the personal data of Brand Owner’s representatives or contacts may have additional rights regarding their personal data. Upmos processes such data in accordance with its Privacy Policy (available at upmos.com/privacy-policy) and applicable data protection law. For GDPR-related inquiries, contact legal@upmos.com.

Confidentiality of Brand Data

All brand-related data, analytics, trademark information, authorized reseller lists, and test buy results are treated as Confidential Information under the Non-Disclosure Agreement (NDA) incorporated herein by reference. Upmos shall not disclose Brand Owner’s Confidential Information to any unauthorized third party, including other marketplace sellers.

Audit Rights

Brand Owner Audit Rights

Brand Owners have the right to request, no more than twice per Enrollment Year, a written report from Upmos’s Brand Team detailing: (a) all RAV reports submitted by the Brand Owner and their resolution status; (b) all MAP violation notices issued in connection with the Brand Owner’s enrolled brands; (c) test buy activities conducted on behalf of the Brand Owner; and (d) any Brand Registry suspension or enforcement actions taken during the review period.

Audit report requests must be submitted to brands@upmos.com with the subject line “Brand Registry Audit Request.” Upmos will deliver the audit report within 15 business days of the request.

SLA Performance Reporting

Brand Owners on the Booming Plan may request a quarterly SLA performance summary showing average response times for RAV reports against the targets set forth in the IP Infringement & Enforcement section. SLA performance summaries are provided on a best-efforts basis and do not constitute an acknowledgment of breach or liability for any missed targets.

Upmos Platform Integrity Rights

Upmos reserves the right to audit Brand Owner’s use of Brand Registry tools, RAV submissions, and authorized reseller designations to detect abuse, false reporting, or anticompetitive conduct. Upmos will provide written notice before initiating any such audit unless exigent circumstances require immediate action to protect the platform or third-party sellers.

Notice Provisions

Form of Notice

All formal notices, demands, or communications required or permitted under this agreement shall be in writing and delivered by one of the following methods: (a) email to the designated contact address on file in the Bloom Dashboard, with confirmation of delivery; (b) certified or registered mail, return receipt requested, to the address set forth below; or (c) overnight courier to the address set forth below.

Notice Addresses

Notices to Upmos:
Upmos Inc.
Attn: Legal Department — Brand Registry
9896 Bissonnet St
Houston, TX 77036
Email: legal@upmos.com

Notices to Brand Owner: To the email address and mailing address on file in the Brand Owner’s seller account, as updated from time to time. It is the Brand Owner’s responsibility to maintain current and accurate contact information in the Bloom Dashboard.

Effective Date of Notice

Notices shall be deemed effective: (a) upon confirmed delivery for email notices; (b) three (3) business days after mailing for certified mail; and (c) one (1) business day after deposit with an overnight courier. Notices received after 5:00 PM Central Time on a business day shall be deemed received on the next business day.

Routine Communications

Routine operational communications (MAP violation alerts, RAV status updates, Brand Analytics reports, renewal reminders) may be delivered through the Bloom Dashboard, email, or in-app notification and do not require compliance with the formal notice provisions above.

General Provisions

Relationship to Master Agreement

This Brand Registry Agreement (“Brand Agreement”) is supplemental to and incorporated by reference into the Marketplace Participation Agreement (“MPA”) between Seller and Upmos Inc.. In the event of any conflict between this Brand Agreement and the MPA, the terms of the MPA shall control unless this Brand Agreement explicitly states otherwise. Capitalized terms not defined herein shall have the meanings assigned to them in the MPA.

Governing Law & Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. Subject to the Dispute Resolution section below, the exclusive venue for any action permitted to be brought in court — including an action to compel arbitration, to confirm or enforce an arbitration award, or to seek the injunctive or equitable relief described in that section — shall be the state or federal courts located in Harris County, Texas, and each party irrevocably consents to such jurisdiction and venue. This provision does not override the parties’ agreement to arbitrate; in the event of any conflict, the Dispute Resolution section controls.

JURY TRIAL WAIVER

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party certifies and acknowledges that: (a) no representative of the other party has represented that such party would not seek to enforce this waiver; (b) this waiver is a material inducement for each party to enter into this agreement; and (c) each party has been given the opportunity to consult with legal counsel regarding this waiver.

Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this agreement shall be resolved in accordance with the dispute resolution procedures set forth in the Marketplace Participation Agreement (MPA), including:

• Negotiation (30 Days): The parties shall first attempt to resolve the dispute through good-faith negotiation between designated representatives.
• Mediation (60 Days): If negotiation fails, the dispute shall be submitted to mediation administered by a mutually agreed-upon mediator in Harris County, Texas.
• Binding Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Harris County, Texas. The arbitrator’s decision shall be final and binding.

Each party shall bear its own costs of mediation and arbitration, unless the arbitrator determines otherwise.

CLASS ACTION WAIVER: ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN ANY COURT PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO PRESIDE OVER A CLASS OR REPRESENTATIVE PROCEEDING.

Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending resolution of the underlying dispute through arbitration. The party seeking such relief: (a) is not required to post bond; (b) submits to the jurisdiction of the state or federal courts in Harris County, Texas for such interim relief only; and (c) does not waive the right to arbitrate the underlying dispute by seeking such relief.

Indemnification

Brand Owner shall indemnify, defend, and hold harmless Upmos Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Brand Owner’s breach of any term or obligation under this agreement;
• Brand Owner’s violation of any applicable law, regulation, or third-party right;
• Any claims of trademark infringement, counterfeiting, or intellectual property violation arising from Brand Owner’s products or brand content;
• Any misrepresentation regarding Brand Owner’s ownership of or authorization to use trademarks registered in the Brand Registry.

Upmos shall provide prompt written notice of any claim for which indemnification is sought and shall cooperate with Brand Owner in the defense of such claim. Brand Owner shall not settle any claim without Upmos’s prior written consent if the settlement imposes any obligation on Upmos or does not include a full release of claims against Upmos.

Reciprocal Indemnification by Upmos: Upmos shall indemnify, defend, and hold harmless the Brand Owner, its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or directly resulting from: (a) Upmos’s gross negligence or willful misconduct in administering Brand Registry tools or enforcement actions; (b) Upmos’s unauthorized disclosure of the Brand Owner’s Confidential Information to third parties in breach of the NDA; or (c) Upmos’s fraudulent misrepresentation to the Brand Owner. This reciprocal indemnification does not extend to any claim arising from the Brand Owner’s own acts, omissions, or representations. The Brand Owner shall provide prompt written notice of any claim for which reciprocal indemnification is sought and shall cooperate with Upmos in the defense of such claim.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, government orders or actions, power failures, internet or telecommunications failures, cyberattacks, or labor disputes. The affected party shall:

• Provide prompt written notice to the other party describing the force majeure event;
• Use commercially reasonable efforts to mitigate the impact and resume performance;
• Resume performance promptly upon cessation of the force majeure event.

If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this agreement upon thirty (30) days’ written notice without liability.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPMOS’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO UPMOS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT IN CASES WHERE UPMOS FAILS TO RESPOND TO A VERIFIED COUNTERFEIT REPORT WITHIN THE APPLICABLE SLA PERIOD AND SUCH FAILURE IS DIRECTLY ATTRIBUTABLE TO UPMOS’S NEGLIGENCE, UPMOS’S MINIMUM LIABILITY FLOOR SHALL BE NO LESS THAN FIVE HUNDRED DOLLARS ($500) PER VERIFIED INCIDENT, UP TO A MAXIMUM OF TEN THOUSAND DOLLARS ($10,000) PER CALENDAR QUARTER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty Disclaimer

ALL BRAND REGISTRY TOOLS, AUTOMATED PROTECTIONS, BRAND ANALYTICS, ENHANCED BRAND CONTENT FEATURES, AND RELATED SERVICES PROVIDED BY UPMOS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. UPMOS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT.

Upmos does not guarantee that the Brand Protection Tools will detect or prevent all instances of counterfeiting, trademark infringement, or unauthorized use of brand assets. Brand owners retain sole responsibility for monitoring and enforcing their intellectual property rights. All brand-related data, analytics, and reports provided through the Brand Registry are considered Confidential Information subject to the Non-Disclosure Agreement (NDA).

Service Level Objectives: The response time targets and performance metrics described in the IP Infringement & Enforcement section are good-faith service level objectives and do not constitute express warranties. Notwithstanding any specific time targets stated in this agreement, Upmos does not warrant that any Brand Protection Tool, automated monitoring system, or enforcement action will be completed within any particular timeframe. Brand Owners should not rely solely on Upmos’s Brand Registry tools as their exclusive IP enforcement mechanism.

Nothing in this disclaimer shall limit either party’s liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded or limited under applicable law.

Severability

If any provision of this agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

Entire Agreement

This Brand Registry Agreement, together with the Marketplace Participation Agreement (MPA), the Service Level Agreement (SLA), and all other agreements and policies incorporated by reference therein, constitutes the entire agreement between the parties regarding the subject matter hereof. This agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations regarding the same subject matter.

Waiver

No failure or delay by either party in exercising any right, power, or remedy under this agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude further exercise of that right or any other right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Non-Solicitation

During the term of this agreement and for a period of twelve (12) months following its termination or expiration, neither party shall, directly or indirectly, solicit, recruit, or attempt to hire any employee, contractor, or consultant of the other party who was involved in the performance or administration of obligations under this agreement or any related agreement, without the prior written consent of the other party.

This restriction shall not apply to: (a) general employment advertisements or postings not specifically targeted at the other party’s personnel; (b) individuals who independently contact the hiring party without solicitation; or (c) individuals whose employment with the other party has been terminated for at least six (6) months prior to any solicitation.

Jurisdiction Limitation: This non-solicitation provision shall apply only to the extent permitted by the applicable law of the jurisdiction governing the employment of the individual in question. In jurisdictions where employee non-solicitation provisions between commercial parties are void or unenforceable as a matter of law (including California, Colorado, Minnesota, North Dakota, and any other jurisdiction with similar restrictions), this provision shall be severed with respect to employees in those jurisdictions without affecting the remainder of this agreement or the enforceability of this provision with respect to employees in other jurisdictions.

Assignment

Neither party may assign or transfer this agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations under this agreement.

Survival

The following provisions shall survive the expiration, de-enrollment, or termination of this agreement for any reason and shall remain in full force and effect indefinitely or for the periods specified: Definitions; Trademark License (solely for the purpose of removing residual brand content within a reasonable wind-down period not to exceed 90 days); Seller Representations & Warranties (as to acts or omissions during the term); Indemnification (as to claims arising during the term); Limitation of Liability; Warranty Disclaimer; Confidentiality and Data Privacy obligations; Dispute Resolution (including Jury Trial Waiver, Class Action Waiver, and Arbitration); Governing Law & Jurisdiction; and this Survival clause.

Relationship of the Parties

The parties to this agreement are independent contractors. Nothing in this agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between Upmos and the Brand Owner. Neither party has the authority to bind the other party in any manner, make representations or warranties on behalf of the other party, or incur any obligation or liability on the other party’s behalf. Upmos’s enforcement of Brand Registry protections on the Brand Owner’s behalf does not make Upmos an agent of the Brand Owner; all enforcement actions are undertaken by Upmos in its capacity as marketplace operator.

No Third-Party Beneficiaries

This agreement is entered into solely for the benefit of Upmos Inc. and the Brand Owner. Nothing in this agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this agreement. Notwithstanding the foregoing, Upmos’s officers, directors, employees, agents, and affiliates referenced in the Indemnification section are intended third-party beneficiaries of the indemnification obligations solely to the extent of such obligations.

Counterparts & Electronic Execution

This agreement is entered into electronically. Brand Owner’s enrollment in the Brand Registry through the Bloom Dashboard, including clicking “I Agree,” “Submit Application,” or any equivalent acceptance mechanism, constitutes the Brand Owner’s electronic signature and acceptance of this agreement in its entirety, with the same legal force and effect as a handwritten signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in Texas. A printed or electronically stored copy of this agreement and any related acceptance records is admissible to the same extent as an original document.

Language of Agreement

This agreement is written and executed in the English language, which is and shall remain the sole controlling language for all purposes, including interpretation, enforcement, and dispute resolution. Any translation of this agreement or any related document into any other language is provided for informational convenience only and shall have no legal effect. In the event of any conflict, ambiguity, or discrepancy between the English version and any translated version, the English version shall prevail in all respects.

Amendment & Modification

Upmos may update this agreement from time to time. Material changes will be communicated with at least thirty (30) days’ notice through the Bloom Dashboard or email. Continued participation on the Upmos Marketplace after the effective date of any amendment constitutes acceptance of the updated terms.

Right to Reject Material Amendments: If a Brand Owner objects to a material amendment to this agreement, the Brand Owner may reject the amendment by submitting written notice of de-enrollment to brands@upmos.com before the amendment’s effective date. De-enrollment under this provision is without penalty, and the Brand Owner’s existing seller account and product listings are not affected. If de-enrollment notice is not received before the effective date of the amendment, continued use of Brand Registry features constitutes acceptance of the amended terms. For purposes of this provision, a “material amendment” is one that (a) increases Brand Owner fees, (b) reduces Upmos’s IP enforcement obligations, (c) expands Upmos’s trademark license, or (d) materially limits Brand Owner rights or remedies under this agreement.

Synopsis — Key Brand Registry Terms

• ✅ Registered or Pending Trademark Required: USPTO, EUIPO, or equivalent registration — or a bona-fide pending application (provisional) — needed for enrollment
• ✅ Enhanced Brand Content & Brand Storefront: Enhanced listing content and custom brand pages
• ✅ Brand Gating: Control which sellers can list your products
• ✅ 4-Hour Counterfeit Response: Priority IP protection for registered brands
• ✅ MAP Enforcement: Automated monitoring of minimum advertised pricing
• ✅ Test Buy Program: 5 free authenticity test purchases per quarter
• ✅ Authorized Reseller Management: Full control over who sells your brand
• ✅ Booming Plan Required: Brand Registry available on paid plans only