Platform 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.

The availability and configuration of particular capabilities may differ among Wards.

1.3 Platform Evolution

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

Nothing in this Agreement gives Local Host ownership of a particular implementation, interface, workflow, technical architecture, or version of the Platform.

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

2. THE LICENSE

2.1 Grant

Subject to this Agreement and the applicable Ward Schedule, The Ward grants Local Host a limited, non-transferable, non-sublicensable license during the Term to operate the Platform for the Ward and geographic area identified in the Ward Schedule.

The license permits Local Host to administer the Ward, maintain authorized local information, manage local participation, use enabled Platform capabilities, and promote the Ward in connection with the represented community.

2.2 A License, Not a Sale

Local Host does not purchase or acquire the Platform.

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

2.3 Geographic Scope

Each license applies only to the Ward identified in the Ward Schedule.

Local Host may not use the Platform to establish another Ward, reproduce the Platform for another geography, sublicense its operation, or represent that it possesses rights to The Ward outside the licensed Ward.

2.4 Exclusivity

No geographic or commercial exclusivity is granted unless expressly stated in the Ward Schedule.

Any exclusivity that is granted may be subject to performance, term, payment, launch, participation, or other conditions specified there.

3. THE HOST

3.1 Local Host Role

The Local Host is the locally responsible party entrusted with operation of the Ward.

Depending on the Ward, a Local Host may be a neighborhood organization, nonprofit, municipality, district, institution, business, financial institution, property organization, community group, or another entity approved by The Ward.

3.2 Local Authority

Subject to this Agreement, the Ward Schedule, applicable law, and Platform-wide rules necessary for safe and reliable operation, Local Host has primary authority over ordinary local operation of its Ward.

That authority may include:

• maintaining local information;
• approving or administering Places;
• appointing or removing locally authorized administrators;
• establishing local publishing practices;
• activating or limiting configurable capabilities;
• administering participating businesses and institutions;
• managing local announcements and events;
• moderating local participation and user-submitted content;
• establishing locally permitted uses; and
• determining whether a locally optional Platform capability should remain active.

The Ward provides and protects the Platform; Local Host makes the ordinary operating decisions of the place it has been entrusted to run.

3.3 Local Moderation

Each active Ward will have an identified Local Host with responsibility for active local moderation of participant-submitted content and conduct on locally administered Platform surfaces.

Local Host will use reasonable efforts to review reports, address misuse, enforce applicable local and Platform rules, and remove or restrict content or participation where reasonably appropriate.

The Platform is intentionally designed to limit the number and scope of participant publishing surfaces and to support accountable local administration. Local Host’s moderation responsibility does not eliminate The Ward’s authority to intervene under Section 14 where Platform-wide action is reasonably necessary.

Nothing in this Section determines the legal status of Local Host or The Ward under any statute governing third-party or user-generated content. The parties’ rights and protections under applicable law remain determined by that law and the facts of the applicable activity.

3.4 Limits on Local Host Authority

Local Host may not:

• alter, reverse engineer, reproduce, or commercially exploit the Platform except as authorized by this Agreement;
• represent itself as the owner of The Ward or its underlying technology;
• grant Platform rights to another party;
• use the Platform unlawfully or deceptively;
• defeat Platform security or standing controls;
• use a Ward to materially misrepresent the real community it purports to represent; or
• authorize conduct prohibited by Platform-wide safety, privacy, legal, or technical requirements.

4. LOCAL CONTENT AND DATA

4.1 Local Host Content

“Local Host Content” means original content supplied by Local Host for publication or operation of its Ward, including text, photographs, records, notices, local documentation, and other materials to which Local Host holds sufficient rights.

Local Host retains ownership of Local Host Content.

Local Host grants The Ward a nonexclusive license to store, process, reproduce, adapt as technically necessary, display, distribute, and otherwise use Local Host Content for operation, maintenance, presentation, support, archival preservation, and improvement of the applicable Ward.

4.2 Third-Party and Community Content

A Ward may contain information or material supplied by businesses, institutions, residents, Guardians, public agencies, licensors, public datasets, or other sources.

Ownership of such material remains subject to the rights of its respective owner or source.

Neither Local Host nor The Ward obtains ownership merely because material appears within a Ward.

4.3 Platform Data Structures

The organization, schema, technical representation, processing methods, derived system structures, and reusable mechanisms through which local information is incorporated into the Platform remain part of the Platform.

This does not transfer ownership of underlying Local Host or third-party content to The Ward.

4.4 Local Portability

Upon expiration or termination, The Ward will make reasonably exportable Local Host Content and other Local Host-controlled local information available to Local Host in a commercially reasonable format, subject to third-party rights, privacy requirements, technical limitations, and applicable law.

The Ward is not required to transfer Platform software, proprietary schemas, authoring systems, presentation systems, derived Platform technology, or third-party licensed data that cannot lawfully be redistributed.

5. PARTICIPATION AND STANDING

The Platform may recognize different forms of local standing, including Townies, Residents, Guardians, Keyholders, Couriers, and other roles introduced by The Ward.

Standing is a Platform mechanism for determining access or authority. It does not by itself create employment, ownership, tenancy, agency, partnership, membership in Local Host, or another legal relationship.

Local Host may exercise local authority over roles where the Platform permits it but may not redefine Platform standing in a manner that creates unauthorized access or conflicts with Platform-wide requirements.

6. CARY

6.1 Cary Is Part of The Ward

“Cary” is The Ward’s integrated system for local commerce, fulfillment, and related transactions.

Cary connects participating businesses, institutions, residents, customers, Couriers, and other authorized participants through the geographic, informational, and civic infrastructure of a Ward.

Cary is a component of the Platform. Its availability or particular capabilities in a Ward may nevertheless depend on activation, local readiness, participating merchants or institutions, third-party integrations, applicable law, and the Ward Schedule.

6.2 Scope of Cary

Cary may support the discovery, offering, selection, ordering, purchase, payment, reservation, pickup, carriage, delivery, collection, return, transfer, or other fulfillment of goods and services.

Cary is not limited to restaurant food or to delivery.

The same Platform may support transactions involving restaurants, retailers, institutions, neighborhood businesses, residents, locally authorized services, or other categories approved for a particular Ward.

6.3 Commerce

“Commerce” means the transactional functions through which goods or services may be offered, selected, ordered, purchased, reserved, paid for, refunded, exchanged, or otherwise transacted through or in connection with the Platform.

Commerce may use Platform systems or integrate with third-party point-of-sale systems, merchant systems, payment processors, financial institutions, inventory systems, or other transactional infrastructure.

The particular commerce architecture for a Ward will be identified or authorized through the Ward Schedule or subsequent approved configuration.

6.4 Payment and Merchant of Record

“Payment” means the processing, authorization, settlement, routing, refund, chargeback, or other financial handling associated with Commerce.

Payment is a component of a transaction but is not synonymous with Commerce or Cary.

Depending on the Ward and transaction, Payment may be provided by a participating merchant’s existing processor, a point-of-sale provider, a financial institution, The Ward’s designated provider, or another authorized third party.

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

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

If a proposed feature, integration, payment arrangement, or transaction structure would require The Ward or Local Host to assume merchant-of-record or seller-of-record status for such sales, the parties will first seek a commercially reasonable alternative structure, modification, provider, or discontinuation of the affected feature rather than assume that status.

Any deliberate departure from this structure must be expressly identified in the Ward Schedule or a written amendment and evaluated for the resulting legal, tax, payment, operational, insurance, and compliance obligations.

Nothing in this Section determines whether The Ward, Local Host, a participating merchant, or another participant is a bank, money transmitter, payment processor, marketplace facilitator, merchant of record, seller of record, custodian of funds, or other regulated or legally defined person where that status is determined by applicable law or actual conduct.

6.5 Fulfillment

“Fulfillment” means the process by which an order, request, purchase, reservation, transfer, or other transaction is completed after initiation.

Fulfillment may include preparation, confirmation, assignment, pickup, handoff, carriage, delivery, collection, return, customer pickup, or another locally appropriate means of completing a transaction.

Fulfillment does not require Delivery.

6.6 Delivery

“Delivery” is a form of Fulfillment involving physical carriage of goods from one Place or participant to another.

Delivery is therefore a Cary capability but does not define or limit Cary, Commerce, or Fulfillment generally.

A Ward may use Cary for transactions completed by customer pickup, merchant fulfillment, institutional distribution, collection, reservation, or another mechanism that does not involve a Courier.

6.7 Separation of Functions

Cary does not require The Ward, Local Host, or any single third party to provide every component of a transaction.

Commerce, Payment, Fulfillment, and Delivery may be provided through different Platform components, participants, and third-party systems.

Accordingly, a transaction may, for example, originate within The Ward, be entered into a participating merchant’s point-of-sale system, be processed by an independent payment provider, and be fulfilled through Cary.

No particular third-party integration becomes part of the permanent architecture of Cary merely because it is used in one Ward.

7. CARY PARTICIPANTS

7.1 Participating Sellers and Providers

Businesses, institutions, and other approved participants may offer goods or services through Cary.

Each participating seller or provider remains responsible for matters ordinarily within its control, including:

• the legality and accuracy of its offerings;
• prices and product information;
• preparation and availability;
• taxes for which it is legally responsible;
• required licenses and permits;
• product safety;
• merchant-specific customer service; and
• compliance with laws applicable to its business.

Participation in Cary does not transfer ownership of a participating business or its goods to Local Host or The Ward.

7.2 Couriers

Where Delivery or other Courier-based Fulfillment is enabled, Cary may permit eligible individuals (“Couriers”) to accept discrete fulfillment opportunities.

The availability of an opportunity does not require a Courier to accept it.

A Courier who accepts an opportunity assumes the responsibilities applicable to that accepted fulfillment as established by Platform rules, the applicable Ward, and law.

Declining an offered opportunity does not, by itself, constitute a violation of this Agreement or Platform rules.

7.3 Courier Requirements

The Ward or Local Host may establish reasonable requirements concerning age, identity, standing, transportation, service area, safety, regulated goods, insurance, training, or other matters relevant to Courier activity.

Different requirements may apply to different categories of Fulfillment.

7.4 Employment Status

Nothing in this Agreement alone establishes that a Courier is an employee of The Ward, Local Host, or a participating merchant.

The actual legal status of Couriers will be determined by applicable law and the circumstances of the applicable Cary program. No party may rely on this section to override a classification required by law.

8. PLATFORM COMMITMENTS

The provisions of this Section establish baseline commitments of the Platform. A Ward Schedule may specify the amounts, percentages, allocations, subsidies, commercial arrangements, and operating mechanisms by which these commitments are implemented, and may provide terms more favorable to local participants, but may not waive or materially weaken these commitments.

8.1 Participation Stays Free

Ordinary participation in a Ward by residents, local businesses, institutions, and other community participants will not be conditioned upon payment merely for the right to be present, listed, recognized, or ordinarily participate in the Ward.

This commitment does not prohibit:

• payment for goods or services actually purchased;
• transaction or service fees associated with optional Commerce or Fulfillment;
• charges for optional premium or separately commissioned services;
• voluntary sponsorship, contribution, or support;
• commercial arrangements with a Local Host; or
• implementation, production, licensing, hosting, support, or other charges paid by a Local Host or sponsor for establishing or operating the Ward.

A neighborhood organization that serves as Local Host may therefore enter into a commercial arrangement with The Ward without converting ordinary neighborhood participation into a paid service.

8.2 Local Commerce

Cary will be structured to preserve as much transaction value as reasonably practicable among the local participants providing the goods, services, and fulfillment.

For a sale by an independent participating merchant, the purchase price of the goods or services belongs economically to that merchant, subject only to taxes, refunds, chargebacks, expressly disclosed transaction fees, and other amounts properly attributable to the transaction.

Fees charged to participating merchants for Platform-facilitated transactions will be separately disclosed and structured as charges for the services actually provided rather than as a claim by The Ward or Local Host to the merchant’s underlying sale proceeds.

The amount or percentage of such a fee may be established in the Ward Schedule.

8.3 Courier Compensation

Where an individual Courier performs Fulfillment and a customer is charged a fee for that Fulfillment, the Ward Schedule will state the minimum portion of that fee allocated to the Courier performing the work. That allocation must be more than nominal and consistent with the Platform’s commitment to direct the principal economic benefit of Courier-performed Fulfillment to the person performing it.

The particular amount, percentage, or method of Courier compensation may be established in the Ward Schedule and applicable Courier terms.

A Ward Schedule may increase the Courier’s allocation or provide additional compensation but may not structure a nominal Courier allocation inconsistent with the commitment stated in this Section.

8.4 Tips Belong to the Courier

A voluntary gratuity designated by a customer for a Courier belongs entirely to that Courier.

Neither The Ward nor Local Host will retain, share in, redirect, or treat such a gratuity as Platform or Local Host revenue.

Except where required by applicable law, a gratuity will not be treated as satisfying or reducing another amount that the Courier would otherwise be entitled to receive for the applicable Fulfillment.

8.5 Processing at Cost

A charge identified to a customer or merchant specifically as payment processing, card processing, payment-network cost, or substantially equivalent third-party processing cost will be a pass-through charge and will not contain undisclosed margin for The Ward or Local Host.

The amount collected as such a processing charge will not exceed the amount reasonably attributable to the applicable processing cost, subject to ordinary reconciliation, estimation, minimum charges, refunds, and processor adjustments.

Nothing in this Section prevents a payment processor, financial institution, point-of-sale provider, or other third party from earning its ordinary disclosed compensation for the service it provides.

If processing is subsidized or absorbed by The Ward, Local Host, a sponsor, financial institution, or another participant, the resulting savings may be passed to the customer or otherwise allocated as disclosed in the Ward Schedule, but an amount represented as reimbursement of processing cost will remain subject to this Section.

8.6 Privacy by Design

The Ward will be operated on the principle that participation should require no more personal information than the applicable function reasonably needs.

Ordinary participation in a Ward will not require conventional user accounts where Platform standing or local presence can provide the necessary function without them.

The Ward and Local Host will not sell participant personal information, build unrelated advertising profiles from participation, or use administrative access to create dossiers about residents, visitors, customers, or other participants.

Information collected for standing, Commerce, Payment, Fulfillment, safety, moderation, or another specific Platform function will be limited to what is reasonably necessary for that function and will not be repurposed in a manner materially inconsistent with the reason it was collected.

A Ward Schedule may establish additional privacy protections or operational requirements but may not materially weaken this Section.

8.7 Local Host Economics

Local Host may receive compensation, revenue share, sponsorship value, or another economic benefit from operation of a Ward as stated in the Ward Schedule.

Where Local Host participates in the economics of Cary or another Platform transaction, Local Host’s allocation will be made from amounts already available to The Ward or otherwise expressly disclosed for that purpose. The existence of a Local Host will not, by itself, create an additional undisclosed charge to the customer, merchant, Courier, or other participant.

8.8 Schedules Set the Numbers

Subject to the commitments above, the Ward Schedule may establish:

• merchant transaction fees;
• customer service or Commerce fees;
• Fulfillment and Delivery fees;
• Courier allocations;
• Local Host allocations;
• The Ward’s allocation;
• subsidies and sponsorships;
• third-party costs;
• refund and chargeback allocations; and
• other local commercial terms.

The purpose of the Ward Schedule is to configure the economics of a particular Ward, not to change the baseline economic character of the Platform established by this Section.

9. CARY ECONOMICS

9.1 Cary and Fulfillment Fees

Cary may charge separately disclosed Commerce, service, Fulfillment, Delivery, or related fees consistent with Section 8.

Such fees may be allocated among:

• the person or entity performing Fulfillment;
• Local Host;
• The Ward;
• payment, point-of-sale, or technology providers;
• other service providers necessary to complete the transaction; and
• taxes or regulatory charges where applicable.

The applicable economic structure will be stated in the Ward Schedule or other written commercial schedule incorporated into it.

9.2 Third-Party Costs

Payment processing, point-of-sale, banking, mapping, messaging, insurance, tax, identity, regulatory, or other third-party costs may be passed through, absorbed, subsidized, or otherwise allocated as stated in the Ward Schedule or applicable transaction terms, subject to Section 8.5 where an amount is represented specifically as a processing cost.

Nothing requires every third-party operating cost to be separately charged to the participant whose activity gives rise to it.

10. THIRD-PARTY SYSTEMS AND DATA

The Platform may rely upon or integrate with third-party services, software, datasets, APIs, financial systems, point-of-sale systems, mapping resources, public agencies, or infrastructure.

Third-party materials remain subject to their applicable licenses and terms.

The Ward does not grant Local Host rights in third-party property beyond those The Ward is authorized to provide.

The Ward may replace, modify, or discontinue an integration where the third party changes its terms, technology, availability, pricing, or access, or where continued integration becomes impracticable, unlawful, insecure, or materially disadvantageous.

The Ward will use commercially reasonable efforts to preserve equivalent Platform functionality where reasonably practicable.

11. BRAND AND IDENTITY

11.1 The Ward Identity

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

Local Host may use approved Ward branding during the Term solely in connection with operation and promotion of the licensed Ward.

11.2 Local Identity

A Ward may incorporate local names, identities, visual material, sponsor recognition, benefactor recognition, or co-branding as approved by The Ward and Local Host.

The applicable Ward Schedule may establish naming, presentation, sponsorship, or co-branding requirements.

11.3 No Implied Endorsement

Hosting, sponsorship, processing transactions, providing infrastructure, or otherwise participating in a Ward does not by itself imply that The Ward endorses a Local Host or that Local Host endorses every participant, business, statement, or transaction appearing in the Ward.

12. HOSTING, MAINTENANCE, AND SECURITY

The party responsible for hosting, domains, infrastructure costs, technical support, local administration, data maintenance, and other operational functions will be identified in the Ward Schedule where material.

Local Host will use reasonable care in protecting administrative access and promptly report known or suspected unauthorized access.

The Ward may take immediate reasonable action where necessary to protect Platform security, user privacy, transactional integrity, legal compliance, or continued operation.

13. PRIVACY

The Platform and each Ward will be operated consistently with the Privacy by Design commitment in Section 8.6.

The Ward and Local Host will comply with applicable privacy law and the privacy disclosures applicable to the Platform.

Where a Platform function requires personal information beyond ordinary participation, including Commerce, Payment, Fulfillment, safety, moderation, identity verification, or regulated activity, that information may be collected and processed only as reasonably necessary for the applicable function and as permitted by the relevant disclosures, agreements, and law.

Local Host may not use administrative access to circumvent Platform privacy controls or use participant information in a manner inconsistent with Section 8.6.

14. PLATFORM AND LOCAL RULES

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

Local Host may establish additional local rules consistent with this Agreement.

Local Host is responsible for ordinary local moderation as provided in Section 3.3. The Ward retains Platform-wide authority and may intervene where reasonably necessary to address material harm, unlawful activity, abuse, security compromise, fraud, significant Platform disruption, or a Local Host’s material failure to perform its moderation responsibilities.

Where immediate action is reasonably necessary, The Ward may temporarily restrict the affected content, participant, Place, transaction, or capability. Where practicable, intervention will be limited to what is reasonably necessary, The Ward will notify Local Host, and ordinary local authority will be restored as soon as reasonably practicable.

15. FEES AND COMMERCIAL TERMS

Subject to Section 8, Local Host will pay any license, hosting, implementation, support, transactional, revenue-share, or other amounts stated in the Ward Schedule.

A Ward may be operated under a commercial, sponsored, subsidized, pilot, nonprofit, institutional, benefactor-supported, or other approved economic arrangement.

Amounts paid by Local Host for licensing, implementation, production, hosting, support, or other services do not constitute a charge to residents, businesses, or institutions for ordinary participation in the Ward.

The existence of one arrangement does not obligate The Ward to offer equivalent terms to another Local Host or Ward.

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.

Local Host additionally represents that it has sufficient authority or community, institutional, commercial, or other legitimate basis to serve as Local Host for the Ward identified in its Ward Schedule.

The Ward does not represent that Local Host speaks for every resident, business, property owner, institution, or other person within a geographic Ward.

17. WARRANTIES AND PLATFORM AVAILABILITY

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

Except for express commitments in this Agreement, the Platform is 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, participation by particular businesses or residents, a particular level of Commerce, Courier availability, transaction volume, revenue, community adoption, or economic result.

18. 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 below.

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

Nothing in this Agreement is intended to waive liability that cannot lawfully be waived.

19. INDEMNIFICATION

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

The Ward will defend and indemnify Local Host against third-party claims alleging that Local Host’s authorized use of the Platform itself infringes intellectual property rights, subject to customary exclusions for Local Host modifications, combinations not supplied or authorized by The Ward, third-party content, or continued use after notice of a required modification.

Procedures, limitations, and additional indemnification obligations may be specified in the Ward Schedule.

20. TERM, SUSPENSION, AND TERMINATION

20.1 Term

The Agreement begins on the Effective Date and continues for the period stated in the Ward Schedule.

20.2 Termination for Breach

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

20.3 Immediate Suspension

The Ward may immediately suspend only the affected capability where reasonably necessary because of fraud, unlawful activity, security compromise, imminent safety risk, payment-system requirements, material moderation failure, or another circumstance presenting substantial immediate risk.

Where practicable, suspension will be limited to the affected function rather than the entire Ward.

20.4 Effect of Termination

Upon termination:

• Local Host’s Platform license ends;
• Local Host will cease representing itself as an authorized Local Host;
• outstanding financial obligations remain payable;
• pending Commerce and Fulfillment obligations will be resolved where reasonably practicable;
• Local Host Content will be handled under Section 4.4; and
• The Ward may discontinue public operation of the Ward.

Termination does not transfer ownership of the Platform to Local Host.

20.5 Future Operation of the Geography

Unless the Ward Schedule expressly provides otherwise, expiration or termination does not permanently prevent The Ward from licensing a future Ward covering the same geography to another qualified Local Host.

21. 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 Local Host.

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

Terms such as Local Host, Guardian, Resident, Courier, or Partner describe Platform or commercial roles and do not independently establish a legal relationship inconsistent with this Agreement.

22. ASSIGNMENT AND SUCCESSOR OPERATION

Local Host may not assign this Agreement or transfer operation of its Ward without The Ward’s written consent.

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 8. Those commitments are obligations of the Platform under this Agreement and are not dependent upon continued ownership, management, or control by any particular founder, owner, operator, investor, or affiliate.

A transfer or assignment by The Ward may not be used to avoid or extinguish Section 8 with respect to an existing Ward during its then-current Term.

23. CONFIDENTIALITY

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

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

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

24. GENERAL TERMS

24.1 Entire Agreement

The Agreement and Ward Schedule constitute the agreement between the parties concerning operation of the applicable Ward and supersede prior discussions concerning that license.

24.2 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 Ward Schedule, Platform rule, configuration, incorporated commercial term, or other document subordinate to this Agreement may waive or materially weaken Section 8.

Section 8 may be waived or materially weakened only if The Ward and Local Host expressly amend Section 8 in a writing signed by both parties.

24.3 Severability

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

24.4 No Waiver

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

24.5 Notices

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

24.6 Governing Law and Disputes

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

24.7 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 Local Host and does not create a right of enforcement in any Courier, merchant, resident, Guardian, customer, or other third party.

The Platform Commitments in Section 8 nevertheless govern The Ward’s and Local Host’s operation of the Ward and may not be weakened on the ground that an affected participant is not a party to this Agreement.

WARD SCHEDULE

Schedule No.: [_____]

This Ward Schedule is incorporated into the Platform License Agreement between The Ward and Local Host. The Schedule configures the applicable Ward within the boundaries established by the Agreement, including the Platform Commitments in Section 8.

A. Parties

The Ward

[Legal entity / address / contact]

Local Host

[Legal entity / address / contact]

Effective Date

[Date]

B. Licensed Ward

Ward Name

[Name]

Geographic Area

[Boundary, map, or incorporated geographic definition]

Primary Domain

[Domain]

Additional Domains

[If any]

C. Term

Initial Term

[_____]

Renewal

[_____]

D. Platform Configuration

Cary

[Active / Not Active / Launch Date]

Commerce

[Configuration]

Payment

[Provider / configuration]

Merchant-of-Record Structure

[Participating merchant / other expressly approved structure]

Fulfillment

[Configuration]

Delivery

[Active / Not Active / restrictions]

Point-of-Sale Integration

[Provider / configuration]

Other Enabled or Restricted Capabilities

[_____]

E. Cary Economics

Merchant Transaction Fee

[_____]

Customer / Commerce Fees

[_____]

Fulfillment or Delivery Fee

[_____]

Courier Allocation (minimum, per §8.3)

[_____]

Tips

[100% to designated Courier]

Local Host Allocation

[_____]

The Ward Allocation

[_____]

Payment / POS / Third-Party Costs

[_____]

Processing Charge Treatment

[At cost / subsidized / absorbed / other treatment consistent with Section 8.5]

Refund / Chargeback Allocation

[_____]

F. Platform Economics

License Fee

[_____]

Implementation Fee

[_____]

Hosting / Operating Fee

[_____]

Revenue Share

[_____]

Pilot, Sponsorship, Benefactor, or Subsidy Terms

[_____]

G. Responsibilities

The Ward provides

[_____]

Local Host provides

[_____]

Local moderation responsibility and staffing

[_____]

Shared responsibilities

[_____]

H. Branding and Sponsorship

Local Ward Identity

[_____]

Local Host Attribution

[_____]

Sponsor / Benefactor Attribution

[_____]

Special Branding Terms

[_____]

I. Special Terms

[Local regulatory requirements, exclusivity if any, integrations, launch conditions, insurance requirements, service commitments, or negotiated variations consistent with the Platform Commitments.]

J. Governing Law and Disputes

Governing Law

[_____]

Venue / Dispute Procedure

[_____]

SIGNATURES

THE WARD

By ______________________ · Name ______________________ · Title ______________________ · Date ______________________

HOST

By ______________________ · Name ______________________ · Title ______________________ · Date ______________________