Developer License Agreement

1. THE PLATFORM

1.1 The Ward

The Ward is a platform for creating and operating digital places corresponding to real neighborhoods and communities.

A Ward may combine geographic representation, local information, businesses and institutions, civic communication, events, resident functions, commerce, fulfillment, and other locally configured capabilities in a common digital environment.

The Platform is designed to be reused from place to place. The underlying machinery remains The Ward’s; the neighborhood represented by each Ward, its local information, participants, configuration, and character change from place to place.

1.2 Platform Components

The “Platform” includes the software, systems, interfaces, authoring environments, presentation systems, data structures, design systems, documentation, processes, and related technology used to create and operate The Ward.

Platform components may include, without limitation:

• geographic and environmental representation;
• Places and associated local information;
• Society Pages;
• Bulletin Board;
• events and announcements;
• standing and local roles, including Townies, Residents, Guardians, Keyholders, and Couriers;
• neighborhood authoring and publishing systems;
• Cartograph, Survey, Section, Stage, Preview, Arborist, Meteorologist, Almanac, the Universal Player, and related production systems;
• Cary;
• administrative and Local Host controls;
• APIs, integrations, data pipelines, and supporting infrastructure; and
• future additions, replacements, improvements, and successors to those systems.

1.3 Developer Materials

“Developer Materials” means those portions of the Platform that The Ward expressly makes available to Developer under the applicable Developer Schedule for an authorized development, integration, authoring, provisioning, deployment, or operating purpose.

Developer Materials may differ according to the nature of the authorized relationship and may be provided through APIs, SDKs, interfaces, documentation, development environments, authoring access, runtime access, data access, or other mechanisms designated by The Ward.

The applicable Developer Schedule will identify the Developer Materials made available, the manner of access, and the purposes for which they may be used.

No Platform component, capability, information, documentation, schema, interface, source code, or other material is included in the Developer Materials merely because it is technically accessible, interoperable with an authorized component, or used elsewhere in the Platform.

1.4 Platform Evolution

The Ward may maintain, improve, replace, reorganize, extend, or discontinue Platform or Developer Materials as the Platform develops.

The Ward will use commercially reasonable efforts to avoid changes that materially impair authorized active deployments without reasonable notice, except where a change is reasonably necessary for security, legal compliance, safety, third-party compatibility, or continued operation.

2. THE DEVELOPER LICENSE

2.1 Grant

Subject to this Agreement and the Developer Schedule, The Ward grants Developer a limited, non-exclusive, non-transferable license during the Term to use the designated Developer Materials solely for the Authorized Purpose and within the territory, deployment scope, and other limitations stated in the Developer Schedule.

“Authorized Purpose” means the development, integration, authoring, provisioning, deployment, operation, or support activity expressly identified in the Developer Schedule.

The license may permit Developer, as expressly authorized, to:

• create or configure Wards;
• integrate approved Developer systems with the Platform;
• provision authorized Ward instances;
• develop approved interfaces or services using Platform APIs;
• prepare or maintain local information and geographic content;
• support authorized Local Hosts or Ward operators; and
• deploy or operate authorized Platform components.

No right is granted except as expressly provided by this Agreement and the Developer Schedule.

2.2 A License, Not a Sale

Developer does not purchase or acquire the Platform or Developer Materials.

All right, title, and interest in the Platform, Developer Materials, software, systems, architecture, reusable data structures, authoring environments, design systems, documentation, trademarks, and underlying technology remain with The Ward or its applicable licensors.

2.3 Authorized Deployment

Unlike a Local Host license for a single Ward, this Agreement may authorize Developer to use designated Developer Materials to create or deploy more than one Ward.

The number, geography, territory, category, identity, approval mechanism, or other boundaries of authorized deployments will be stated in the Developer Schedule.

Authorization to deploy multiple Wards does not constitute an unrestricted right to reproduce, distribute, sublicense, white-label, resell, or create derivative versions of the Platform.

2.4 No Implied Platform Rights

Developer receives only the technical and commercial rights necessary for the authorized arrangement.

Nothing in this Agreement grants Developer ownership of, or an unrestricted license to reproduce:

• the Platform as a whole;
• The Ward’s internal production systems;
• proprietary authoring environments not designated as Developer Materials;
• Platform-wide administrative systems;
• source code not expressly provided;
• The Ward’s trademarks or identity except as expressly authorized; or
• technology unrelated to Developer’s authorized deployments.

3. DEVELOPER ROLE AND RESPONSIBILITIES

3.1 Developer Role

Developer is an authorized builder, integrator, provisioner, or operator of designated Wards or Platform capabilities within the scope established by the Developer Schedule.

Developer is not the owner of The Ward or the Platform.

Developer may not represent that its license extends beyond the rights expressly granted under this Agreement.

3.2 Development Standards

Developer will use the Developer Materials in accordance with applicable documentation, security requirements, technical standards, Platform rules, and reasonable compatibility requirements established by The Ward.

Developer will not knowingly introduce malicious code, defeat Platform security, circumvent standing or privacy controls, interfere with Platform integrity, or use Developer Materials in a manner materially inconsistent with their authorized purpose.

3.3 Authorized Personnel

Developer may permit its employees and contractors to access Developer Materials only where reasonably necessary for authorized work and subject to obligations protecting the Platform at least as protective as those applicable to Developer.

Developer remains responsible for their use of Developer Materials.

3.4 Purpose Limitation and No Substitute Platform

Developer may use Developer Materials only for the Authorized Purpose and only in connection with The Ward or Authorized Wards.

Developer may not use Developer Materials, including schemas, documentation, interfaces, data structures, specifications, outputs, or knowledge derived from nonpublic Developer Materials, to design, develop, train, specify, reproduce, or operate a substitute for the Platform or a system whose purpose is to create or operate digital places independently of The Ward.

Developer may develop its own systems and integrations that interact with the Platform as authorized by this Agreement. Such systems do not become prohibited substitutes merely because they perform functions adjacent to, complementary to, or interoperable with the Platform.

This restriction does not prohibit independently developed technology that does not use or derive from The Ward’s confidential information or Developer Materials.

4. WARDS CREATED UNDER THIS AGREEMENT

4.1 Authorized Wards

Each Ward created, configured, provisioned, or deployed through Developer’s exercise of rights under this Agreement is an “Authorized Ward.”

An Authorized Ward remains an implementation of The Ward Platform and does not become Developer’s independent platform merely because Developer participated in its creation, configuration, integration, or operation.

4.2 Ward Identification

Authorized Wards may be identified individually, by approved geography, through a provisioning process, by an agreed deployment class, or by another mechanism stated in the Developer Schedule.

Developer will maintain records reasonably sufficient to identify Authorized Wards created or operated under this Agreement.

4.3 Local Hosts and Operators

An Authorized Ward may be operated by Developer, The Ward, a Local Host, an affiliate, institution, municipality, sponsor, or another approved operator.

Where an entity other than Developer operates an Authorized Ward, the applicable contractual structure must preserve the Platform Commitments and any material Platform-wide obligations required by this Agreement.

4.4 No Unapproved Wards

Developer may not use Developer Materials to create or operate a Ward outside its authorized deployment rights.

Expansion beyond the authorized territory, number, category, or deployment scope requires approval under the Developer Schedule or a written amendment.

5. LOCAL CONTENT AND DATA

5.1 Developer Content

“Developer Content” means original content or data supplied by Developer for authorized development or operation and to which Developer holds sufficient rights.

Developer retains ownership of Developer Content.

Developer grants The Ward a nonexclusive license to store, process, reproduce, adapt as technically necessary, display, distribute, and otherwise use Developer Content as reasonably necessary to provide, maintain, support, preserve, and improve the applicable Authorized Wards and Platform functions.

5.2 Local and Third-Party Content

Authorized Wards may contain information supplied by Local Hosts, businesses, institutions, residents, Guardians, public agencies, licensors, public datasets, or other sources.

Ownership remains subject to the rights of the applicable owner or source.

Neither Developer nor The Ward obtains ownership merely because material is incorporated into an Authorized Ward.

5.3 Ward Models and Poured Outputs

“Ward Model” means the structured digital representation of a place produced through use of Developer Materials, including the assembled geographic, spatial, environmental, structural, relational, or other Platform-specific representation resulting from an authorized pour, build, or comparable authoring process.

Ownership of source materials incorporated into a Ward Model remains with their respective owners. Developer, Local Host, and The Ward do not acquire ownership of underlying public data, third-party data, Developer Content, content supplied by a Local Host, or other source material merely because it is incorporated into a Ward Model.

The Platform-specific structure, organization, transformation, relationships, derived geometry, processing results, and other proprietary expression produced through Developer Materials as part of a Ward Model are Platform Outputs and remain part of the Platform, subject to any use, access, portability, or continuing-operation rights expressly granted in the Developer Schedule.

Developer does not acquire ownership of a Ward Model merely because Developer performed or directed the work that produced it.

Developer-created original content that is separable from the Ward Model remains Developer Content.

5.4 Portability

The parties will support commercially reasonable portability of Developer-controlled and Local Host-controlled local content, subject to third-party rights, privacy requirements, technical limitations, and applicable law.

Portability does not require transfer of proprietary Platform technology, internal schemas, authoring systems, source code, Ward Models, Platform Outputs, or third-party materials that cannot lawfully be redistributed.

6. PLATFORM INTEGRATION

6.1 Developer Systems

Developer may integrate its own systems, services, infrastructure, payment systems, identity systems, applications, or other technology with the Platform where authorized by the Developer Schedule.

Developer retains ownership of its pre-existing technology.

6.2 Integration Does Not Transfer Ownership

An integration does not transfer ownership of Developer technology to The Ward or Platform technology to Developer.

Interfaces, adapters, extensions, or other integration work will be owned or licensed as stated in the Developer Schedule.

6.3 Third-Party Systems

Developer may use approved third-party systems in connection with Authorized Wards.

No particular third-party integration becomes part of the permanent architecture of The Ward merely because it is used in an Authorized Ward or Developer deployment.

7. CARY AND TRANSACTIONAL SYSTEMS

7.1 Cary

Where authorized, Developer Materials may permit integration with or deployment of Cary, The Ward’s system for local commerce, fulfillment, and related transactions.

Cary may support Commerce, Payment, Fulfillment, Delivery, or other transactional capabilities.

7.2 Separation of Functions

Commerce, Payment, Fulfillment, and Delivery are distinct functions and may be provided through different Platform components, Developer systems, participating merchants, financial institutions, point-of-sale providers, Couriers, Local Hosts, or other authorized participants.

7.3 Payment and Merchant of Record

For transactions in which an independent participating merchant sells its own goods or services, the parties intend that the participating merchant remain the merchant or seller of record and that the transactional architecture preserve that relationship to the extent reasonably practicable and permitted by applicable law and payment-system requirements.

Developer will not knowingly use Developer Materials to structure Cary for the purpose of making The Ward, Developer, or a Local Host the merchant or seller of record for goods or services sold by an independent participating merchant.

If a proposed integration or transactional structure would require such a change, the parties will first evaluate a commercially reasonable alternative structure, provider, modification, or discontinuation of the affected feature.

Nothing in this Section determines a legally defined or regulated status where that status is determined by applicable law or actual conduct.

8. LOCAL OPERATION AND MODERATION

8.1 Identified Local Responsibility

Each active Authorized Ward will have an identified party responsible for ordinary local administration and moderation.

That party may be Developer, a Local Host, or another operator approved under this Agreement.

8.2 Local Moderation

The responsible local operator will use reasonable efforts to review reports, address misuse, enforce applicable local and Platform rules, and remove or restrict participant-submitted content or participation where reasonably appropriate.

The Platform is intentionally designed to limit the number and scope of participant publishing surfaces and support accountable local administration.

8.3 Platform Authority

The Ward retains Platform-wide authority concerning security, privacy, intellectual property, unlawful conduct, transactional integrity, safety, technical compatibility, moderation standards, and protection of the Platform.

The Ward may intervene where reasonably necessary to address material harm, unlawful activity, abuse, security compromise, fraud, significant Platform disruption, or material failure of local moderation.

9. PLATFORM COMMITMENTS

9.1 Incorporated Platform Commitments

The “Platform Commitments” are the baseline commitments established in Section 8 of The Ward Platform License Agreement, including its commitments concerning free ordinary participation, local commerce, Courier compensation, gratuities, processing at cost, privacy by design, Local Host economics, and the role of local commercial schedules.

Those Platform Commitments are incorporated into this Agreement by reference as obligations of the Platform and apply to every Authorized Ward created, configured, provisioned, operated, sublicensed, transferred, or otherwise enabled through Developer Materials.

For purposes of applying the Platform Commitments under this Agreement, references in them to a Local Host, Ward Schedule, or other Local Host-license mechanism will be read, where the context requires, to include Developer, an approved operator, the Developer Schedule, or the corresponding mechanism under this Agreement.

The Platform Commitments incorporated into this Agreement are those in effect on the Effective Date together with any later amendment that maintains or strengthens protection of local participants. A later amendment that materially weakens a Platform Commitment does not apply to an active Authorized Ward except as permitted by Section 25.2.

If a provision of this Agreement and an incorporated Platform Commitment address the same subject inconsistently, the provision more protective of local participants will govern to the extent of the inconsistency.

9.2 Developer Is Bound

The Platform Commitments are obligations attached to authorized use and operation of the Platform.

The Ward, Developer, and each authorized operator of an Authorized Ward will exercise their respective rights and perform their respective Platform functions subject to those commitments.

Developer will comply with the Platform Commitments whenever its systems, integrations, Developer Materials, personnel, or services affect a function governed by them, including participation, Commerce, Courier compensation, gratuities, processing charges, privacy, or local economics.

9.3 No Circumvention

Developer may not do indirectly, through Developer systems, integrations, configurations, downstream operators, affiliates, contractors, or third parties, anything that the Platform Commitments prohibit The Ward or an operator from doing directly.

Developer may not use, license, provision, transfer, sublicense, configure, or enable Developer Materials in a manner intended to evade the Platform Commitments.

9.4 Commitments Travel With the Platform

Where Developer is authorized to permit another entity to operate, administer, integrate with, or perform a Platform function for an Authorized Ward, Developer will ensure that the applicable agreement binds that entity to terms sufficient to preserve the Platform Commitments relevant to that activity.

Developer may not characterize an Authorized Ward as independent of The Ward, or transfer its operation to another person, for the purpose of avoiding those commitments.

10. SUBLICENSING AND DOWNSTREAM OPERATION

10.1 No General Sublicense

Developer has no general right to sublicense Developer Materials.

Any right to permit affiliates, Local Hosts, operators, contractors, or other persons to access Developer Materials must be expressly authorized in the Developer Schedule.

10.2 Approved Downstream Rights

Where downstream access is authorized, Developer will grant only the minimum rights reasonably necessary for the approved activity.

No downstream agreement may grant rights broader than Developer itself possesses.

10.3 Required Flow-Down Terms

Every downstream arrangement involving operation of an Authorized Ward will preserve, as applicable:

• The Ward’s ownership of the Platform;
• the Platform Commitments in Section 9;
• Platform-wide security and privacy requirements;
• restrictions on unauthorized reproduction;
• The Ward’s Platform-wide intervention authority; and
• continuity obligations applicable to active Wards.

11. BRAND AND IDENTITY

11.1 The Ward Identity

The Ward name, marks, visual identity, and associated Platform branding remain property of The Ward.

Developer may use Ward branding only as expressly authorized.

11.2 Local and Developer Identity

Authorized Wards may incorporate local identity, Developer attribution, Local Host attribution, sponsor or benefactor recognition, or approved co-branding.

Branding requirements will be established in the Developer Schedule or applicable deployment terms.

11.3 White-Label Arrangements

No white-label or substantially de-branded deployment is authorized unless expressly stated in the Developer Schedule.

Where a white-label arrangement is authorized, the Authorized Ward remains subject to this Agreement and the Platform Commitments regardless of public-facing branding.

12. PRIVACY, SECURITY, AND DATA GOVERNANCE

Developer will comply with the Platform Commitments in Section 9, including the incorporated Privacy by Design commitment, applicable privacy law, Platform privacy requirements, and applicable privacy disclosures.

Developer will maintain reasonable administrative, technical, and organizational safeguards appropriate to its access to Developer Materials and Platform information.

Developer may not circumvent Platform privacy controls, collect Platform information for unrelated purposes, or use access obtained through this Agreement to create participant profiles inconsistent with the Platform Commitments.

The Developer Schedule may establish additional requirements concerning security review, data location, retention, incident response, identity, regulated data, or access control.

13. SUPPORT, HOSTING, AND SERVICE RESPONSIBILITIES

Responsibility for Platform hosting, Developer infrastructure, domains, deployment, technical support, local administration, maintenance, monitoring, backups, incident response, and other operational functions will be stated in the Developer Schedule where material.

Any service levels, support commitments, uptime commitments, escalation procedures, or maintenance windows will be stated there or in an incorporated service schedule.

14. FEES AND COMMERCIAL TERMS

Subject to Section 9, Developer will pay or receive the license, implementation, development, deployment, hosting, support, per-Ward, transactional, revenue-share, minimum-commitment, or other amounts stated in the Developer Schedule.

An arrangement may be enterprise, institutional, sponsored, subsidized, pilot, per-deployment, territory-based, transaction-based, or otherwise structured as agreed.

No commercial structure authorizes conduct prohibited by the Platform Commitments.

15. RECORDS AND COMPLIANCE

Developer will maintain records reasonably sufficient to establish the identity of Authorized Wards, authorized downstream operators, and material commercial configurations deployed under this Agreement.

Upon reasonable notice, The Ward may request information reasonably necessary to confirm compliance with deployment boundaries, Platform Commitments, security requirements, or other material obligations under this Agreement.

Any audit right involving confidential systems, financial records, or participant information will be exercised reasonably and subject to appropriate confidentiality and privacy safeguards.

16. REPRESENTATIONS

Each party represents that:

• it has authority to enter into this Agreement;
• entering into the Agreement does not knowingly violate another binding obligation; and
• it will comply with applicable law in performing its obligations.

Developer additionally represents that it will use Developer Materials only within the authority granted under this Agreement.

17. WARRANTIES AND PLATFORM AVAILABILITY

The Ward will use commercially reasonable efforts to maintain the Platform and provide the Developer Materials and services expressly stated in the Developer Schedule.

Except for express commitments in this Agreement, the Platform and Developer Materials are provided without implied warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and noninfringement.

The Ward does not guarantee uninterrupted operation, uninterrupted third-party services, successful deployment in every geography, participation by particular businesses or residents, transaction volume, revenue, community adoption, or economic result.

18. INTELLECTUAL PROPERTY

18.1 Existing Technology

Each party retains ownership of technology, content, trademarks, documentation, know-how, and other intellectual property owned or developed independently of this Agreement.

18.2 Platform Improvements

Improvements, modifications, extensions, or derivative works of the Platform or Developer Materials created by or for The Ward remain property of The Ward.

Developer-created integrations, adapters, applications, and other technology that merely interoperate with the Platform remain Developer’s property unless otherwise agreed.

Developer-created modifications, extensions, or derivative works of the Platform or Developer Materials themselves will be owned or licensed as expressly stated in the Developer Schedule. Absent such a statement, Developer is not authorized to create such modifications, extensions, or derivative works.

18.3 Feedback

Developer may provide suggestions or feedback concerning the Platform. Unless otherwise agreed in writing, The Ward may use such feedback without restriction or obligation, provided doing so does not disclose Developer’s confidential information.

19. CONFIDENTIALITY

Each party may receive nonpublic business, technical, financial, operational, security, or commercial information from the other.

Each party will use reasonable care to protect such information and use it only for purposes connected with this Agreement.

Developer Materials identified as confidential or not publicly released may constitute The Ward’s confidential information.

Confidential information does not include information that is public through no breach, independently developed without use of confidential information, rightfully received without restriction, or required to be disclosed by law.

20. LIABILITY

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from this Agreement, except to the extent such limitation is prohibited by law or expressly excluded in the Developer Schedule.

Any negotiated limitation on direct liability and exceptions relating to confidentiality, intellectual property, security, privacy, fraud, willful misconduct, indemnification, payment obligations, bodily injury, or other matters may be stated in the Developer Schedule.

Nothing in this Agreement waives liability that cannot lawfully be waived.

21. INDEMNIFICATION

Developer will defend and indemnify The Ward against third-party claims arising from Developer Content, unauthorized Developer conduct, Developer’s violation of law, unauthorized deployments, or Developer’s material breach of this Agreement.

The Ward will defend and indemnify Developer against third-party claims alleging that Developer’s authorized use of Developer Materials supplied by The Ward infringes intellectual property rights, subject to customary exclusions for modifications, unauthorized combinations, third-party content, or continued use after notice of a required modification.

Additional procedures, limitations, and obligations may be stated in the Developer Schedule.

22. TERM, SUSPENSION, AND TERMINATION

22.1 Term

This Agreement begins on the Effective Date and continues for the period stated in the Developer Schedule.

22.2 Termination for Breach

Either party may terminate for material breach that remains uncured after reasonable written notice and opportunity to cure, except where the breach cannot reasonably be cured.

22.3 Immediate Suspension

The Ward may suspend affected Developer access or deployment capabilities where reasonably necessary because of fraud, unlawful activity, security compromise, imminent safety risk, material privacy violation, payment-system requirements, unauthorized deployment, or another circumstance presenting substantial immediate risk.

Where practicable, suspension will be limited to the affected capability or deployment.

22.4 Effect on Development Rights

Upon termination, Developer’s right to create new Wards or make new use of Developer Materials ends except as expressly provided in a transition arrangement.

Developer will cease representing itself as an authorized Developer.

Termination does not transfer ownership of the Platform or Developer Materials to Developer.

22.5 Continuity of Active Wards

Termination of Developer’s development rights will not, by itself, require immediate termination of an otherwise compliant active Authorized Ward.

The parties will use commercially reasonable efforts to provide orderly continuity, transition, migration, relicensing, assumption by The Ward, transfer to an approved Local Host or operator, or other disposition of active Authorized Wards.

The applicable Developer Schedule may establish transition periods, continuing runtime rights, migration assistance, costs, data-transfer procedures, Local Host protections, or other continuity terms.

Developer may not use termination, transfer, or migration to evade the Platform Commitments.

23. ASSIGNMENT AND SUCCESSOR OPERATION

Developer may not assign this Agreement or its Developer rights without The Ward’s written consent, except as expressly permitted in the Developer Schedule.

The Ward may assign this Agreement in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or transfer of the Platform to a successor operator, provided the successor assumes The Ward’s obligations under this Agreement.

Any successor operating the Platform under this Agreement takes the Platform subject to the Platform Commitments in Section 9.

A transfer or assignment may not be used to avoid or extinguish those commitments with respect to an active Authorized Ward during its applicable committed term.

24. RELATIONSHIP OF THE PARTIES

The parties are independent contracting parties.

Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency between The Ward and Developer.

Neither party may bind the other except where expressly authorized in writing.

Terms such as Developer, Local Host, Guardian, Resident, Courier, or Partner describe Platform or commercial roles and do not independently establish another legal relationship.

25. GENERAL TERMS

25.1 Entire Agreement

This Agreement and the Developer Schedule constitute the agreement between the parties concerning Developer’s authorized use of Developer Materials and supersede prior discussions concerning that license.

25.2 Amendments and Platform Commitments

Amendments must be agreed in writing, except that The Ward may make reasonable Platform-wide operational or technical changes as permitted under this Agreement.

No Developer Schedule, deployment agreement, Local Host agreement, sublicense, Platform rule, configuration, incorporated commercial term, or other document subordinate to this Agreement may waive or materially weaken Section 9 or the Platform Commitments incorporated through it.

The Developer-specific obligations in Section 9 may be waived or materially weakened only if The Ward and Developer expressly amend Section 9 in a writing signed by both parties.

An amendment that materially weakens an incorporated Platform Commitment applies only to Authorized Wards created after that amendment takes effect.

The Platform Commitments applicable to an active Authorized Ward may not be materially weakened during its then-current committed term except with the written consent of the Local Host or other approved operator responsible for that Ward.

25.3 Severability

If a provision of this Agreement is unenforceable, the remainder will continue in effect to the extent permitted by law.

25.4 No Waiver

A failure to enforce a provision on one occasion does not waive it.

25.5 Notices

Notices may be delivered through the addresses or electronic contacts identified in the Developer Schedule.

25.6 Governing Law and Disputes

The Developer Schedule will specify governing law, venue, and any agreed dispute-resolution procedure.

25.7 No Third-Party Beneficiaries

Except as expressly provided in a separate agreement between The Ward and a participant, this Agreement is for the benefit of The Ward and Developer and does not create a right of enforcement in any Local Host, Courier, merchant, resident, Guardian, customer, operator, or other third party.

The Platform Commitments nevertheless govern The Ward’s and Developer’s exercise of rights under this Agreement and may not be weakened on the ground that an affected participant is not a party to this Agreement.

DEVELOPER SCHEDULE

Schedule No.: [_____]

This Developer Schedule is incorporated into the Developer License Agreement between The Ward and Developer. It configures Developer’s rights within the boundaries established by the Agreement, including the Platform Commitments in Section 9.

A. Parties

The Ward

[Legal entity / address / contact]

Developer

[Legal entity / address / contact]

Effective Date

[Date]

B. Authorized Development

Authorized Purpose

[_____]

Territory / Geographic Scope

[_____]

Authorized Number or Class of Wards

[_____]

Provisioning / Approval Mechanism

[_____]

Exclusivity, if any

[_____]

C. Term

Initial Term

[_____]

Renewal

[_____]

D. Developer Materials

APIs

[_____]

SDKs / Libraries

[_____]

Schemas / Data Interfaces

[_____]

Runtime Components

[_____]

Authoring Components

[_____]

Provisioning Interfaces

[_____]

Documentation / Development Environments

[_____]

Excluded Platform Components

[_____]

E. Deployment Architecture

Hosting

[_____]

Domains

[_____]

Ward Provisioning

[_____]

Local Host / Operator Structure

[_____]

Developer Systems / Integrations

[_____]

Identity / Standing Architecture

[_____]

Data Responsibilities

[_____]

F. Cary and Commerce

Cary

[Active / Not Active / Authorized per Ward]

Commerce

[_____]

Payment

[_____]

Merchant-of-Record Structure

[Participating merchant / other expressly approved structure]

Fulfillment

[_____]

Delivery

[_____]

Point-of-Sale Integration

[_____]

G. Cary Economics

Merchant Transaction Fee

[_____]

Customer / Commerce Fees

[_____]

Fulfillment or Delivery Fee

[_____]

Courier Allocation (minimum, under the Platform Commitments)

[_____]

Tips

[100% to designated Courier]

Developer Allocation

[_____]

Local Host Allocation

[_____]

The Ward Allocation

[_____]

Payment / POS / Third-Party Costs

[_____]

Processing Charge Treatment

[At cost / subsidized / absorbed / other treatment consistent with the Platform Commitments]

Refund / Chargeback Allocation

[_____]

H. Developer Economics

License Fee

[_____]

Implementation / Integration Fee

[_____]

Per-Ward Fee

[_____]

Hosting / Runtime Fee

[_____]

Support Fee

[_____]

Revenue Share

[_____]

Minimum Commitment

[_____]

Pilot / Sponsorship / Subsidy Terms

[_____]

I. Downstream Rights

Authorized Affiliates

[_____]

Authorized Local Hosts / Operators

[_____]

Sublicensing Rights

[None except as stated here]

Required Operator Agreement

[_____]

Flow-Down Requirements

[_____]

J. Responsibilities

The Ward provides

[_____]

Developer provides

[_____]

Local Host / local operator provides

[_____]

Local moderation responsibility

[_____]

Shared responsibilities

[_____]

K. Brand and Presentation

The Ward Attribution

[_____]

Developer Attribution

[_____]

Local Ward Identity

[_____]

White-Label Rights, if any

[_____]

Sponsor / Benefactor Attribution

[_____]

L. Security and Service

Security Requirements

[_____]

Privacy / Data Requirements

[_____]

Service Levels

[_____]

Support / Escalation

[_____]

Incident Response

[_____]

M. Continuity and Exit

Active Ward Runtime Rights after Termination

[_____]

Transition Period

[_____]

Migration / Assumption by The Ward

[_____]

Local Host / Operator Transition

[_____]

Data Portability

[_____]

Transition Assistance / Costs

[_____]

N. Special Terms

[Local regulatory requirements, deployment conditions, insurance requirements, integrations, exclusivity, service commitments, development obligations, or negotiated variations consistent with the Platform Commitments.]

O. Governing Law and Disputes

Governing Law

[_____]

Venue / Dispute Procedure

[_____]

SIGNATURES

THE WARD

By ______________________ · Name ______________________ · Title ______________________ · Date ______________________

DEVELOPER

By ______________________ · Name ______________________ · Title ______________________ · Date ______________________