Promotion Service Framework Agreement

The Promotion Service Framework Agreement (hereinafter referred to as this "Framework Agreement") shall constitute a legally binding electronic agreement between the Service Recipient (hereinafter referred to as "Party A") and allymatic LLC(hereinafter referred to as "Party B") to regulate the rights and obligations of both parties (hereinafter referred to as "the Parties"). Provided that, Party A places an order for services on the website or App designated by Party B, this Framework Agreement shall become effective immediately. If there are any outstanding agreements between Party A and Party B that have not been fulfilled, upon the execution of this contract, both parties agree that this contract will supersede and replace the previous one, rendering it null and void. Please note that the articles in this Framework Agreement which are of vital importance to the rights and interests of Party A have been distinguished by bold font. Please refer to the articles carefully.

Party A seeks to enhance the visibility and commercial impact of its products, services, or content through diversified digital marketing channels and intelligent campaign execution.

Party B is a technology company specializing in influencer marketing, affiliate marketing, cold outreach automation, and AI-powered creative support tools. Party B operates a platform that enables advertisers to subscribe to or pay for flexible, multi-channel marketing services tailored to their goals.

Party B provides, among other services, (i) an influencer marketing platform that matches brands with creators, (ii) an affiliate marketing platform that identifies and manages partnership-based collaborators, (iii) a cold email tool that automates and tracks outreach campaigns, and (iv) a standalone AI Agent feature offering content generation, idea development, and strategic insights.

Both Parties wish to establish a cooperative relationship in which Party A may place service orders on the website or App designated by Party B, and Party B or a third party designated by Party B shall provide the corresponding services in accordance with the selected modules.

NOW, THEREFORE, the Parties hereby enter into this Agreement with the following terms and conditions.

ARTICLE 1 – DEFINITIONS

1.1 Party A’s Products: refers to the products, services, or content which Party A owns independent and complete legal rights (including but not limited to ownership and related intellectual property rights) or that Party A has legal authorization to entrust Party B to promote.

1.2 Promotion Platform: refers to Party B's own or third-party platforms or channels that cooperate with Influencer, through which Influencer may post or launch the Creative Content.

1.3 Creative Content: refers to videos, audios, texts, or images created by Influencer for promoting the products specified in this Framework Agreement, including but not limited to scripts, drafts, process drafts, and final versions.

1.4 Campaign Report: refers to report provided by Party B regarding the predicted data generated by Party B based on the Campaign Information, and the actual data from the influencers' real promotions. The reporting content and period is subject to the platform mechanism.

1.5 Publication: refers to Influencer publishing the Creative Content on the designated Promotion Platform through its own SNS Platform Account.

1.6 SNS Platform Account: Social Network Service Platform Account, specifically referring to internet application service platforms aimed at helping people build social networks, including but not limited to Facebook, TikTok, Instagram, Twitter, YouTube, LinkedIn, etc.

1.7 Promotion Materials: refers to materials necessary for production of creative content provided by Party A to Party B (including brand, logo, sign, sample of products, characters, pictures, technology, software, product descriptions and other related materials, documents and information).

1.8 Campaign: refers to the specific activities concerning creation of Creative Content and Publication by Influencer invited by Party B based on Party A’s needs.

1.9 Party A's Account: refers to the exclusive account created by Party A on Party B's Platform or the Third Party Payment Platform designated by Party B for the purpose of using the services provided by Party B, through which Party A can view the recharge amount, budget, and balance.

1.10 Stripe Platform/ Stripe: refers to Stripe, Inc. and its website or APP, which is the third party payment platform designated by Party B. Party A agrees that Party B reserves the right to change the third party payment platform at any time.

1.11 AI Agent: refers to an AI-powered feature developed by Party B that provides automated assistance to Party A, including content generation, idea brainstorming, and competitor or market insights, which may be subscribed to independently or used in conjunction with other services.

1.12 Positive Response: refers to any written reply received through cold outreach efforts conducted by Party B on behalf of Party A that indicates interest, confirmation of collaboration, or intent to further discuss partnership opportunities.

1.13 Affiliate Partner: refers to a creator, influencer, or media entity matched by Party B under the affiliate marketing program who agrees to promote Party A’s products or services and generate trackable results subject to fixed or commission-based fees.

ARTICLE 2 – COOPERATION CONTENT

Party A may select and subscribe to one or more of the following service modules provided by Party B through the website or App designated by Party B:

Influencer Marketing Platform

Affiliate Marketing Platform

Cold Email Outreach Tool

AI Agent

The Parties may cooperate on multiple occasions under this Framework Agreement. The scope and content of each service shall be subject to the specific order placed by Party A and the corresponding service terms displayed on Party B’s platform at the time of order.

ARTICLE 3 – COOPERATION PERIOD

In principle, the cooperation period shall be long-term, effective from the Effective Date of this Framework Agreement.

ARTICLE 4 – COOPERATION REQUIREMENTS

4.1 During the term of this Framework Agreement, the Parties may communicate and coordinate via email or other written means regarding service selection, campaign scope, deliverables, scheduling, and other relevant operational matters. The final specifications and rules published on Party B’s platform for each module shall prevail.

If there is any change to either Party’s contact information, it must notify the other Party in writing at least three (3) business days in advance.

4.2 Party A shall confirm each selected service and its corresponding configuration (such as modules, timeframes, target markets, and budget) on the website or App designated by Party B. Party B shall render the subscribed service accordingly. Any matters not explicitly covered in the selected module shall be governed by this Framework Agreement.

4.3 The service configuration and descriptions displayed on Party B’s website or App for each selected module shall constitute an integral part of this Agreement and shall have the same binding force.

ARTICLE 5 – SUBSCRIPTION FEE, SERVICE FEES AND PAYMENT METHODS

Party A may access and utilize one or more of the following services offered by Party B under the allymatic product suite:

(i) Influencer Marketing Platform (ii) Affiliate Marketing Platform (iii) Cold Email Outreach Tool (iv) AI Agent

Party A shall pay Party B the corresponding subscription fees and service charges based on the services selected, as outlined below.

5.1 Influencer Marketing Platform

Party A shall pay a monthly platform fee determined based on the campaign budget and selected campaign criteria, as displayed on Party B’s platform. This fee includes access to campaign planning, influencer discovery, automated outreach, and data reporting functionalities. The final amount charged shall be subject to the amount displayed on the product interface.

This platform fee is charged on a recurring basis and may be cancelled by Party A at any time, with cancellation taking effect at the start of the next billing cycle.

5.2 Affiliate Marketing Platform

Under the affiliate marketing module:

• Party A shall pay a fixed fee for each affiliate partner successfully matched by Party B.

• In addition, Party B shall charge a commission based on the actual sales revenue generated by these affiliates.

• The commission rates and per-affiliate matching fee shall be displayed on Party B’s platform.

5.3 Cold Email Outreach Tool

Party A shall be charged based on the number of verified positive responses obtained through the cold email campaigns managed by Party B.

"Positive responses" shall include but are not limited to replies expressing intent to collaborate, interest in further discussion, or confirmation of engagement.

The service fee for each valid lead with intent to cooperate shall be subject to the pricing displayed on Party B’s platform at the time of use.

5.4 AI Agent (Standalone Product)

Party A may subscribe to the AI Agent independently of other services.

This feature provides intelligent support including content generation, idea brainstorming, and competitor and market insights.

Subscription options may include monthly or usage-based models, with pricing clearly displayed on the platform.

Party A may subscribe, upgrade, downgrade, or cancel AI Agent services at any time, and changes will take effect in the next billing cycle unless otherwise agreed.

5.5 Payment Methods

To accommodate various preferences, Party B provides the following payment options:

• Wallet Recharge: Party A may pre-fund its account via the "Add Funds" feature, and use the wallet balance to pay for any selected services.

• Direct Card Payment: Party A may bind a valid payment card to process charges directly.

• Combined Mode: Party A may choose to use both the wallet balance and bound payment card. The specific rules for combined payment shall be subject to the platform display at the time of use.

All receipts will be issued via the third-party payment processor (e.g., Stripe) used by Party B.

5.6 Failed Payments and Service Suspension

In case of failed transactions, Party B reserves the right to suspend relevant services. If no valid payment method is updated within the grace period displayed on the platform, affected campaigns or services may be terminated.

5.7 Bonus Credits

If Party A receives any bonus credits from Party B’s promotional mechanisms, such credits may be used to offset service fees but are non-withdrawable and non-transferable.

5.8 Taxes

All fees and charges are exclusive of applicable taxes (including VAT, GST, sales tax, or similar levies). Each party shall bear its own tax obligations as determined by relevant laws.

5.9 Balance Withdrawal

Party A may request to withdraw any unused wallet balance, subject to third-party payment platform terms. Refund-related transaction fees or other contingent costs may apply. The specific fee rules shall be subject to the information displayed on the product interface.

ARTICLE 6 – PARTY A’S RIGHTS AND OBLIGATIONS

6.1 Party A shall have the right to place service orders on the platform operated by Party B for services including influencer marketing, affiliate marketing, cold outreach, or AI Agent, based on Party A’s own business needs. Party A must ensure that it holds legal ownership of, or sufficient rights to promote, any products, services, or content submitted through the platform.

6.2 Party A shall be responsible for paying all service fees and subscription fees associated with the selected services, in accordance with Article 5 and the pricing displayed on Party B’s platform at the time of order. Applicable transaction fees, processing fees, or platform charges shall be governed by the rules published on the platform.

6.3 Party A shall upload or provide all necessary promotional materials and ensure that such materials are lawful, accurate, and compliant with all applicable regulations, ethical standards, and platform-specific policies. Party A warrants that the use of such materials will not infringe upon the rights of any third party, including but not limited to intellectual property rights, privacy rights, publicity rights, or contractual rights.

6.4 Party A shall ensure that any digital files or assets submitted do not contain malicious code, hidden redirects, embedded charges, or any other harmful mechanisms. If such issues are detected by the platform or reported by relevant service channels, Party B has the right to immediately suspend service and notify Party A. If any legal or financial liabilities arise due to such violations, Party A shall indemnify Party B in full.

6.5 Party A shall not modify campaign configuration or promotional materials once the order has been confirmed and service is in progress, unless it receives written consent from Party B or modifies the configuration within the operational interface where such changes are allowed.

6.6 Party A shall ensure the accuracy of billing and contact information and shall promptly update the platform with any relevant changes. Party A is solely responsible for ensuring sufficient balance or valid payment methods are available to fulfill service payment obligations.

ARTICLE 7 – PARTY B’S RIGHTS AND OBLIGATIONS

7.1 Party B shall provide services in accordance with the specific modules and configuration selected by Party A via Party B’s platform, including but not limited to influencer marketing, affiliate matching, cold outreach, or AI Agent.

7.2 Party B shall ensure the lawful execution of all selected services. If any Creative Content generated or delivered under this Agreement violates applicable laws or infringes third-party rights due to Party B’s willful misconduct or gross negligence, Party B shall bear the corresponding legal responsibility and compensate Party A for any losses. Party A shall also have the right to terminate this Agreement.

7.3 If the platform requires temporary suspension for system maintenance, upgrade, or related UI/UX adjustments, Party B shall inform Party A promptly after receiving notification from the platform provider. Party B shall minimize disruption and actively coordinate alternative plans where feasible. Unless otherwise agreed, services shall resume immediately after completion of the maintenance.

7.4 During the term of this Agreement, and solely for performance under this Agreement, Party B shall have the right to use all or part of the promotional materials provided by Party A. Party B may sublicense such materials only to relevant influencers or affiliated platform operators for use in campaign delivery. Party B shall not sublicense such materials to unrelated third parties.

7.5 Party B will utilize platform algorithms and operational workflows to match and manage influencers based on Party A’s configuration criteria. Party A may submit a blacklist. Campaign delivery, coordination, and result reporting shall be managed solely by Party B. Party A may not demand changes to platform infrastructure or system logic.

7.6 Party B shall have the right to use Party A’s brand name, logo, product information, or other authorized materials only for promotional purposes directly related to the services provided under this Agreement.

7.7 The intellectual property rights and associated interests in the Creative Content produced by influencers under this Agreement shall be jointly owned by both Parties. Party A shall have the right to reuse, repost, or distribute such content through other channels. If Party A modifies, edits, or creates derivative works based on such content, Party B shall not be liable for the legality or consequences of such modifications.

ARTICLE 8 – CONFIDENTIALITY OBLIGATION

8.1 The content of this Agreement, as well as all information known to the other party, including but not limited to personnel, finance, partners, etc. during the signing and performance of this agreement, is confidential information. Unless otherwise agreed, the receiving party shall use the Confidential Information only for the purpose of this Agreement, and shall not use, disclose, copy or replicate all or part of the Confidential Information for purposes other than the performance of the Services in this Agreement. The confidentiality period starts from the effective date of this Agreement and ends on the date when the Confidential Information becomes public information (that is, disclosed to or becomes known to the public). The confidentiality obligation shall not be terminated by the suspension, termination or discharge of this Agreement.

However, if Party A places an order for products that do not belong to its own company or for which it has no legal authorization or agency rights, resulting in the order being invalid or infringing the rights of the legitimate brand owner, Party B shall have the right to disclose relevant information of Party A to the true brand owner and related parties. Party B also reserves the right to pursue legal action and claim compensation for any losses caused.

8.2 The confidentiality obligations under this Agreement do not apply to any information which:

a) is lawfully in possession of the Receiving Party prior to receipt from the Disclosing Party;

b) is or becomes publicly known, other than as a consequence of a breach of this Agreement;

c) is received from a third party without breach of any other relevant confidentiality obligation binding on such third party;

d) is disclosed with the consent of the Disclosing Party.

8.3 If either party violates the provisions of this Clause and causes the other party to suffer losses, it shall pay corresponding compensation to the other party.

ARTICLE 9 – LIABILITY FOR BREACH

9.1 In the event of a breach of this Framework Agreement, without prejudice to the rights of the non-defaulting Party set forth in other provisions of this Framework Agreement, the defaulting Party shall be liable to compensate the non-defaulting Party for any losses, damages, costs, expenses (including but not limited to reasonable attorney’s fees), liabilities or claims that the non-defaulting Party may suffer as a result of such breach.

9.2 In particular, if the promotion materials provided by Party A violate the laws, regulations, standards of public ethics of the promotion area, infringe any legitimate rights and interests of any third party, or consist of false materials:

a) Party B has the right to notify the Influencer at any time to modify, delete or stop the published creative content. Party B also has the right to report relevant information to Promotion Platform and regulatory authorities, and to take all reasonable measures to eliminate or reduce adverse effects caused therefrom.

b) Party B has the right to terminate the cooperation with Party A. Any subscription fee or service fee will be forfeited.

c) Party A shall bear full liability for all losses and damages caused to Party B by such breaches, including Party A’s direct losses and any other liabilities arising from claims by Influencers or other third parties, which include but are not limited to direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or any other liabilities.

ARTICLE 10 – DISSOLUTION AND TERMINATION OF THE FRAMEWORK AGREEMENT

10.1 This Framework Agreement may be altered or terminated in advance by consensus between Party A and Party B.

10.2 If all or part of this Framework Agreement cannot be implemented due to force majeure or relevant laws, regulations, and policies, the Parties may terminate this Framework Agreement by mutual agreement.

10.3 Unless otherwise stipulated by this Framework Agreement, in case of any of the following circumstances, the non-breaching party shall have the right to terminate this Framework Agreement immediately:

a) The breaching party violates relevant laws or regulations and causes material damage to the lawful rights and interests of the other party; or

b) The breaching party fails to make correction or adjustment as required by the non-breaching party.

10.4 The termination or dissolution of this Framework Agreement shall not affect the breaching party's liability for breach of contract.

ARTICLE 11 – APPLICATION OF LAW AND DISPUTE RESOLUTION

11.1 The formation, entry into force, performance, interpretation and dispute resolution of this Agreement shall be governed by the laws of the United States.

11.2 Any dispute arising from this Framework Agreement shall be settled by the Parties through friendly negotiation. If the dispute cannot be settled through negotiation, either party shall have the right to file a lawsuit to the court of the place where Party B is located. The reasonable expenses such as attorney fees and travel expenses incurred by either party shall be borne by the losing party.

ARTICLE 12 – MISCELLANEOUS

For any matters not covered in this Agreement, Party A and Party B shall sign a separate supplementary agreement to determine such matters. In case of inconsistency between the supplementary agreement and this Agreement, the supplementary agreement shall prevail. The invalidity or pending effect of some provisions of this Agreement shall not affect the implementation of other provisions.