NEW////COMMON Brand Terms of Service

1. Definitions

• App means the New Common app for Shopify.
• Brand Panel means New Common's online dashboard for approved brands.
• Platform means new-common.com and the related New Common services where shoppers discover brands and products.
• Service means the App, the Brand Panel and the listing of your products on the Platform, together.
• Store means your Shopify store connected to the App.
• Brand Content means your brand name, logos, product information, images, descriptions, prices and any other material from your Store or that you provide to us.
• Referred Order means an order placed on your Store that New Common's reporting attributes to the Platform.
• Shopper means a person who visits the Platform or buys from you.

2. The Service

2.1 New Common is a curated discovery platform for independent fashion brands. The Service lists your products on the Platform and sends interested Shoppers to your own Store to buy.

2.2 You are the seller. Shoppers complete their purchases through your own Shopify checkout. You are responsible for the sale, payment, taxes, shipping, delivery, returns, refunds, cancellations, and customer service. New Common is not a party to any sale between you and a Shopper.

2.3 The App and the Brand Panel show you which sales New Common referred to you. We access your catalog and the order and visit information described in the DPA; you see your own reports in the Brand Panel; we do not give you shoppers' personal data or share your data with other brands.

2.4 We may improve, change or discontinue parts of the Service. If a change materially reduces what the Service does for you, we will tell you in advance where we reasonably can.

3. Application and Approval

3.1 New Common is curated. After you install the App, you complete a brand application. Our team reviews it and decides at its sole discretion whether to approve your brand. We are not required to give reasons for a decision.

3.2 Your products appear on the Platform only after we approve your brand. We may decide which of your products to feature, how to present them and where they appear, including in editorial features and collections. We order and feature products by editorial judgment, mainly on fit with our curation and Movements, the quality and completeness of product information and images, and availability, because these decide what shoppers find useful.

3.3 The information in your application must be accurate and complete, and you must keep it up to date.

4. Shopify

4.1 The App runs on Shopify. Your use of Shopify is governed by your own agreement with Shopify. Shopify is not a party to these Terms.

4.2 When you install the App, Shopify shows you the permissions the App asks for. We use them only as described in these Terms.

4.3 If Shopify changes or limits what apps can do, parts of the Service may change or stop working. New Common is not responsible for such changes.

4.4 New Common, not Shopify, is solely responsible for the App, its support, your use of it and the data from your Store that it stores. Shopify is not liable for any fault in the App or any harm from installing or using it, and does not support it.

5. Your Responsibilities

5.1 You have the right to sell the products you list, and they are genuine, lawful, safe and accurately described.

5.2 Your prices, stock levels and product information in your Store are accurate. The Platform displays what your Store provides.

5.3 You comply with all laws that apply to your business, including consumer protection, product safety, tax, advertising and data protection laws.

5.4 Your Store has an accurate privacy policy and cookie notice, tells Shoppers that you work with partners such as New Common, and, where the law requires it, asks for Shoppers' consent using Shopify's consent tools.

5.5 You will not:

• list counterfeit, prohibited, dangerous or illegal products;
• interfere with, reverse engineer or misuse the App, the Brand Panel or the Platform;
• attempt to manipulate or reverse engineer our reporting; or
• use the Service in a way that breaches these Terms or Shopify's terms.

5.6 You will keep your Brand Panel login details secure. You are responsible for activity under your account.

6. Your Content

6.1 You own your Brand Content.

6.2 You grant New Common a worldwide, non-exclusive, royalty-free license to use, copy, display, resize, crop, translate and adapt your Brand Content to operate and promote the Service. This includes the Platform, editorial articles, newsletters, social media and New Common marketing. The license lasts while you use the Service and afterward until your products are removed from the Platform under section 12.4.

6.3 You confirm that you have the rights to grant this license and that your Brand Content does not infringe anyone else's rights.

6.4 We may adapt how your Brand Content is presented, for example by writing editorial descriptions or grouping products, but we will not misrepresent your products.

7. New Common's Intellectual Property

7.1 The App, the Brand Panel, the Platform, the NEW////COMMON name and brand, and all editorial content we create belong to New Common or its licensors.

7.2 We grant you a limited, non-exclusive, non-transferable right to use the App and the Brand Panel for your business while these Terms are in force.

7.3 If you send us feedback or suggestions, we may use them freely.

8. Fees

8.1 The Service is currently free for brands.

8.2 If we introduce fees in the future, we will tell you the fees and how they are calculated at least 30 days before they apply, and they will apply only if you accept them. Any charges for the App will be billed through Shopify's billing system.

8.3 We keep a record of Referred Orders so that any fees and statements are calculated accurately.

9. Reports

9.1 We determine Referred Orders using our own methods, which are confidential and which we may change.

9.2 Results depend on factors outside our control, including Shopify and Shoppers' choices, so some sales may not be counted. Our reports are a good-faith record and, unless shown to be wrong, are the basis for any fees.

10. Data Protection and Privacy

10.1 How we handle your customers' personal data is set out in Schedule 1, the Data Processing Agreement (the “DPA”), which forms part of these Terms.

10.2 How we handle Shoppers' data on the Platform is set out in our Privacy Policy at new-common.com/privacy. How we handle data about you and your team is set out in our Brand Privacy Policy at new-common.com/brand-policy.

11. Confidentiality

Each party will keep the other's non-public business information confidential, including your sales figures and our reporting data, methods and technology. Each party will use that information only for the Service, unless disclosure is required by law.

12. Suspension and Termination

12.1 You may stop using the Service at any time by uninstalling the App from your Shopify admin. You may also ask us to remove your listing by emailing naman@newcommon.com.

12.2 We may suspend your listing or terminate these Terms if:

• you breach these Terms or Shopify's terms;
• your products or Brand Content create legal, safety or reputational risk;
• we are required to by law or by Shopify; or
• we stop providing the Service.

We will tell you our reasons by email, before or when the suspension or termination takes effect, and where reasonable give you an opportunity to remedy the issue.

12.3 We may also terminate these Terms on 30 days' notice, with our reasons.

12.4 On termination:

• your products come off the Platform;
• your access to the Brand Panel ends;
• we will handle your data as described in the DPA; and
• sections 6.3, 7, 11, 13, 14, 15 and 18, and the DPA for as long as we hold your data, continue to apply.

13. Disclaimers

13.1 The Service is provided “as is” and “as available”. We do not guarantee that it will be uninterrupted or error-free, or that it will produce any particular level of traffic or sales.

13.2 To the extent permitted by law, we exclude all warranties not expressly set out in these Terms.

14. Limitation of Liability

14.1 Nothing in these Terms limits liability for fraud or any liability that cannot be limited by law.

14.2 Neither party is liable for indirect or consequential loss, or for loss of profits, revenue, business or goodwill.

14.3 New Common's total liability under these Terms, including the DPA, in any 12-month period is limited to the greater of the fees you paid to New Common in that period and USD 5,000.

15. Indemnity

You will indemnify New Common against claims, losses and costs, including reasonable legal costs, arising from:

• your products, including their sale, safety, delivery and returns;
• your Brand Content infringing anyone's rights;
• your Store not giving Shoppers the notices, or not obtaining the consents, that the law requires; or
• your breach of these Terms or applicable law.

16. Changes to These Terms

We may update these Terms. If we change these Terms, we will update the effective date and version above and notify you in the App, in the Brand Panel or by email at least 15 days before the change takes effect. If you continue to use the Service after that date, you accept the updated Terms. Changes to the DPA apply to you only once you accept them. If you do not agree, you may uninstall the App.

17. Notices

We will send notices to the contact email you provided during onboarding, or display them in the App or Brand Panel. You may send notices to naman@newcommon.com.

18. General

18.1 Governing law and courts. These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of the Dubai International Financial Center (DIFC), United Arab Emirates. The parties expressly agree in writing that the courts of the DIFC have exclusive jurisdiction to hear and determine any such dispute or claim.

18.2 Assignment. You may not transfer these Terms without our written consent. We may transfer them to a company that takes over the Service.

18.3 Entire agreement. These Terms, including the DPA, and any written fee terms you accept form the entire agreement between us about the Service.

18.4 Severability. If any part of these Terms is unenforceable, the rest remains in effect.

18.5 No waiver. A failure to enforce a right is not a waiver of it.

18.6 Relationship. Nothing in these Terms creates a partnership, joint venture or employment relationship.

18.7 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.

19. Contact

Nine One Edition General Trading - FZCO, trading as NEW////COMMON
IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates
License no. 87746, Dubai Integrated Economic Zones Authority
Email: naman@newcommon.com

Schedule 1: Data Processing Agreement

This Schedule (the “DPA”) forms part of these Terms, and capitalized words have the meaning given in them. If it conflicts with the Terms on data protection, this DPA prevails.

1. Roles

1.1 For your customers' personal data we receive through the App, you are the controller, and we are your processor (under India's DPDP Act, you are the Data Fiduciary and we are your Data Processor).

1.2 We are an independent controller for Shoppers using the Platform (our Privacy Policy), for your team's details (our Brand Privacy Policy), and for our records of Referred Orders, which we keep for our own accounting and to establish or defend claims.

2. Scope

2.1 Subject and purpose: providing the Service, namely listing your products and identifying and reporting Referred Orders.

2.2 Data subjects and data: your Shoppers; visit and order information, without names, contact details or addresses, which we remove before storage.

2.3 Duration: while the App is installed, and afterward only as section 6 says.

3. Our commitments

As your processor, we will:

• (a) process the data only on your documented instructions (these Terms and your App settings), and tell you if we believe an instruction breaks the law;
• (b) ensure everyone who handles it is bound by confidentiality;
• (c) keep appropriate technical and organizational security measures, including encryption in transit and at rest, access controls and logging;
• (d) reasonably help you respond to Shoppers' requests, meet your security, breach-notice and impact-assessment duties, and deal with regulators;
• (e) use, keep and disclose the data only for the purposes in section 2.1, not combine it with other data except as the Service requires, not sell or share it, use it for advertising, or use it to train AI models, and tell you if we can no longer meet this DPA, after which you may, on notice, take reasonable steps to stop and remediate unauthorized use;
• (f) on request, give you the information needed to show we meet this DPA, and allow an audit where the law requires it (at your cost, on 30 days' notice, at most once a year); and
• (g) comply with the data protection laws that apply to us as your processor, including the CCPA as your service provider, give the data the same level of protection they require of you, and let you take reasonable steps to check that we do.

4. Sub-processors

You authorize us to use sub-processors to host, run, maintain and support the Service, on written terms at least as protective as this DPA; we remain responsible for them. A current list is available on request. We will give you 30 days' notice of a new sub-processor; if you object and we cannot resolve it, you may uninstall the App.

5. Security incidents

We will tell you without undue delay, and within 48 hours where we can, after becoming aware of a personal data breach affecting your data, and help you with any notices you must give.

6. Deletion

6.1 When you uninstall, your products come off the Platform, and when Shopify instructs us, 48 hours later, we delete the personal data we process for you, except as required by law. If you ask before uninstalling, we will first return a copy to you.

6.2 We keep our records of Referred Orders for as long as tax law requires (currently up to 7 years), and records needed to establish or defend legal claims until the limitation period ends. These contain no Shopper names or contact details.

6.3 Backups are overwritten in the ordinary course.

7. International transfers

We and our sub-processors may process data outside your country. Where the law requires a safeguard, the EU standard contractual clauses (Commission Implementing Decision (EU) 2021/914, Module 2, with you as exporter and us as importer; Clause 7 not used; Clause 9 option 2 with the notice in section 4; Clauses 17 and 18: Irish law and courts) and the UK International Data Transfer Addendum are incorporated by reference. Annex I is sections 1 and 2, and the parties' details in the Terms, and Annex I.C is the supervisory authority competent for you under Clause 13; Annex II is section 3(c) and our list of security measures, available on request; Annex III is the list in section 4.

8. Contact

For any request under this DPA, email naman@newcommon.com. We respond within 5 business days.