Business Service Agreement

Last updated: November 5, 2026

This Business Service Agreement (the "Agreement") is entered into between Welobadge, LLC, a Delaware limited liability company with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States ("Welo"), and the business entity identified in the Account, application, Order or Program Offer (the "Business"). Welo and the Business are each a "Party" and together the "Parties".

Version: 1.0. Effective date: 5 November 2026.

Important. This Agreement contains limitations of liability (Section 19), an exclusive forum clause and a jury trial waiver (Section 24), and provisions on automatic renewal and cancellation (Section 10). Please read them carefully.

1. Acceptance, authority and scope

1.1 Acceptance. This Agreement becomes binding on the Business when an authorized representative of the Business: (a) clicks or checks a box indicating acceptance of this Agreement; (b) submits an application, accepts an invitation or Program Offer, or completes a checkout or Order that references this Agreement; or (c) signs an Order or other document that incorporates this Agreement. Welo will record the version accepted, the date and time of acceptance, the identity of the Account used, and the method of acceptance. For Businesses that accepted Welo's Terms and Conditions before the effective date, this Agreement applies from 5 December 2026, unless the Business accepts it earlier.

1.2 Authority. The individual accepting this Agreement represents and warrants that he or she is at least eighteen (18) years old and has full authority to bind the Business. If that individual lacks such authority, he or she is personally bound by the representations in this Section 1.2, to the extent permitted by law.

1.3 Business use only. The Services are offered exclusively to businesses acting for purposes relating to their trade, business, craft or profession. The Business represents that it is not entering into this Agreement as a consumer. Consumer users of Welo are governed by the Terms and Conditions.

1.4 Scope. This Agreement governs the Business's application for, receipt and use of the Services, including Certification, the Badge, the Welo Page, the dashboard, review collection and display features, widgets, integrations, premium features, monitoring and support, whether provided for a fee, under a Program or free of charge.

2. Definitions

"Account" means the Business's account on the Platform, including all associated Authorized User logins.
"Affiliate" means an entity that controls, is controlled by or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
"Authorized User" means an individual whom the Business authorizes to access the Account, such as an employee, officer or contractor.
"Badge", "Badge License", "Certification", "Certification Level", "Certification Status", "Certified Scope", "Official Badge Code" and "Verified Domain" have the meanings given in the Badge Usage Policy.
"Business Content" means all information, text, images, logos, videos, documents, data and other materials that the Business or its Authorized Users submit to the Platform, including application data, evidence, Welo Page content, Business Responses and integration data, but excluding Reviews.
"Business Response" means a public reply by the Business to a Review.
"Custom Agreement" means a written agreement or Order signed by an authorized officer of Welo that expressly supplements or varies this Agreement.
"Documentation" means the user guides, technical specifications and help articles that Welo makes available for the Services.
"Evaluation" means any assessment, verification, recheck, renewal or monitoring activity performed by Welo under the Welo Trust Standard.
"Fees" means the amounts payable for the Services as stated in the applicable Order.
"Incorporated Policies" means the Badge Usage Policy, the Content Moderation and Appeals Policy, the Data Processing Agreement, the Review Guidelines, the Welo Trust Standard and the Terms and Conditions, each as amended in accordance with its terms.
"Order" means the online checkout, the plan selection screen, the approval or payment page, the invoice, the Program Offer or the signed order form through which the Business subscribes to or receives a Service, together with the Fees, plan, term and other commercial terms stated in it.
"Platform" means the Welo website at welobadge.com, the dashboard, the Welo Pages, widgets, APIs (if any) and related software and infrastructure operated by Welo.
"Program" means an invitation-only or promotional program offered by Welo, such as Welo Founding 100, and "Program Offer" means the written invitation, page or communication that states the terms of a Program for a particular Business.
"Review" means a rating, review, comment, photo, video or other content submitted by a reviewer about a business through the Platform.
"Services" means the services described in Section 3 and in the applicable Order.
"Trust Score" means the score assigned under the Welo Trust Standard.
"Welo Page" means the public page hosted by Welo for the Business.
"Welo Trust Standard" or "WTS" means Welo's published certification methodology at welobadge.com/standards, as versioned and updated by Welo.

3. The Services

3.1 Description. Depending on the plan, Program or Order, the Services may include:

(a) Evaluation and Certification: the assessment of the Business's application under the WTS and, where the requirements are met, the grant of a Certification at the applicable Certification Level;
(b) Badge: the Badge License and the Official Badge Code, governed by the Badge Usage Policy;
(c) Welo Page: a public page presenting the Business's Certification Status, Trust Score where displayed, approved Business Content and Reviews;
(d) Reviews: tools to receive, invite, display and respond to Reviews, subject to the Review Guidelines and the Content Moderation and Appeals Policy;
(e) Widgets and integrations: embeddable components that display the Badge, Reviews or media, and any integrations with third-party services that Welo makes available;
(f) Dashboard: account administration, team access, billing administration, reports and other tools; and
(g) Premium or additional services: any additional features or services stated in the Order.

3.2 Plan features. The features, usage limits (such as monthly review invitation limits) and support channels included in a plan are those stated in the Order and in the dashboard at the time of purchase. Features described on marketing pages are illustrative and are not included unless stated in the Order or the dashboard.

3.3 Beta features. Welo may make available features identified as beta, preview, pilot or experimental. They are provided "as is", may be changed or withdrawn at any time, and are excluded from any service commitment.

3.4 Support. Welo will provide reasonable support through the channels identified in the dashboard. Unless a Custom Agreement states otherwise, Welo does not commit to fixed response or resolution times. Any target response times communicated by Welo are non-binding estimates.

3.5 Changes to the Services. Welo may modify, improve or discontinue features of the Services. If Welo makes a change that materially reduces the core functionality of a paid Service during a prepaid period, Welo will give at least thirty (30) days' notice where practicable, and the Business may, as its sole remedy, cancel the affected Service before the change takes effect and receive a pro rata refund of prepaid Fees for the unused portion of the then-current period. This Section does not apply to changes required by law, security or the integrity of the certification system, or to the withdrawal of beta features.

4. Independence of certification

4.1 Independent decisions. Welo makes Certification decisions, assigns Certification Levels and Trust Scores, determines Certification Statuses and makes moderation decisions independently, in good faith and on the basis of the WTS, the Incorporated Policies and the evidence and information reasonably available to it.

4.2 No guaranteed outcome. Submitting an application, accepting an invitation or Program Offer, completing a pre-verification questionnaire, paying a Fee or entering into a Custom Agreement does not guarantee that the Business will receive a Certification, a particular Certification Level or Trust Score, or a particular Certification Status, or that a Certification will be maintained or renewed.

4.3 Payment does not influence outcomes. No Fee, plan, Program, discount, volume, referral, partnership or other commercial relationship may influence a Certification decision, a Certification Level, a Trust Score, a Certification Status or a moderation decision. Welo will not accept any payment, gift or other benefit in exchange for a particular outcome, and the Business must not offer one. Any such offer is a material breach of this Agreement.

4.4 Separation of commercial and evaluation functions. Welo will maintain internal measures reasonably designed to prevent commercial considerations from influencing Evaluations and moderation decisions, as described in the WTS.

4.5 Nature of the Certification. The Business acknowledges the nature and limits of a Certification as described in Section 3 of the Badge Usage Policy and in the WTS, including that a Certification is an independent assessment at a point in time and not a government authorization, guarantee, insurance, legal opinion or endorsement of particular products or services.

5. Applications, eligibility and verification

5.1 Eligibility. Eligibility for Certification is determined under the WTS. Welo does not offer Certification to businesses in the excluded sectors listed in the WTS and may assess borderline cases individually.

5.2 Information and evidence. The Business must provide all information, documents and access reasonably requested by Welo for an Evaluation, through the channels designated by Welo. Welo may request additional documentation, clarification, technical proof (such as proof of domain control), test transactions, or access to the Business's checkout, policies and support flows, in proportion to the risk level under the WTS.

5.3 Independent checks. The Business authorizes Welo to verify the information it provides and to obtain information about the Business from public registers, public websites, public reviews and complaints, payment and fraud-prevention signals made available to Welo, technical analysis of the Business's websites, and other lawful sources, in each case for the purposes of Evaluation, fraud prevention and the integrity of the Platform, and in accordance with the Privacy Policy and applicable law.

5.4 Evaluation periods. Welo will conduct Evaluations with reasonable diligence. Unless a Custom Agreement states otherwise, Welo does not commit to complete an Evaluation within a fixed period. If the Business does not provide requested information within the period stated in Welo's request, or within thirty (30) days if no period is stated, Welo may close the application or treat the evidence as insufficient under the WTS.

5.5 Outcomes. Welo will inform the Business of the outcome of an Evaluation. Where Welo declines a Certification, it will state the main reasons, unless disclosure would be unlawful or would compromise security, fraud prevention or the confidentiality of third parties. Welo may, but is not obliged to, provide an improvement summary.

5.6 Monitoring and rechecks. Welo may perform the monitoring, periodic rechecks and event-driven rechecks described in the WTS. Welo does not undertake to monitor the Business continuously or comprehensively, and the absence of a change in Certification Status does not mean that Welo has reviewed any particular event.

5.7 Duty to update. The Business must keep its Account and Business Content accurate and must notify Welo of the events described in Section 11.2 of the Badge Usage Policy within the period stated there.

6. Business representations and responsibilities

6.1 Representations and warranties. The Business represents and warrants, on acceptance and on each submission of information, that:

(a) it is duly organized, validly existing and in good standing, and has the power to enter into and perform this Agreement;
(b) all information, documents and evidence it submits to Welo are true, accurate, complete, authentic and not misleading, and documents are unaltered originals or true copies;
(c) it owns or is authorized to operate each domain, brand and account it submits for Evaluation, and every person it identifies as its representative is authorized to act for it;
(d) it has all rights, licenses, consents and lawful bases needed to submit Business Content and personal data to Welo and to permit Welo to use them as described in this Agreement and the Data Processing Agreement;
(e) it conducts its business in compliance with applicable law, including consumer protection, advertising, e-commerce, data protection, anti-spam, payment, tax, product safety, sanctions, export control and anti-corruption laws;
(f) neither it nor any of its owners, directors or officers is the subject or target of sanctions administered by the US Department of the Treasury's Office of Foreign Assets Control, the United Nations, the European Union, the United Kingdom or any other applicable sanctions authority, or is located, organized or resident in a comprehensively sanctioned jurisdiction; and
(g) it is not, and will not become, engaged in any activity in a sector excluded by the WTS.

6.2 Misleading submissions. If the Business submits false, forged, altered or materially misleading information or evidence, or misrepresents its identity, ownership, authority or relationship with any person, Welo may, without limiting any other remedy: reject the application; suspend or revoke any Certification; terminate this Agreement for cause; retain Fees paid for Evaluation work performed; decline future applications from the Business and its Affiliates for a period proportionate to the conduct; and report the conduct to competent authorities where appropriate.

6.3 Authorized Users. The Business is responsible for: (a) designating Authorized Users and keeping their access appropriate to their role; (b) ensuring that Authorized Users keep credentials confidential and comply with this Agreement; (c) all activities carried out through its Account, except to the extent caused by Welo's breach of this Agreement; and (d) promptly removing access for persons who are no longer authorized. The Business must notify Welo promptly of any suspected unauthorized access.

6.4 Unauthorized business representation. No person may apply for, claim, or administer a Welo Page or Certification for a business that he or she is not authorized to represent. Welo may require proof of authority and may suspend an Account, transfer administration of a Welo Page to the authorized representative, or remove content, where it reasonably believes that a person lacks authority.

6.5 Customer relationships. The Business is solely responsible for its products, services, prices, advertising, deliveries, refunds, warranties, customer support and all transactions with its customers. Welo is not a party to, and does not guarantee, mediate or resolve, any transaction or dispute between the Business and its customers, except to the limited extent that the Content Moderation and Appeals Policy provides procedures for content on the Platform.

7. Reviews, review invitations and Business Responses

7.1 Welo controls moderation. Welo, and not the Business, decides whether a Review or Business Response is published, held, labeled, restricted, redacted or removed, in accordance with the Review Guidelines, the Content Moderation and Appeals Policy and applicable law. The Business has no right to approve, veto, edit, delay or remove any Review. No plan, Fee, Program or Custom Agreement grants the Business any right to remove, suppress, hide, reorder or alter authentic Reviews, or to obtain a particular moderation outcome.

7.2 Reporting. The Business may report a Review that it reasonably believes is unlawful or violates the Review Guidelines, through the procedures in the Content Moderation and Appeals Policy. A report must be made in good faith. Disagreement with an opinion, a low rating or criticism is not by itself a ground for removal.

7.3 Fair review invitations. If the Business uses review invitation features or otherwise asks customers to leave Reviews on Welo, it must:

(a) invite customers in a fair and non-selective manner and not select, filter or exclude recipients on the basis of expected sentiment ("review gating");
(b) not offer or provide any compensation or incentive conditioned, expressly or implicitly, on a Review expressing a particular sentiment, and disclose or allow Welo to disclose any permitted incentive;
(c) not write, procure, purchase or submit Reviews about itself or competitors, or ask employees, officers, agents, relatives or others with a material connection to the Business to post Reviews without clear disclosure of the connection;
(d) not suggest ratings, supply scripted text or use invitation wording that pressures or steers sentiment;
(e) upload only contact details of genuine customers who had a real experience with the Business, and have a lawful basis under applicable data protection, electronic communications and anti-spam laws (including, where applicable, the US CAN-SPAM Act, the Telephone Consumer Protection Act, Directive 2002/58/EC as implemented in the relevant EU Member State, and the UK Privacy and Electronic Communications Regulations) to provide those details to Welo and for Welo to send the invitation on its behalf;
(f) honor objections and unsubscribe requests, and not re-upload contacts that have opted out; and
(g) comply with monthly invitation limits and the Documentation.

7.4 Gag clauses prohibited. The Business must not include in any contract with its customers, or enforce, a provision that restricts a customer's ability to post an honest review or imposes a penalty or fee for doing so, in violation of the US Consumer Review Fairness Act (15 U.S.C. § 45b) or similar laws, and must not threaten or take unjustified legal or other action against a reviewer to prevent or remove a Review.

7.5 Business Responses. Business Responses must comply with the Review Guidelines. Welo may moderate Business Responses in accordance with the Content Moderation and Appeals Policy.

7.6 Ratings and counts. Welo calculates and displays ratings and review counts using methods applied uniformly to all businesses, which do not depend on the Business's plan or payments. The Business must not request, and Welo will not apply, any adjustment to a rating or review count that does not reflect eligible Reviews on the Platform, unless the adjustment is clearly and conspicuously disclosed to consumers, substantiated and lawful.

7.7 Consequences of manipulation. Breach of this Section 7 may result in the measures described in the Review Guidelines, the Content Moderation and Appeals Policy and the Badge Usage Policy, including removal of affected Reviews, labeling of the Welo Page, suspension of review collection, and suspension or revocation of the Certification.

8. Welo Pages, widgets and integrations

8.1 Welo Page. The Business may submit Business Content for its Welo Page through the dashboard. Welo may review, decline, edit for format or length, or remove Business Content that is inaccurate, unlawful, misleading, inconsistent with the WTS or the Incorporated Policies, or that infringes third-party rights. Welo controls the presentation of the Welo Page, including the display of the Certification Status, Trust Score, Reviews and any notices required by the Incorporated Policies.

8.2 Public information. The Business agrees that Welo may publish on the Welo Page, in Welo's directories, in search features, and in widgets: the Business's name, trade names, logos, Verified Domains, Certification Level, Certification Status and its history, Trust Score where displayed, approved Business Content, Reviews and Business Responses, and factual notices required by the Incorporated Policies. After the end of this Agreement, Welo may continue to display the Lapsed or Revoked status and published Reviews to the extent permitted by the Incorporated Policies and applicable law.

8.3 Widgets. The Business may embed Welo widgets only on websites it owns or controls, only through the code provided by Welo, and in compliance with the Badge Usage Policy and the Documentation. Widgets may stop displaying content if the Welo Page is restricted, suspended or unpublished.

8.4 Embedded code and visitor data. Welo's Badge and widget code may store identifiers in the browser of visitors to the Business's websites and transmit technical and interaction data to Welo. The Business is responsible, as operator of its websites, for: (a) providing visitors with the information required by applicable law about embedded third-party components; and (b) obtaining any consent required under applicable law (including Article 5(3) of Directive 2002/58/EC as implemented in the relevant Member State) before the Badge or widget code stores or accesses information on a visitor's device, unless and to the extent Welo provides a configuration that does not require consent. The allocation of data protection roles is set out in the Data Processing Agreement.

8.5 Third-party services. Integrations with third-party services (for example, e-commerce platforms, email providers or payment providers) are subject to the third party's terms. Welo is not responsible for third-party services, their availability or their changes, and may discontinue an integration if the third party changes its service or terms.

8.6 APIs. If Welo provides API access, use is subject to the Documentation, rate limits and any API terms provided by Welo. Welo may suspend API access that threatens the security or stability of the Platform.

9. Fees, billing and taxes

9.1 Fees. The Business will pay the Fees stated in the Order, in the currency stated in the Order. Unless the Order states otherwise, Fees consist of a one-time setup or verification fee and a recurring subscription fee. The current standard prices are those displayed at checkout or in the approval communication. Fees for enterprise or custom arrangements are those stated in the applicable Order or Custom Agreement.

9.2 Payment authorization. By completing a checkout or providing a payment method, the Business authorizes Welo and its payment processor (currently Stripe) to charge the payment method for the Fees stated in the Order, including recurring Fees at each renewal under Section 10, until the subscription is cancelled. Welo will not charge any amount that was not disclosed in the Order or authorized by the Business.

9.3 Invoices and payment terms. Fees paid by card or similar method are charged in advance at the start of each billing period. Invoiced Fees are due within the period stated on the invoice or, if none, within fifteen (15) days of the invoice date. The Business is responsible for keeping its billing details accurate.

9.4 Taxes. Fees are exclusive of value added tax, goods and services tax, sales tax and similar taxes, which the Business will pay where applicable, except for taxes on Welo's net income. Where the reverse-charge mechanism applies, the Business is responsible for self-assessing the tax and must provide a valid tax identification number. If the Business is required to withhold any tax, it will gross up the payment so that Welo receives the amount it would have received without the withholding, unless prohibited by law.

9.5 Late payment. If a charge fails or an invoice is overdue, Welo will notify the Business and allow a grace period of at least five (5) days to update the payment method or pay. After the grace period, Welo may suspend paid features, the Badge License and the publication of the Welo Page until payment is received, in accordance with the Terms and Conditions. A suspension for non-payment results in a Lapsed or suspended display status and is not presented as a finding under the WTS.

9.6 Disputed charges. The Business must notify Welo of any disputed charge in good faith within sixty (60) days of the charge, with sufficient detail. The Parties will cooperate to resolve the dispute. Billing errors, duplicate charges and unauthorized charges will be corrected or refunded.

9.7 Price changes. Welo may change its prices for future billing periods by giving at least thirty (30) days' notice before the change applies to the Business's next renewal. The Business may cancel before the new price takes effect. Price changes do not affect Fees for periods already paid.

9.8 Refunds. Except as stated in this Agreement (Sections 3.5, 13.4 and 22.4) or required by mandatory law, Fees are non-refundable and refunds are discretionary as described in Section 6.4 of the Terms and Conditions. Evaluation work is performed regardless of the outcome; a decision not to grant, or to suspend or revoke, a Certification does not by itself entitle the Business to a refund of setup or verification Fees.

10. Term, automatic renewal and cancellation

10.1 Term. This Agreement starts on acceptance and continues until terminated under Section 22. Each subscription starts on the date stated in the Order and continues for the billing period stated in the Order (for example, monthly).

10.2 Automatic renewal. Unless the Order states otherwise, paid subscriptions renew automatically for successive billing periods of the same length at the then-current Fees, until cancelled. Before the Business first subscribes, Welo will clearly disclose the recurring nature of the charge, the amount, the billing frequency and how to cancel, and will obtain the Business's express authorization.

10.3 Cancellation. The Business may cancel a subscription at any time through the billing portal available in the dashboard, or by written request to support from an Authorized User. Cancellation takes effect at the end of the current billing period, and no further recurring Fees will be charged. Welo will confirm the cancellation by email.

10.4 Renewal reminders. For subscriptions with a billing period of one year or longer, Welo will send a reminder before renewal where required by applicable law, and otherwise as a matter of good practice.

10.5 Effect of cancellation. At the end of the paid period, the Badge License ends and the Certification Status becomes Lapsed under the Badge Usage Policy, unless the Business continues to be covered by a Program or Custom Agreement.

11. Programs, promotions and invitations

11.1 Program Offers. Welo may offer Programs by invitation or on published terms. The eligibility criteria, the benefits, the duration (the "Program Term"), any limits, and any conditions for participation in a Program are exclusively those stated in the Program Offer. Anything not stated in the Program Offer is not included.

11.2 Same standard. Participation in a Program does not lower, waive or modify the WTS. Program participants are evaluated under the same requirements as all other businesses, and a Program benefit may cover a Fee but never an outcome.

11.3 Welo Founding 100. Welo Founding 100 is an invitation-only Program for a limited number of qualifying businesses. Unless the Program Offer provides otherwise:

(a) Eligibility. Participation is limited to businesses that received a Program Offer from Welo, accepted it within the period stated, meet the eligibility criteria stated in the Program Offer, and pass the Evaluation under the WTS. A Program Offer is personal to the Business to which it was addressed and may not be transferred.
(b) Benefits. The benefits are those stated in the Program Offer, which may include the waiver of the setup or verification fee and/or free access to specified Services for the Program Term. No other benefit, discount or entitlement is implied.
(c) Duration. Benefits apply only for the Program Term stated in the Program Offer. No Program creates a lifetime, perpetual or permanent entitlement unless the Program Offer expressly says so in those terms.
(d) No automatic paid conversion. A free Program participation will never convert automatically into a paid subscription. Welo will charge Fees only if, before or after the end of the Program Term, the Business separately and expressly subscribes to a paid plan and authorizes the charges under Section 9.2. Welo will notify the Business before the end of the Program Term of the date on which the benefits end and of the options available.
(e) End of the Program Term. If the Business does not subscribe to a paid plan by the end of the Program Term, the Badge License ends and the Certification Status becomes Lapsed under the Badge Usage Policy, and the Welo Page may be unpublished or displayed in a limited form as described in the Program Offer or the Badge Usage Policy.
(f) Withdrawal. Welo may end a Business's participation before the end of the Program Term if the Certification is suspended or revoked, if the Business breaches this Agreement, or if the Business no longer meets the eligibility criteria. Welo may discontinue the Program for all participants on at least sixty (60) days' notice; in that case, Welo will not charge any Fee for the remaining Program Term.
(g) No representation of status. The Business may describe itself as a Welo Founding 100 participant only while it participates and only in a manner consistent with the Badge Usage Policy. "Founding" status does not indicate a higher Certification Level or a better Trust Score.

11.4 Promotions. Discounts, trials and promotional prices apply only for the period and to the extent stated in the promotional terms. Unless the promotional terms provide otherwise, at the end of a paid promotional period the subscription continues at the standard Fees disclosed at the time of the promotion, as authorized by the Business at checkout. A free trial that requires payment details will convert to a paid subscription only if the conversion, the date and the amount were clearly disclosed and the Business expressly authorized it at sign-up.

11.5 Prior lifetime plans. Where a Business purchased a plan described as "Lifetime", "LTD" or similar under earlier terms, Section 5.6 of the Terms and Conditions continues to govern the meaning and duration of that plan. This Agreement does not create any new lifetime plan.

12. Custom and enterprise agreements

12.1 Welo may agree custom pricing, invitation limits, payment links, support arrangements, service descriptions or other terms with a Business in a Custom Agreement. A Custom Agreement is binding only if it is in writing and accepted by an authorized officer of Welo; statements by sales or support personnel do not vary this Agreement unless confirmed in a Custom Agreement.

12.2 A Custom Agreement may vary commercial terms (such as Fees, billing, term, invitation limits, support and service scope), but it may not, and will be interpreted so as not to: (a) make any Certification outcome, Certification Level, Trust Score or Certification Status depend on payment; (b) grant the Business any right over moderation outcomes or Reviews; or (c) waive the Business's obligations under the Badge Usage Policy, the Review Guidelines or applicable law. Any term purporting to do so is void.

13. Suspension of Services

13.1 Grounds. Welo may suspend all or part of the Services, the Account or the Badge License, in a manner proportionate to the circumstances, if: (a) the Business fails to pay undisputed Fees after the grace period; (b) the Business materially breaches this Agreement or an Incorporated Policy; (c) Welo reasonably believes that suspension is necessary to prevent fraud, harm to consumers, a security risk, or unlawful activity; (d) the Certification is suspended under the WTS or the Badge Usage Policy; or (e) suspension is required by law, a court order or a regulator.

13.2 Notice. Welo will give prior notice of a suspension where reasonably practicable and will otherwise notify the Business promptly after the suspension takes effect, stating the reasons, except where notice is prohibited by law or would compromise an investigation or security.

13.3 Lifting. Welo will lift a suspension once the cause has been resolved to Welo's reasonable satisfaction.

13.4 Fees during suspension. Fees continue to accrue during a suspension caused by the Business's breach or non-payment. If a suspension is caused by Welo's error, or is lifted because Welo concludes that its grounds did not exist, Welo will credit or refund the Fees attributable to the suspended paid Services for the period of suspension.

14. Business Content and licenses

14.1 Ownership. As between the Parties, the Business retains ownership of its Business Content.

14.2 License to Welo. The Business grants Welo a worldwide, non-exclusive, royalty-free, sublicensable (to service providers and as needed to operate widgets and search features) license to host, store, reproduce, adapt for format, translate, display, distribute and otherwise use Business Content: (a) to provide, secure and improve the Services; (b) to perform Evaluations, monitoring and fraud prevention; (c) to publish the Welo Page, widgets and directory listings; and (d) to comply with law. With respect to Business Content published on the Platform, this license continues after termination for so long as Welo is permitted to keep the related information published or retained under the Incorporated Policies and applicable law. Use of personal data is governed by the Privacy Policy and the Data Processing Agreement.

14.3 Trademarks of the Business. The Business grants Welo a non-exclusive, royalty-free license during the term to use its names, logos and trademarks to identify the Business on the Welo Page, in directories and widgets, and in factual statements about its Certification Status. Welo will not use the Business's marks in advertising for Welo stating that the Business endorses Welo without the Business's prior consent, which may be given by email.

14.4 Responsibility. The Business is solely responsible for Business Content, including its accuracy and legality, and for ensuring that it does not infringe any third-party right or contain unlawful, misleading or confidential third-party information.

15. Welo intellectual property and permitted use

15.1 Ownership. Welo and its licensors own all rights in the Platform, the Services, the WTS, the Trust Score methodology, Evaluation reports, improvement summaries, scores, ratings methodology, the Badge, the Welo Marks, the Documentation, aggregated and de-identified data, and all improvements and derivative works, excluding Business Content. Reviews are licensed to Welo by their authors under the Terms and Conditions and are not owned by the Business.

15.2 License to the Business. Subject to this Agreement, Welo grants the Business a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Services for its internal business purposes, in accordance with the Documentation. The Badge License is governed exclusively by the Badge Usage Policy.

15.3 Restrictions. The Business must not, and must not permit anyone to: (a) copy, modify, translate or create derivative works of the Platform, except as permitted by law; (b) reverse engineer, decompile or disassemble the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction; (c) access the Services to build a competing product or to benchmark for publication without Welo's consent; (d) scrape, crawl or extract data from the Platform by automated means except through interfaces Welo provides for that purpose; (e) circumvent security, rate limits or technical controls; (f) resell, sublicense or provide the Services to third parties; (g) use the Services in violation of law or the Incorporated Policies; (h) misrepresent, alter or publish Evaluation reports or improvement summaries, except as permitted by the Badge Usage Policy; or (i) use Welo's verification results, Trust Score or reports to make any decision about an individual, such as credit, employment, insurance or housing eligibility.

15.4 Feedback. If the Business provides suggestions or feedback, Welo may use them without restriction or compensation, without identifying the Business as their source.

15.5 Aggregated data. Welo may create and use aggregated or de-identified data derived from the Services, including for statistics, research, benchmarking, fraud prevention and improvement of the WTS, provided that such data does not identify the Business as its source to third parties or identify any natural person.

16. Confidentiality

16.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential, including evidence submitted for Evaluation, non-public business information, Evaluation reports, improvement summaries, internal moderation records, pricing in Custom Agreements and security information. Confidential Information does not include information that: (a) is or becomes public without breach; (b) was known to the recipient without confidentiality obligations; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

16.2 Obligations. The recipient will use Confidential Information only to perform or exercise its rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, professional advisers, insurers and service providers who need to know it and are bound by obligations at least as protective.

16.3 Compelled disclosure. The recipient may disclose Confidential Information when required by law, regulation, court order or a competent authority, after giving the discloser prompt notice where legally permitted and reasonable cooperation in seeking protective treatment.

16.4 Information that Welo may publish. Nothing in this Section restricts Welo from publishing the information described in Section 8.2, factual notices required by the Incorporated Policies, or information required by law; or from sharing information with authorities, payment providers or other parties where reasonably necessary to prevent fraud or protect consumers, in accordance with applicable law.

16.5 Duration. Confidentiality obligations continue for three (3) years after termination, and for trade secrets and security information for as long as they remain confidential.

17. Data protection

17.1 Each Party will comply with applicable data protection laws. The Welo Data Processing Agreement (the "DPA") forms part of this Agreement and governs the processing of personal data by Welo on behalf of the Business, the activities for which each Party acts as an independent controller, any joint controller arrangement, and international transfers.

17.2 Welo's processing of personal data as an independent controller, including of reviewers, Authorized Users and the Business's representatives, is described in the Privacy Policy.

18. Disclaimers

18.1 No guarantee of results. Welo does not guarantee, and nothing in this Agreement or in any Welo communication should be read as a promise of, any increase in sales, conversion rates, traffic, revenue, reviews, ratings, search ranking, customer trust or any other business result.

18.2 No guarantee as to certified businesses. Welo does not guarantee the conduct, solvency, legality, security or performance of any certified business, or that a certified business will not engage in fraud, suffer a security incident or violate any law.

18.3 Services provided "as is". To the maximum extent permitted by applicable law, and except as expressly stated in this Agreement, the Services, the Platform, the WTS, Evaluations, Trust Scores, reports and all content are provided "as is" and "as available", and Welo disclaims all warranties, conditions and representations, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment and uninterrupted or error-free operation, and any warranty arising from course of dealing or usage of trade.

18.4 Availability. Welo will use commercially reasonable efforts to keep the Platform available but does not commit to any level of availability, uptime or service credits unless a Custom Agreement provides otherwise. Maintenance, third-party failures, attacks and other events may cause interruptions.

18.5 Third-party content. Reviews and other user content represent the opinions of their authors and not of Welo. Welo does not warrant their accuracy, although it applies the moderation procedures described in the Incorporated Policies.

19. Limitation of liability

19.1 Exclusion of indirect damages. To the maximum extent permitted by applicable law, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, reputation, anticipated savings or data (other than as a direct result of a breach of Section 16 or the DPA), arising out of or relating to this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

19.2 Cap. To the maximum extent permitted by applicable law, each Party's total cumulative liability arising out of or relating to this Agreement will not exceed the greater of: (a) the Fees paid and payable by the Business to Welo under this Agreement in the twelve (12) months preceding the event giving rise to the liability; and (b) five hundred US dollars (USD 500).

19.3 Exceptions. The exclusions and cap in Sections 19.1 and 19.2 do not apply to: (a) the Business's payment obligations; (b) the Business's indemnification obligations under Section 20.1; (c) a Party's infringement or misappropriation of the other Party's intellectual property, including the Business's breach of the Badge Usage Policy; (d) liability for fraud, fraudulent misrepresentation, willful misconduct or gross negligence; (e) liability for death or personal injury caused by negligence; or (f) any liability that cannot be limited or excluded under applicable law.

19.4 Certification decisions. Without limiting Section 19.3, Welo will not be liable for any decision to decline, suspend, downgrade or revoke a Certification, to change a Certification Status or Trust Score, or to take a moderation action, that Welo made in good faith in accordance with the WTS and the Incorporated Policies, or for the consequences of publishing an accurate Certification Status.

19.5 Basis of the bargain. The Parties agree that the limitations in this Section 19 reflect an informed allocation of risk, are reflected in the Fees, and form an essential basis of the bargain.

20. Indemnification

20.1 By the Business. The Business will defend, indemnify and hold harmless Welo, its Affiliates and their respective members, managers, officers, employees and agents from and against any third-party claim, action, investigation or proceeding, and any resulting losses, damages, fines, penalties, settlements, costs and reasonable attorneys' fees, arising out of or relating to: (a) the Business's products, services, websites, advertising or transactions with its customers; (b) Business Content, including any claim that it infringes or misappropriates third-party rights or is unlawful or misleading; (c) the Business's breach of Section 6, Section 7 or the Badge Usage Policy, including inaccurate certification claims; (d) the Business's violation of law, including consumer protection, data protection, anti-spam and sanctions laws; or (e) any instruction the Business gives to Welo under the DPA that violates applicable law.

20.2 By Welo. Welo will defend the Business against any third-party claim alleging that the Platform, as provided by Welo and used by the Business in accordance with this Agreement, infringes a United States, European Union or United Kingdom copyright or trademark of that third party, and will pay damages and costs finally awarded or agreed in settlement. Welo has no obligation for claims arising from Business Content, combinations with items not provided by Welo, modifications not made by Welo, or use in breach of this Agreement. If such a claim is made or appears likely, Welo may procure the right for the Business to continue using the Platform, modify it to be non-infringing, or terminate the affected Service and refund prepaid Fees for the unused period. This Section 20.2 states Welo's entire liability for intellectual property infringement claims and is subject to Section 19.2.

20.3 Procedure. The indemnified Party will: (a) give the indemnifying Party prompt written notice of the claim (a delay relieves the indemnifying Party of its obligations only to the extent it is prejudiced); (b) give the indemnifying Party sole control of the defense and settlement, provided that no settlement may impose any obligation or admission on the indemnified Party without its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate with counsel of its choice at its own expense.

21. Force majeure

Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes (other than involving its own employees), government action, failures of public networks, utilities or third-party hosting or cloud providers, and cyberattacks that could not reasonably have been prevented. The affected Party will notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than thirty (30) days, either Party may terminate the affected Service on written notice, and Welo will refund prepaid Fees for the unused period.

22. Termination

22.1 By the Business. The Business may terminate this Agreement at any time by cancelling all subscriptions and closing its Account, with effect at the end of the current billing period.

22.2 By Welo for cause. Welo may terminate this Agreement, or any Service, by written notice if: (a) the Business materially breaches this Agreement or an Incorporated Policy and, where the breach is capable of remedy, fails to remedy it within fifteen (15) days of notice; (b) the Business's Certification is revoked; (c) the Business submits false or forged information or engages in review manipulation, fraud or other serious misconduct; (d) the Business becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings, to the extent termination is permitted by law; or (e) continued performance would violate law or sanctions.

22.3 By Welo for convenience. Welo may terminate this Agreement for convenience on at least thirty (30) days' written notice.

22.4 Refunds on termination. If Welo terminates under Section 22.3, or the Business terminates because of Welo's uncured material breach, Welo will refund prepaid Fees for the unused portion of the then-current period. No refund is due on termination under Section 22.2, except as required by mandatory law.

22.5 Effect of termination. On termination or expiry: (a) all rights and licenses granted to the Business end; (b) the Business must comply with Section 13 of the Badge Usage Policy; (c) the Business must pay all Fees accrued up to the effective date; (d) Welo may display the applicable Certification Status as described in Section 8.2; (e) the Business may export available data through the dashboard for thirty (30) days after termination, where the dashboard provides export functions; and (f) Welo will handle personal data as provided in the DPA and the Privacy Policy.

22.6 Survival. Sections 2, 4.5, 6.1, 6.2, 6.5, 9 (for accrued amounts), 14.2 (as stated there), 15, 16, 17, 18, 19, 20, 22.4 to 22.6, 23, 24 and 25, and any other provision that by its nature should survive, survive termination.

23. Order of precedence and incorporated documents

23.1 Documents. This Agreement incorporates by reference the Incorporated Policies and each Order. The Business confirms that it has had the opportunity to review them before acceptance; each is available at welobadge.com/legal/legal-pages.

23.2 Hierarchy. In the event of a conflict, the following order of precedence applies, in descending order: (a) mandatory provisions of applicable law; (b) a Custom Agreement, but only to the extent it expressly identifies the provision it varies and subject to Section 12.2; (c) the DPA, with respect to the processing of personal data; (d) the Badge Usage Policy, with respect to the Badge, certification claims and the Welo Marks; (e) the Content Moderation and Appeals Policy, with respect to moderation procedures, notices and appeals concerning content; (f) the Order, with respect to commercial terms (Fees, plan, billing period, invitation limits and Program benefits) only; (g) this Agreement; (h) the Review Guidelines, with respect to the substantive rules for Reviews and Business Responses; and (i) the Terms and Conditions. The Welo Trust Standard controls exclusively with respect to certification criteria, levels, scoring, evidence and outcomes, but it does not create contractual warranties or liabilities beyond those in this Agreement. The Privacy Policy is an information notice and does not create contractual obligations, except as expressly stated in the DPA.

23.3 Business terms excluded. Any terms in the Business's purchase order, vendor portal, procurement terms or other documents are excluded and have no effect, even if accepted by clicking or signing for administrative purposes, unless included in a Custom Agreement.

24. Governing law and disputes

24.1 Governing law. This Agreement and any dispute or claim arising out of or relating to it, including non-contractual disputes or claims, are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Informal resolution. Before starting proceedings, a Party will give the other written notice of the dispute, and senior representatives of the Parties will attempt in good faith to resolve it for thirty (30) days, except where a Party seeks urgent injunctive relief.

24.3 Forum. Subject to Section 24.2, the state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum. Welo may seek injunctive or other equitable relief to protect its intellectual property, Confidential Information, the Badge or the integrity of the Platform in any court of competent jurisdiction.

24.4 Jury trial waiver. To the extent permitted by applicable law, each Party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.

24.5 Individual proceedings. To the extent permitted by applicable law, each Party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

24.6 Limitation period. To the extent permitted by applicable law, any claim arising out of this Agreement must be brought within two (2) years after the claimant knew or should have known of the facts giving rise to it.

24.7 Businesses outside the United States. If the Business is established outside the United States, the Parties agree to the foregoing choice of law and forum to the extent permitted by the law applicable to the Business. Where mandatory law of the Business's jurisdiction applies notwithstanding this Section, that law applies only to the extent it cannot be excluded by agreement.

25. General

25.1 Changes to this Agreement. Welo may amend this Agreement by publishing a new version with its version number and effective date. For material changes, Welo will give at least thirty (30) days' notice by email to the Account or through the dashboard before the change takes effect, except where a shorter period is required by law or to address security or an urgent risk to consumers. If the Business does not agree, it may terminate this Agreement before the change takes effect, and, if it does so because of a material adverse change, Welo will refund prepaid Fees for the unused period. Continued use of the Services after the effective date constitutes acceptance. Changes do not apply retroactively to disputes arising before the effective date.

25.2 Notices. Welo may give notices by email to the Account owner's email address or through the dashboard. Notices to Welo must be sent by email to daniel@welobadge.com with a copy by courier or registered mail to the address at the beginning of this Agreement for notices of breach, termination or claims. Notices are effective on receipt, and email notices are deemed received on the next business day after sending unless a delivery failure is received.

25.3 Assignment. The Business may not assign or transfer this Agreement without Welo's prior written consent. A change of control of the Business is subject to Section 11.2 of the Badge Usage Policy. Welo may assign this Agreement to an Affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its relevant assets, on notice to the Business.

25.4 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

25.5 No third-party beneficiaries. There are no third-party beneficiaries of this Agreement, except the persons indemnified under Section 20.

25.6 Anti-corruption and export. Each Party will comply with applicable anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, and with applicable export control and sanctions laws.

25.7 Publicity. Except as provided in Sections 8.2 and 14.3, neither Party will issue a press release naming the other without consent.

25.8 Severability and waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible, modified to the minimum extent necessary, and the remaining provisions will remain in effect. No waiver is effective unless in writing, and no failure or delay in exercising a right is a waiver.

25.9 Entire agreement. This Agreement, the Incorporated Policies and the Orders constitute the entire agreement between the Parties regarding their subject matter and supersede all prior agreements, proposals and representations, except that nothing in this Section limits liability for fraudulent misrepresentation.

25.10 Electronic contracting. The Parties agree that this Agreement may be accepted and Orders may be concluded electronically, and that electronic records and signatures have the same effect as written records and handwritten signatures, in accordance with the US Electronic Signatures in Global and National Commerce Act and applicable law, including Regulation (EU) No 910/2014.

25.11 Language. The English version of this Agreement is binding. Translations are provided for convenience only. In the event of any inconsistency, the English version prevails, unless mandatory law requires otherwise.

25.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a law include that law as amended and any successor legislation.

26. Specific approval of certain clauses (Businesses established in Italy)

Where the Business is established in Italy, or where Italian law otherwise applies to the formation of this Agreement, the Business, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, specifically approves, by a separate express acceptance, the following clauses: 3.5 (changes to the Services); 4.2 (no guaranteed outcome); 5.4 (closure of applications); 6.2 (consequences of misleading submissions); 7.1 (moderation controlled by Welo); 9.5 (suspension for non-payment); 9.7 (price changes); 9.8 (non-refundability); 10.2 (automatic renewal); 11.3(f) (withdrawal from Programs); 13 (suspension of Services); 18 (disclaimers); 19 (limitation of liability); 20.1 (indemnification by the Business); 22.2 and 22.3 (termination by Welo); 24.1 and 24.3 (governing law and exclusive forum); 24.4 (jury trial waiver); 24.5 (individual proceedings); 24.6 (limitation period); and 25.1 (changes to this Agreement). Nothing in this Agreement excludes or limits liability for willful misconduct (dolo) or gross negligence (colpa grave) where such exclusion would be void under Article 1229 of the Italian Civil Code.