Trillion Marketplace Capacity Agreement

1. Definitions

"Buyer" means the party purchasing capacity. "Supplier" means the party providing capacity. "Platform" / "Trillion" means Trillion's marketplace, software, listings, payments, messaging and related services. "Marketplace" means the venue connecting Buyers and Suppliers on the Platform. "Introduction" means the first time a Buyer and Supplier are connected through the Platform (whether by listing view, inquiry, quote, message or booking). "Off-Platform Transaction" means any commercial transaction between an Introduced Buyer and Supplier that is not booked and processed through the Platform. "Deliverables" means the goods, services or capacity to be provided as set out in the Commercial Terms. "Effective Date" means the date this Agreement is fully executed by both parties.

2. Platform Role

Trillion is a marketplace intermediary only. Trillion is not a party to this Agreement and is not a party to the underlying transaction between Buyer and Supplier.

• Trillion does not own, operate, control, inspect, deliver or take possession of any listed capacity.
• Trillion does not guarantee performance by either party and makes no warranty as to the quality, legality, availability, safety, suitability, condition or accuracy of any listing or capacity.
• The contractual relationship for the Deliverables exists solely between Buyer and Supplier.
• Trillion's role and liability are limited to the platform services Trillion actually provides (listing hosting, search, messaging, contracting workflow, payments where offered, and dispute administration). Trillion's aggregate liability to either party arising out of or in connection with the Platform is limited to the Platform Fees actually paid by that party to Trillion in the twelve (12) months preceding the claim.

3. Governing Law & Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflicts-of-law principles, except where a different governing law has been specified in the Commercial Terms by mutual written agreement of the parties. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, subject to §8 (Dispute Resolution).

4. Anti-Circumvention (Marketplace Protection)

The parties acknowledge that the Platform's value derives from Introductions. Accordingly:

• 24-month exclusivity window. For a period of twenty-four (24) months from the date of the first Introduction between a Buyer and a Supplier through the Platform (the "Exclusivity Window"), any commercial transaction between those parties for the same or substantially similar capacity shall be booked through the Platform.
• Platform Fee survives off-platform booking. If an Off-Platform Transaction occurs during the Exclusivity Window, the Platform Fee of 5% of the gross transaction value remains owed to Trillion by the Supplier, and is payable within thirty (30) days of the transaction's effective date.
• Liquidated damages. Knowingly evading or attempting to evade the Platform Fee entitles Trillion to liquidated damages equal to two times (2×) the Platform Fee that would otherwise have been owed, the parties agreeing that this is a reasonable pre-estimate of loss.
• Reporting & audit. Each party agrees to truthfully report Off-Platform Transactions covered by this clause on request, and to provide reasonable cooperation (including relevant invoices and contracts redacted as necessary) for verification.
• Carve-outs. This clause does not apply to (i) pre-existing commercial relationships between the parties documented in writing to Trillion before the Introduction; or (ii) transactions entered into after the Exclusivity Window expires.

5. Marketplace Terms

5.1 Listing accuracy & supplier representations

Supplier represents and warrants that each listing is accurate, complete and not misleading in any material respect; that Supplier has the right to provide the listed capacity; that the capacity complies with applicable laws and regulations; and that Supplier holds all permits, licences, consents and insurances required to provide it.

5.2 Buyer obligations

Buyer shall use the capacity only for the purposes described in the Commercial Terms; comply with Supplier's posted access requirements, safety rules and site policies; pay all amounts when due; and notify Supplier and Trillion promptly of any incident, damage or non-conformity.

5.3 Cancellation policy

• More than 14 days before start date: full refund less Platform Fee.
• 7 to 14 days: 50% refund less Platform Fee.
• Fewer than 7 days: non-refundable unless Supplier agrees otherwise in writing.
• Cancellation by Supplier at any time: full refund to Buyer; Supplier liable for documented re-procurement costs up to 25% of contract value.

5.4 Refund & no-show policy

Buyer no-show: full charge stands. Supplier no-show or material failure to provide the capacity: full refund plus credit equal to 10% of contract value, capped at $5,000.

5.5 Capacity availability

Supplier warrants that the capacity will be available for the booked dates and to the specifications listed. Where capacity is rendered unavailable by Force Majeure (§12), the parties shall use reasonable efforts to reschedule before either party seeks a refund.

5.6 Regulatory, safety & equipment condition

Supplier shall maintain the capacity in safe operating condition and in compliance with all applicable health, safety, environmental and industry regulations. Buyer is entitled to a reasonable pre-use inspection where the asset type makes inspection appropriate.

5.7 Booking & payment disputes

Booking and payment disputes follow §8 (Dispute Resolution) and may be raised through the Platform dispute workflow.

6. Asset-Type Addenda

Where a listing falls within one of the categories below, the corresponding addendum is incorporated by reference into this Agreement:

6.1 Warehouse

• Supplier liable for damage to stored goods caused by Supplier's negligence or breach, up to the lesser of declared goods value and the liability cap in §9.
• Supplier shall maintain warehouseman's legal liability insurance appropriate to the goods stored.
• Access restrictions, hours and security procedures are as posted by Supplier and form part of this Agreement.

6.2 Equipment rental

• Buyer is responsible for operator competence and for damage caused by misuse.
• Supplier responsible for routine maintenance and for delivering equipment in safe, working condition.
• Damage beyond fair wear and tear is chargeable to Buyer at documented repair cost.

6.3 Commercial kitchens

• Buyer must comply with applicable health-code and food-safety regulations and hold required food-handler certifications.
• Buyer responsible for end-of-use cleaning to Supplier's posted standard; cleaning fees apply for non-compliance.
• Allergen cross-contamination is Buyer's responsibility.

6.4 Manufacturing & machine time

• Production specifications and tolerances are as set out in the Commercial Terms.
• Acceptance criteria and QC procedure must be agreed in writing before production begins.
• First-article approval is required before full production runs unless waived in writing.

7. Insurance Requirements

Supplier shall maintain at minimum the insurance coverage stated on the listing (general liability, property and equipment coverage, as applicable) for the duration of this Agreement, and shall provide a certificate of insurance on request. Failure to maintain declared insurance is a material breach of this Agreement.

8. Dispute Resolution

The parties shall resolve any dispute in three stages:

• Step 1 — Direct negotiation (14 days). The parties shall negotiate in good faith for at least fourteen (14) days from written notice of the dispute.
• Step 2 — Platform mediation. If unresolved, either party may submit the dispute through the Trillion mediation workflow. Trillion will administer mediation but is not a decision-maker. Mediation typically completes within thirty (30) days.
• Step 3 — Binding arbitration. Any dispute not resolved by mediation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party retains the right to bring qualifying claims in small-claims court.

9. Limitation of Liability

Save for liability which cannot lawfully be excluded (including fraud, wilful misconduct, gross negligence and death or personal injury caused by negligence), each party's total aggregate liability to the other arising out of or in connection with this Agreement shall not exceed the total fees paid or payable under this Agreement. Neither party shall be liable for indirect, special, incidental, consequential or punitive damages, including loss of profits, revenue, business, goodwill or data.

10. Indemnification

Each party shall indemnify, defend and hold harmless the other party (and Trillion as an intended third-party beneficiary) against third-party claims arising from its breach of this Agreement, its negligence or wilful misconduct, or its violation of applicable law, subject to the limitations in §9.

11. Confidentiality & Intellectual Property

Each party shall treat as confidential all non-public information received from the other party in connection with this Agreement and shall not disclose it to any third party without consent, except as required by law. This obligation survives for three (3) years after termination. Each party retains ownership of its pre-existing intellectual property; intellectual property created specifically for Buyer in performance of this Agreement vests in Buyer upon full payment.

12. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, labour action or utility failure. The affected party shall give prompt notice and resume performance as soon as practicable.

13. Data Protection

Each party shall comply with all applicable data protection and privacy laws in respect of any personal data processed in connection with this Agreement, including the California Consumer Privacy Act / CPRA where applicable, the UK and EU GDPR for cross-border buyers, and any industry-specific data regulations relevant to the Deliverables.

14. Termination

Either party may terminate this Agreement: (a) for material breach by the other not remedied within fourteen (14) days of written notice; or (b) if the other becomes insolvent or subject to bankruptcy proceedings. Termination does not affect accrued rights, including Trillion's right to the Platform Fee on any prior or in-window transaction (§4).

Commercial Terms (filled per booking)

The following sections are populated from the confirmed booking and are negotiated by the parties before signature: Deliverables; Milestones; Payment Schedule; Performance Metrics; Acceptance Criteria; Special Terms; and Platform Fee (a flat 5% of total contract value, shown on the contract before signature).