Platform Operator Agreement

Effective Date: May 25, 2026  |  Last Updated: July 30, 2026  |  Version: 1.1

This Platform Operator Agreement ("Agreement") is entered into between Lesuto Technologies, Inc., a Delaware corporation with its principal office at 600 Congress Ave, STE 1400, Austin, TX 78701 ("Lesuto," "we," "us," or "our"), and the entity or individual identified during the operator onboarding process ("Operator," "you," or "your"). By activating a platform tenant, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. Definitions

• "Platform" means the Lesuto commerce platform, including all software, APIs, dashboards, storefronts, and related services.
• "Tenant" means the Operator's white-labeled instance of the Platform, including custom branding, domain, and configuration.
• "End Users" means customers, merchants, and suppliers who access the Platform through the Operator's Tenant.
• "Revenue" means all gross transaction amounts processed through the Operator's Tenant, excluding taxes, refunds, and chargebacks.

2. Merchant of Record

Lesuto Technologies, Inc. acts as the merchant of record for all transactions processed through the Platform, including transactions on the Operator's Tenant. This means Lesuto is responsible for:

• Processing all customer payments via Stripe
• Managing refunds, chargebacks, and payment disputes
• Collecting and remitting applicable sales taxes
• Compliance with payment card industry (PCI) data security standards
• Issuing receipts and transaction records to End Users

The Operator shall not collect payments directly from End Users for transactions that occur on the Platform. All payment flows must be processed through Lesuto's payment infrastructure.

3. Revenue Share

The Operator is entitled to a share of the Revenue generated through their Tenant. Revenue is allocated across the following configurable streams:

• Transaction Revenue: A percentage of each completed transaction, configurable per Tenant. The Operator's share is calculated after deducting Lesuto's platform fee (which includes payment processing costs) and supplier/merchant commissions.
• Subscription Revenue: If the Operator's Tenant charges merchants subscription fees, the Operator receives a configurable share of those subscription payments.
• Advertising Revenue: If the Operator enables advertising on their Tenant, the Operator receives a configurable share of advertising fees collected.
• Additional Revenue Streams: Lesuto may introduce additional revenue-sharing streams. The Operator's share for each new stream will be agreed upon in writing before activation.

Revenue share percentages are set during onboarding and documented in the Operator's account configuration. Lesuto reserves the right to adjust revenue share terms with sixty (60) days' written notice. The Operator may terminate this Agreement if they do not accept revised terms.

4. Payouts

Operator payouts are processed subject to the following terms:

• Frequency: Payouts are processed on a monthly basis, within fifteen (15) business days after the close of each calendar month.
• Holdback: Lesuto retains a configurable holdback percentage (default 10%) of each payout cycle to cover potential refunds, chargebacks, and adjustments. Holdback funds are released after ninety (90) days if no claims arise.
• Minimum Threshold: Payouts are issued only when the Operator's accrued balance meets or exceeds $100.00 USD. Balances below this threshold roll over to the next payout cycle.
• Method: Payouts are delivered via Stripe Connect or wire transfer to the account designated by the Operator during onboarding.

5. Data Access and Responsibilities

The Operator has access to aggregated, anonymized analytics about activity on their Tenant. This includes:

• Aggregated page views, conversion rates, and traffic sources
• Order volume summaries and revenue metrics (without individual payment details)
• Store performance metrics (merchant sign-ups, active stores, product counts)
• Customer engagement metrics (sign-ups, retention rates) in aggregate form

The Operator does not have access to:

• Individual customer personal information (names, emails, addresses, phone numbers)
• Payment card information or bank account details
• Authentication credentials or passwords
• Individual purchase histories or order-level details containing PII
• Data from other Operators' Tenants or the broader Lesuto Platform

Lesuto is the merchant of record and the controller for End User checkout, accounts, payments, and order records. The Operator receives aggregated analytics only and does not control shopper personal data. Processing of Merchant/Supplier business data is governed by the Data Processing Agreement, which is incorporated into this Agreement by reference.

6. Operator Obligations

The Operator agrees to:

• Operate their Tenant in compliance with all applicable laws and regulations in the jurisdictions where they operate
• Not misrepresent the nature of their relationship with Lesuto to End Users
• Maintain accurate and up-to-date Tenant configuration and branding
• Promptly report any security incidents, suspected fraud, or legal proceedings that may affect the Tenant
• Ensure that their branding and marketing materials comply with applicable advertising and consumer protection laws
• Cooperate with Lesuto in responding to End User complaints, regulatory inquiries, and legal processes

7. Intellectual Property

Lesuto IP. The Platform, including all software, trademarks, service marks, logos, designs, documentation, and proprietary technology, remains the exclusive intellectual property of Lesuto Technologies, Inc. The Operator is granted a limited, non-exclusive, non-transferable, revocable license to use Lesuto branding elements solely in connection with the operation of their Tenant and subject to Lesuto's brand guidelines.

Operator IP. The Operator retains all rights to their own brand, trademarks, logos, and original content. By uploading or providing branding materials to Lesuto for use on the Tenant, the Operator grants Lesuto a limited license to display those materials solely in connection with the operation of the Tenant.

Neither party acquires any ownership interest in the other party's intellectual property by virtue of this Agreement.

8. Liability Allocation

Lesuto is responsible for:

• Payment processing, PCI compliance, and financial regulatory compliance as merchant of record
• Platform uptime, security, and maintenance (subject to reasonable SLA commitments)
• Data protection and privacy compliance for data Lesuto processes as data processor
• Tax collection and remittance where Lesuto is the merchant of record

The Operator is responsible for:

• Their own branding, marketing, and customer relationship management
• Ensuring their Tenant's use case complies with applicable industry regulations
• Managing their End User relationships and providing first-line support as appropriate
• Compliance with data protection laws in their capacity as data controller

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• The indemnifying party's breach of this Agreement
• The indemnifying party's violation of applicable law
• The indemnifying party's negligence or willful misconduct
• Any claims by third parties arising from the indemnifying party's actions or omissions within their areas of responsibility as described in Section 8

10. Term and Termination

Term. This Agreement is effective upon Tenant activation and continues until terminated by either party.

Termination for Convenience. Either party may terminate this Agreement for any reason with thirty (30) days' written notice to the other party.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

Effect of Termination. Upon termination:

• The Operator's Tenant will be deactivated and access to the Platform will be revoked
• Lesuto will process any outstanding payouts within thirty (30) days, subject to holdback provisions
• The Operator may request a data export of their Tenant configuration and aggregated analytics data within ninety (90) days of termination. After this period, Lesuto may delete Tenant-specific data
• End User personal data will be handled in accordance with Lesuto's Privacy Policy and applicable law
• The Operator must cease all use of Lesuto branding and intellectual property

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THE OPERATOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Travis County, Texas.

13. Miscellaneous

Entire Agreement. This Agreement, together with the Data Processing Agreement, Lesuto Terms of Service, and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof.

Amendments. Lesuto may amend this Agreement with sixty (60) days' written notice. The Operator's continued use of the Platform after the effective date of any amendment constitutes acceptance. If the Operator does not accept the amendment, they may terminate this Agreement per Section 10.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment. The Operator may not assign this Agreement without Lesuto's prior written consent. Lesuto may assign this Agreement without restriction.

14. Contact

For questions about this Agreement, please contact:

Lesuto Technologies, Inc.
600 Congress Ave, STE 1400
Austin, TX 78701
Email: legal@lesuto.com