Moraa Marketplace Agreement

1. Parties, scope and acceptance

This Marketplace Agreement (the “Agreement”) is between Moraa, Inc., a Delaware corporation doing business as Moraa Learning in California (“Moraa”), and the individual or entity accepting it as a Creator (“Creator”). It supplements the Moraa Terms of Service (“Terms”) and applies only to Creator’s participation in Moraa’s curated marketplace, including approved listing, recommendation, merchandising, or distribution of Creator Offerings through designated marketplace surfaces (“Marketplace”). Capitalized terms not defined here have the meanings in the Terms.

Creator accepts this Agreement by affirmatively agreeing to it when first submitting an Offering for Marketplace consideration. Once accepted, this Agreement governs Creator’s ongoing Marketplace participation and subsequent Marketplace Offerings without requiring separate acceptance for each Offering. Acceptance does not guarantee approval of any particular Offering, featured placement, enrollment, promotional expenditure, or revenue. Creator may otherwise create, structure, publish, share, host, and deliver Offerings under the Terms without accepting this Agreement. Updates are governed by Section 13. If there is a conflict about Marketplace-specific matters, this Agreement controls, subject to any expressly agreed commercial addendum.

2. Eligibility, approval and marketplace standards

Creator must satisfy the eligibility requirements in the Terms, including being at least 18 years old, and have authority to accept on behalf of any represented entity. Moraa may vet Creators and Offerings and apply reasonable editorial, quality, safety, relevance, integrity, legal, and commercial criteria. Approved Marketplace Offerings may be included in Moraa Discover and its ordinary marketplace discovery surfaces, subject to ongoing compliance with those criteria. Moraa may approve, decline, rank, feature, pause, delist, or remove a Marketplace Offering under those criteria and applicable law. Approval of a Creator does not automatically approve every Offering.

3. Creator Offerings and responsibilities

Creator remains responsible for the accuracy, legality, rights clearance, descriptions, pricing, scheduling, fulfillment, professional conduct, and Participant-facing commitments associated with Creator’s Offerings, as provided in the Terms. Creator must promptly notify Moraa of material changes, cancellations, delivery problems, or claims affecting a Marketplace Offering, and reasonably cooperate in Participant communications and resolution. Creator must not misrepresent qualifications, manipulate reviews or enrollment signals, or disclose confidential third-party information without authorization.

Moraa is responsible for its own platform operations and obligations. Nothing in this Agreement transfers responsibility for Moraa’s independent acts, technology defects, or breach of its obligations to Creator. For co-produced, enterprise, or otherwise specially structured programs, the parties may agree separate responsibilities in writing.

4. Marketplace listing and promotional permissions

Creator authorizes Moraa to display and promote approved public-facing Marketplace materials, including Creator name, approved profile and likeness, Offering titles, descriptions, excerpts, screenshots, and authorized clips, consistent with the Terms. Approved Marketplace Offerings may be listed in Discover and included in Moraa’s ordinary marketplace distribution, subject to ongoing standards and normal ranking and discovery mechanisms. Moraa may run optional promotional campaigns, select featured placement, and make reasonable editorial changes to presentation without materially misrepresenting Creator or the Offering. No particular ranking, featured placement, campaign, advertising expenditure, enrollment, or revenue is guaranteed unless separately agreed in writing.

Marketplace participation alone does not authorize Moraa to record, publicly distribute, separately monetize, or commercially reuse full-length Creator sessions or recordings. Such uses require Creator authorization or an applicable program-specific agreement. The Terms continue to govern recording notices, consent, Participant access, and ordinary service delivery.

Moraa-funded promotions will not reduce Creator’s agreed earnings unless otherwise disclosed and accepted. Any Creator-funded promotion or discount that reduces Creator proceeds requires Creator’s prior authorization, including through accepted campaign settings.

5. Pricing and standard Marketplace fee

Creator sets the price of individually sold Marketplace Offerings, subject to any separately agreed program pricing. For a standard Marketplace transaction, Moraa charges Creator a platform fee equal to ten percent (10%) of the actual price paid for the Offering after authorized discounts, excluding applicable sales taxes, value-added taxes (VAT), goods and services taxes (GST), and similar transaction-based taxes, whether separately stated or identifiable within an inclusive price, and excluding amounts refunded or reversed (the “Marketplace Fee”). The Marketplace Fee applies to purchases of Offerings sold through the Marketplace regardless of whether Moraa, Creator, or another source referred the Participant. Payment-processing charges, applicable taxes, refunds, chargebacks, credits, and other disclosed adjustments are separate from the Marketplace Fee and may reduce Creator’s net proceeds. For a partial refund, the Marketplace Fee is reversed proportionally on the refunded Offering price; for a full refund, the Marketplace Fee attributable to the transaction is reversed. Third-party processing or dispute charges that are not refunded may remain payable as disclosed and permitted by law.

The 10% Marketplace Fee is the standard rate, not an implied preferential founding discount. Any different fee, revenue share, allocation, minimum guarantee, or other negotiated economics must be set out in a written or electronically accepted commercial addendum, program schedule, or other specific agreement. That specific agreement controls only for its stated scope and duration. No Marketplace Fee applies solely because Creator publishes or shares an Offering outside the Marketplace without selling it through the Marketplace; separate payment or transaction terms may apply to direct sales if enabled and disclosed before use.

6. Payment processing and payouts

Creator may be required to establish and maintain an account with Moraa’s designated payment provider and provide information needed for identity verification, tax reporting, and payments. Creator authorizes Moraa and its payment providers to collect Marketplace payments, deduct applicable Marketplace Fees and other disclosed amounts, and remit net proceeds to Creator.

Each party is responsible for taxes on its own income and activities as required by law. Responsibility for calculating, collecting, reporting, and remitting transaction taxes, including sales tax, VAT, GST, and comparable taxes, is determined by applicable law and the relevant payment arrangements. Moraa and its payment providers may request tax information, collect or remit taxes where required, withhold legally required amounts, and adjust payouts accordingly. Creator must provide accurate tax and payment information and remains responsible for taxes on Creator earnings. Cross-border transactions may involve currency conversion, withholding, payment-processing charges, and other jurisdiction-specific requirements, handled under applicable law and disclosed payment terms. Taxes on Creator income or amounts withheld from Creator payouts do not reduce the Offering price used to calculate the Marketplace Fee unless applicable law requires otherwise.

Creator earnings become eligible for payout only after applicable delivery milestones, refund windows, and other eligibility conditions under Moraa’s Refund & Cancellation Policy and disclosed payout rules are satisfied. Moraa currently processes eligible payouts weekly; this is a processing cadence, not a guarantee of immediate availability or receipt. Payouts remain subject to settlement, payment-provider timing, disputes, chargebacks, fraud and risk review, and legal or tax requirements. Moraa may hold, offset, reverse, or seek repayment of amounts attributable to refunded or reversed transactions where legally permitted. Material changes to payout terms will be communicated as required by the Terms and applicable law.

7. Refunds, cancellations and Participant access

By participating in the Marketplace, Creator agrees to comply with Moraa’s applicable Refund & Cancellation Policy. Applicable refund and cancellation terms will be presented to Participants at checkout. Moraa administers and processes covered refunds, credits, and payment disputes; Creator must reasonably cooperate and supply relevant delivery evidence. Creator may request or authorize a refund through Moraa. Refunds required by the policy or applicable law do not require Creator approval. For discretionary refunds outside the policy that would reduce Creator earnings, Moraa will ordinarily seek Creator authorization, except where reasonably necessary to address fraud, payment disputes, Creator nonperformance, legal obligations, or other compelling consumer-protection concerns. Creator may not impose conflicting refund terms without Moraa’s express approval and clear pre-purchase disclosure. Creator cancellations and material rescheduling are subject to the remedies in the applicable Refund & Cancellation Policy.

Creator must honor commitments made to existing Participants, including disclosed access periods and delivery obligations. Unpublishing, delisting, or ending Marketplace participation does not automatically terminate access already promised to Participants. The Terms govern continuing access, recordings, content licenses, and related limitations.

8. Founding Creator Benefits

A Creator designated by Moraa in writing or in Creator’s account as a “Founding Creator” receives the benefits in this Section for twenty-four (24) months beginning on the date that Creator first affirmatively accepts this Marketplace Agreement (the “Founding Benefit Period”). During that period, Moraa will not charge the Founding Creator a recurring Creator subscription fee, a separate hosting or access fee for core Creator capabilities, or a separate marketplace listing or participation fee. Included core capabilities comprise the creation, management, hosting, publishing, sharing, and delivery of Offerings and generally available Participant engagement functionality, subject to reasonable technical, safety, capacity, and fair-use limits. Moraa may evolve its features in the ordinary course but will not materially diminish these committed core benefits during the Founding Benefit Period. Future separately priced premium or optional capabilities are not automatically included.

Founding Creators may submit Offerings for review and, when an Offering is approved under Moraa’s applicable quality, relevance, safety, legal, and eligibility standards, receive inclusion in Moraa Discover and ordinary marketplace distribution without a separate listing or subscription fee during the Founding Benefit Period. Marketplace approval and continued inclusion remain subject to those standards; acceptance of this Agreement alone does not guarantee approval of every Offering. During the Founding Benefit Period, the Marketplace Fee for a Founding Creator’s standard Marketplace transactions remains fixed at ten percent (10%), even if Moraa changes its generally applicable Marketplace Fee. Moraa will not unilaterally increase this rate during that period. Third-party payment-processing fees are separate and passed through at actual cost, without markup; actual fees may vary by provider, payment method, geography, currency, and transaction type. Applicable refunds, chargebacks, and disclosed transaction adjustments continue to apply. Any different fee arrangement requires Creator’s express written or electronic agreement.

Moraa will make reasonable onboarding, initial Offering creation, and launch support available to Founding Creators, subject to team availability, mutually agreed scope, and reasonable capacity limits. Founding Creators may be invited to try selected emerging capabilities and provide practical product feedback or participate in discussions or pilots. Creator agrees to participate reasonably and in good faith when mutually convenient, without being required to disclose proprietary or confidential information. Moraa is not obligated to implement suggestions or guarantee particular feature releases, promotional spending, dedicated support hours, enrollments, sales, or revenue. Optional high-cost, premium, third-party, custom production, paid advertising, enterprise, or dedicated services may be separately priced with advance disclosure.

For clarity, the Founding Benefit Period is measured from first affirmative acceptance of this Agreement, even if the Creator used Moraa before acceptance. Any earlier individually agreed, enforceable benefit or commitment remains effective according to its own terms and is not reduced by this Section. After the Founding Benefit Period, Moraa’s then-current applicable fees may apply prospectively to new transactions and separately charged services, subject to appropriate notice. Expiration does not retroactively change completed transactions or accrued payment rights. If Marketplace participation ends before the period expires, unused benefits do not automatically survive, transfer, restart, or extend if Creator later returns, unless agreed otherwise in writing.

9. Other distribution and commercial programs

Subscriptions, memberships, bundles, enterprise or institutional programs, co-produced Offerings, licensing, affiliate arrangements, and other nonstandard programs may use different prices, content rights, duties, and compensation structures. Creator will not be enrolled in an arrangement materially changing Creator compensation, rights, or delivery obligations without disclosure and acceptance of its material terms. The 10% standard Marketplace Fee does not automatically determine the economics of these separate arrangements. Where multiple Creators jointly offer an Offering, Moraa may administer an allocation of Creator proceeds accepted by the participating Creators and may rely on that allocation until properly changed. Creator roles, permissions, or participation alone do not create an entitlement to compensation or ownership.

10. Creator content, data, recordings and AI

Creator retains ownership of Creator Content, subject to the licenses in the Terms. The Terms govern Participant data, recording permissions, continuing access, AI and product-improvement rights, and the limits on use of private proprietary Creator materials. Marketplace participation does not grant Moraa unrestricted rights to republish private proprietary content as a competing standalone product. Creator must handle Participant information only for authorized Offering-related purposes and in accordance with the Terms and Privacy Policy.

11. Relationship, indemnification and liability

Creator is an independent provider and not Moraa’s employee, agent, partner, or representative. Each party is responsible for its own acts and obligations. The Terms’ indemnification, limitation-of-liability, disclaimer, dispute-resolution, and governing-law provisions apply. Creator’s indemnification obligations, to the extent provided in the Terms, concern third-party claims arising from Creator Content, Creator Offerings, Creator’s professional conduct, Creator’s breach, or Creator’s violation of third-party rights, and do not extend solely to Moraa’s independent misconduct, platform defects, or breach of its own obligations.

12. Suspension, withdrawal and termination

Creator may request removal of a Marketplace Offering or withdraw from new Marketplace participation, subject to existing Participant rights, outstanding transactions, and other surviving obligations. Existing Participant access periods and delivery commitments must be honored as provided in the Terms and applicable purchase terms. Withdrawal or delisting does not authorize Moraa to continue new sales of Creator’s paid Offering without Creator’s authorization, except as separately agreed. Moraa may suspend, delist, or terminate Marketplace participation for legal, safety, integrity, quality, fraud, payment-risk, or material compliance reasons, with notice and an opportunity to address issues where reasonable and legally permitted. Accrued fees, refunds, chargebacks, payout obligations, licenses needed for existing Participant access, confidentiality, and other provisions intended to survive remain effective.

13. Updates and order of precedence

Moraa may update this Agreement with appropriate notice for material changes and may require renewed affirmative acceptance where appropriate or legally required. Updates will not retroactively alter completed transactions, accrued payment rights, or express time-limited commercial commitments. In particular, general updates cannot reduce or override a Founding Creator’s protected 10% Marketplace Fee, subscription-fee waiver, or other expressly committed Founding Benefits during the Founding Benefit Period without that Creator’s affirmative agreement. For Marketplace-specific matters, a signed or affirmatively accepted Creator-specific commercial addendum controls over this Agreement to the extent of a direct conflict; this Agreement otherwise controls over the Terms solely for Marketplace-specific matters.

Questions: contact@moraa.co. Moraa, Inc. (doing business as Moraa Learning in California).