Designer Agreement

Last updated: January 11, 2026

This Designer Agreement (hereinafter referred to as "this Agreement") is entered into by LumaLark LLC (hereinafter referred to as "LumaLark" or "Platform") and the certified designer (hereinafter referred to as "Designer" or "You") who submits designs through the LumaLark community.

The Designer must expressly agree to this Agreement by electronic signature on the LumaLark platform (by checking the box "I have read and agree to the Designer Agreement" and clicking the confirmation button). The Designer may contact us through the methods listed in Section 16 to obtain a paper copy of this Agreement. The Platform will retain a record of the Designer's electronic consent (including timestamp). This Agreement takes effect on the date the Designer becomes certified. Designs submitted during the certification application period are not governed by this Agreement.

1. Definitions

"Design": Refers to the original jewelry design proposals you submit through the LumaLark platform, including but not limited to design sketches, CAD files, technical drawings, 3D models, digital renderings, video demonstrations, mood boards, color schemes, material selections, and production instructions
"Platform Asset Library": Refers to the standardized bead, component, and material library provided by LumaLark
"Selected Design": Refers to a design that has been selected for production through community voting or Platform review
"Standard Retail Price": Refers to the current official retail price of a Selected Design on the Platform (excluding any discounts or promotional reductions). If the Platform makes a non-promotional permanent adjustment to the Standard Retail Price, the adjusted price shall prevail, and the Platform shall provide the Designer with written notice 14 days prior to the adjustment taking effect. A promotional price adjustment lasting more than 90 consecutive days shall be deemed a non-promotional permanent adjustment, and the notice obligation under this clause shall apply
"Net Sales": Refers to the amount calculated by deducting refunds, sales tax/VAT/duties legally borne by the consumer, and shipping fees from the Standard Retail Price. Discounts and promotions initiated by the Platform shall not be deducted from Net Sales
"Platform-Initiated Refund": Refers to a refund proactively initiated by the Platform based on its customer service policies (e.g., "refund without return"), as distinguished from refunds resulting from consumer complaints, after-sales disputes, or product quality issues
"Commission Period": Refers to the full period from the date a Selected Design is first listed for sale to the date the exclusive license for that design terminates. The first 12 calendar months from the date of first listing shall be the "Tiered Commission Period," and the continuing period thereafter shall be the "Maintenance Commission Period"
"Substantial Similarity": Refers to a situation where the overall visual impression of two designs is sufficient to cause an average consumer to confuse them or regard them as works from the same collection. Factors that may be considered include but are not limited to overall shape and silhouette, signature color combinations, distinctive weaving techniques or structures, and material combination methods, though the determination shall be based on overall impression rather than a mechanical element-by-element comparison. In the event of a dispute, after the Platform issues a preliminary determination, the Designer may submit a rebuttal within 21 days (the Designer may request a single extension of no more than 14 days within the deadline, which the Platform shall not unreasonably refuse). If the parties cannot reach an agreement, an independent jewelry design expert jointly appointed by both parties shall issue an opinion (the expert's fees shall be borne 50% by each party, regardless of the expert's conclusion. The expert's opinion shall be binding on both parties. If the parties cannot agree on the selection of an expert within 30 days, the appointment shall be made by the relevant industry association)
Affiliate: refers to an entity that directly or indirectly controls, is controlled by, or is under common control with a party. Control refers to directly or indirectly holding more than 50% of voting equity or equivalent interests

2. Designer Eligibility

2.1 Certification Process

Designers must complete the following process to obtain certification (specific quantitative criteria are detailed in the Designer Certification Standards published on the platform's official website; amendments to such standards are subject to the modification procedures set forth in Section 14.3):

Register a LumaLark community account
Actively participate in the community and build reputation
Submit a certification application after meeting the activity requirements specified in the Designer Certification Standards
Obtain certified designer status upon passing the platform's review

2.2 Qualification Maintenance

The maintenance of certified designer status is based on the designer's voluntary participation in the community, with reference to the Community Activity Standards and code of conduct requirements published by the platform (amendments to such standards are subject to the modification procedures set forth in Section 14.3). The platform reserves the right to revoke certification status under the following circumstances:

For 12 consecutive months without submitting any designs or participating in community activities
Violation of this Agreement or the platform's code of conduct
Submitting non-original or infringing designs

Prior to revoking certification, the platform shall provide the designer with 14 days' advance written notice stating the reasons for the proposed revocation. The designer may submit a written response within 14 days of receiving such notice. Where revocation is due to submission of infringing designs (as reasonably determined by the platform with preliminary evidence provided), the platform may first suspend the designer's certification status, and the designer shall still have the right to submit a written response within 14 days; after the response period expires, the platform shall decide whether to formally revoke or reinstate the certification based on the review results.

Revocation or suspension of certification status shall not affect the rights and obligations under designs already selected, including but not limited to exclusive licenses, commission validity periods, and commission payment obligations.

3. Design Submission

3.1 Submission Requirements

All submitted designs must:

Be the designer's original work (use of AI-assisted tools is permitted; see Section 3.4)
Preferably use materials from the platform's material library to ensure reproducibility in production. Designers may propose the use of materials outside the library, which may be incorporated into the design upon review and approval by the platform
Be accompanied by complete design documentation (including a bill of materials, craftsmanship requirements, and dimensional specifications)
Not infringe upon any third party's intellectual property rights
Meet the technical requirements set forth in the Design Submission Guidelines published by the platform

3.2 Design Review

The Platform reserves the right to review submitted designs and may reject any design for reasons of quality, feasibility, compliance, or other reasonable grounds. For designs created with AI-assisted tools, the Platform may require designers to provide evidence of the modification process (such as before-and-after comparison screenshots) and has the right to determine, based on the extent and creativity of the modifications, whether the standard of Substantive Creative Modification as stipulated in Section 3.4 has been met (detailed review guidelines are available in the AI-Assisted Design Review Guide published by the Platform). Designers who disagree with the review outcome may submit a written appeal within 14 days of receiving the rejection notice, and the Platform shall review and respond within 10 business days. The intellectual property rights of rejected designs shall remain with the designer.

3.3 Community Voting

Submitted designs will go through a community voting and/or Platform review process. Community voting results serve as an important reference for the Platform's production decisions, but the Platform retains final decision-making authority. If the Platform overrules a design that has passed community voting, it shall provide the designer with a reasonable explanation via the Platform's internal messaging system.

3.4 AI-Assisted Design

Designers may use artificial intelligence tools (including but not limited to the AI design generator provided by the Platform) to assist in completing designs. Designs created with AI assistance must meet the following conditions:

Designers must make substantive creative modifications to the AI-generated initial draft (including but not limited to adjusting color schemes, changing structures, substituting materials, and modifying craftsmanship), so that the final design reflects the designer's independent aesthetic judgment
Designers must truthfully disclose the use of AI tools upon submission (including the names of the tools used and the stages in which AI was involved)
Designers shall bear full responsibility for the representations and warranties under Section 7.2 with respect to the final submitted design, including ensuring the design does not infringe upon any third party's intellectual property rights
Purely AI-generated designs that have not undergone substantive creative modification by the designer shall not be considered original works and will not be accepted
Copyright Risk Allocation: If, due to AI involvement, part or all of a selected design is determined by a judicial authority or copyright registration authority to be unprotectable by copyright, the resulting risks (including but not limited to lawful reproduction of the design by third parties) shall be borne by the designer. Confirmed commission obligations within the commission validity period shall not be affected; however, if the core portion of a selected design is determined by a final judicial ruling to be unprotectable by copyright, the Platform shall have the right to terminate the exclusive license for that design without bearing liability for breach of contract, and unconfirmed commission obligations shall terminate simultaneously. The Platform has the right to require the designer to provide evidence of Substantive Creative Modification (such as before-and-after comparison screenshots) during the copyright registration and enforcement process

3.5 Platform Integrity

The following actions constitute a breach of contract, and the Platform has the right to revoke the selection status of the relevant designs and take corresponding measures based on the severity of the violation:

(1) Material Breach (the Platform reserves the right to terminate this Agreement immediately):

Registering with a false identity or impersonating another person
Submitting another person's design and passing it off as original work
Manipulating, colluding, or artificially influencing community voting results in any way (including but not limited to using multiple accounts to inflate votes, organizing or purchasing votes)
Interfering with, disrupting, or attempting to gain unauthorized access to Platform systems in any way

(2) General Breach (the Platform shall first issue a written warning; if the Designer fails to remedy the breach within 14 days, the Platform may suspend their certification status; in the event of a repeated violation, the Platform may terminate this Agreement):

Maliciously submitting a large volume of low-quality designs to exhaust Platform review resources

4. Intellectual Property

4.1 Rights Retained by the Designer

The Designer retains the original copyright in their submitted designs. This Agreement does not constitute a transfer of copyright. Designs submitted by the Designer do not constitute a "work made for hire" as defined in Section 101 of the U.S. Copyright Act (17 U.S.C.). The Designer is the sole author of their original designs.

4.2 Platform License

For selected designs, the Designer grants LumaLark:

Exclusive production and sales license: LumaLark holds the exclusive right to produce finished products from selected designs and sell them
Non-exclusive display and promotion license: LumaLark may use design images and designer information (including the designer's name, profile photo, bio, and personal stories related to the design) on its website, social media, advertisements, and marketing materials
Production adaptation authorization: The designer agrees that reasonable adaptations and adjustments made by the platform to selected designs for mass production purposes (referring to process and material adjustments that do not alter the overall visual effect of the design, including but not limited to minor adjustments to metal alloy ratios, process adaptations of prong setting angles, material substitutions, minor size adjustments, and process simplification) do not constitute an infringement of the integrity of the work. For significant modifications beyond the scope described above that may alter the overall visual effect of the design, the platform shall provide prior written notice to the designer and seek their input. To the maximum extent permitted by applicable law, the designer irrevocably waives moral rights in the selected designs, while retaining the right of attribution and the right to remove attribution as set forth in Section 4.4. In jurisdictions where moral rights cannot be waived under applicable law, the designer irrevocably undertakes not to assert moral rights claims against production adaptations carried out by the platform pursuant to this section
Non-joint work declaration: Both parties expressly agree that the designer and the platform's sample makers and craftspeople do not intend to create a "joint work" as defined in Section 101 of the U.S. Copyright Act. Creative contributions made by sample makers and craftspeople during the production adaptation process shall be handled in accordance with Section 4.7
The scope of the license is worldwide, and the license term is set forth in Section 9
The license is transferable, but only in the following circumstances: to LumaLark affiliates, and to successors in a merger, acquisition, or sale of all or substantially all assets. In the event of such a transfer, LumaLark must provide written notice to the designer 30 days prior to the closing of the transaction (or within 5 business days after the closing is publicly announced, whichever is earlier; change of control notices are also subject to Section 14.4), specifying the identity of the successor and the arrangements for the successor's assumption of the terms of this Agreement. If the successor makes materially adverse changes to this Agreement within 12 months after closing (specifically: reducing commission rates, shortening commission validity periods, expanding the scope of exclusive license restrictions, or increasing the designer's representations and warranties obligations), the designer shall have the right to elect in writing to terminate the exclusive license for the applicable selected design within 60 days of receiving notice of such changes. In addition, in the event of a change of control of LumaLark (including a change of direct or indirect control), if the successor fails to confirm in writing its assumption of all terms of this Agreement within 30 days after the closing, the designer shall have the right to provide written notice to the platform to initiate good faith negotiations within 30 days after the expiration of the successor's confirmation period, with a negotiation period of 30 days; if negotiations are unsuccessful, the designer may elect in writing to terminate the exclusive licenses for all selected designs under this Agreement

4.3 Non-Selected Designs

Designs that are not selected may be freely used by the designer without restriction under this Agreement.

4.4 Designer Attribution

LumaLark commits to crediting the designer's attribution on product pages and related marketing materials, unless the designer requests anonymity in writing. When the platform uses the designer's name, profile photo, or personal stories in new marketing activities beyond product pages (such as social media promotions, co-branded events, or offline exhibitions), it shall notify the designer via the platform's in-site messaging system 48 hours prior to publication. If the designer believes the final product significantly deviates from their design intent and may damage their reputation, they have the right to request in writing that the platform remove the attribution, and the platform shall comply within 10 business days. The license to use the designer's name, profile photo, and personal stories under Section 4.2 shall automatically terminate upon the designer's death, unless the designer's estate administrator provides written consent to continue.

4.5 Restrictive Effect of Exclusive License

(a) Natural restrictions of the exclusive license: Given that the designer has granted the platform an exclusive production and sales license pursuant to Section 4.2, during the term of such exclusive license, the designer shall not grant any third party rights that conflict with the exclusive license under this Agreement, nor shall the designer produce or sell, whether independently or through others (including but not limited to family members, affiliates, or agents acting under the designer's control or direction), the selected designs or derivative designs that are substantially similar thereto. If the exclusive license for a selected design has been automatically terminated pursuant to Section 6.6(c) or Section 9.3, the restrictions under this section shall be released simultaneously. In jurisdictions where applicable law prohibits or restricts non-compete agreements, this section shall apply only to the maximum extent permitted by law.

(b) Designer's Creative Freedom: The restrictions under this Section are solely a necessary consequence of the exclusive license and do not constitute a restriction on the Designer's general commercial activities. The Designer retains full freedom to create and sell through any channel other original designs that do not constitute substantial similarity.

(c) Remedies for Breach:

First Violation: Written warning + commission freeze for the affected design for 60 days
Repeat Violation: Suspension of commission for the affected design until the violation is remedied; the Platform reserves the right to claim proven actual damages
Serious or Persistent Violation: Immediate termination of this Agreement + the Platform reserves the right to pursue damages for breach

(d) Monitoring and Burden of Proof: The Platform reserves the right to proactively monitor violations among jewelry products sold on publicly accessible commercial platforms through technical means such as image recognition comparison (excluding the Designer's private social media, personal websites, or offline activities). In the event of a dispute, the Platform shall provide reasonable similarity comparison evidence, and the Designer shall have the right to submit a written rebuttal within 14 days.

4.6 Copyright Registration and Enforcement Authorization

(a) Copyright Registration: The Designer grants LumaLark an irrevocable authorization during the term of the exclusive license to file copyright registration applications for the Selected Designs in the Designer's name with the U.S. Copyright Office or copyright registration authorities in other jurisdictions. Registration fees shall be borne by the Platform. The Designer shall provide necessary cooperation upon the Platform's reasonable request (including but not limited to signing documents required for registration).

(b) Enforcement Authorization: The Designer grants LumaLark an irrevocable authorization during the term of the exclusive license to take legal action against infringement of the Selected Designs in the Platform's name or the Designer's name (as required by legal proceedings), including but not limited to sending cease and desist letters, filing lawsuits, and seeking injunctions. The Designer shall provide necessary cooperation upon the Platform's reasonable request (including but not limited to testifying in court and signing litigation documents).

(c) Enforcement Costs and Damages Allocation: For enforcement actions initiated by the Platform, legal costs shall be borne by the Platform. Recovered damages, after deducting enforcement costs, shall be allocated 50% to the Platform / 50% to the Designer .

(d) Designer's Fallback Enforcement Right: If the Platform fails to take substantive action within 60 days after becoming aware of an infringement, the Designer shall have the right to notify the Platform in writing of their intention to enforce independently, and the Platform may elect to assume enforcement within 15 days of receiving such notice (in which case subsection (c) of this Section shall apply). If the Platform does not assume enforcement within such period, the Designer shall have the right to enforce independently, provided that the Designer shall not do so in the Platform's name or in a manner that may harm the Platform's business relationships. Legal costs for the Designer's independent enforcement shall be borne by the Designer, and recovered damages, after deducting enforcement costs, shall be allocated 70% to the Designer / 30% to the Platform .

(e) Duration of Enforcement Authorization: The authorization under this Section shall remain in effect during the term of the exclusive license (including the post-termination inventory sell-off period). Upon termination of the exclusive license, the enforcement authorization shall automatically terminate, and the copyright registration records shall be cooperatively amended or transferred back within 30 days after the Designer's written request.

4.7 Ownership of Rights in Sample Makers' Creative Contributions

LumaLark's sample makers, craftspeople, and other personnel involved in transforming a designer's draft into a mass-producible finished product (whether employees or contractors) — all creative contributions they generate during the production adaptation process (including but not limited to process optimization, structural adjustments, and material substitution solutions) constitute LumaLark's works made for hire or have been assigned to LumaLark through separate agreements.

The intellectual property composition of the final product is as follows:

The designer's original design concept and artwork → Copyright owned by the designer (per Section 4.1), with the Platform holding an exclusive license (per Section 4.2)
Sample makers' and craftspeople's production adaptation contributions → Copyright owned by LumaLark

LumaLark represents and warrants that it has executed valid intellectual property assignment or work-made-for-hire agreements with all employees and contractors involved in the production adaptation of selected designs.

Based on the lawful combination of the above two categories of rights, the Platform holds complete commercial usage rights to produce and sell the final products.

5. Commission

5.1 Commission Rate and Effective Period

Certified Designers earn commissions from sales of their selected designs during the Commission Effective Period. The Commission Effective Period covers the entire duration of the exclusive license and is divided into two phases:

(i) Tiered Commission Period (within 12 calendar months):

1 – 100 units: 5%
101 – 1,000 units: 8%
1,001 units and above: 10%

The commission rate is calculated based on the cumulative sales volume of each individual design. Upon reaching a higher tier, only the incremental sales are subject to the new rate (non-retroactive). When the cumulative sales of a selected design reach a commission tier threshold, the platform shall specifically note this in that month's commission report and notify the designer via the platform's internal messaging system.

(2) Maintenance Commission Period (after the expiration of the tiered commission period, during the remaining term of the exclusive license):

All sales are calculated at a uniform 2% maintenance commission rate, and the tiered structure no longer applies.

5.2 Commission Calculation

Commission is calculated based on net sales. Key rules are as follows:

Discount Protection: Discounts and promotional campaigns initiated by the platform do not affect the commission calculation base. Commission is always calculated based on the standard retail price (after deducting refunds, taxes, and shipping fees)
Refund Classification:

Platform-Initiated Refunds (e.g., refund-only-no-return and other customer service policies): Not deducted from the designer's commission; the loss is borne by the platform
Quality-Related Refunds (caused by production quality issues on the platform's part): Not deducted from the designer's commission
Other Refunds (returns and refunds initiated due to consumer's personal reasons, after-sales disputes, etc.): If occurring within 30 days after shipment, the calculated commission will be correspondingly deducted from the next settlement period. Refunds beyond 30 days do not affect previously settled commissions

Order Confirmation: An order is deemed Confirmed 15 days after shipment with no after-sales disputes
Bundle Sales: When a selected design is sold as part of a bundle with other products, the commission base for that design shall be its standard retail price when sold individually; if the design has never been sold individually, the commission base shall be determined by allocating the bundle price proportionally based on the reasonable fair value of each component product

5.3 Payment Method and Schedule

Commissions are denominated in USD -denominated
Commissions are settled on a monthly basis: the 5th of each month is the billing settlement date for the previous month (tallying confirmed order commissions from the 1st through the end of the previous month), and payment is completed by the 19th of each month after verification
The minimum withdrawal amount is $25; commissions below this threshold will be carried over to the next period
Payment methods (designers may choose any one of the following):

Bank Transfer (default method): Paid to the designer's designated bank account via local bank transfer through the platform's partnered global payment network (Airwallex). Transfer fees are borne by the platform
PayPal: Available for those who prefer PayPal or in regions where bank transfer is unavailable. Transfer fees are borne by the platform; any receiving fees charged by PayPal itself to the designer are borne by the designer
Payoneer / Wise: Available in regions where the above methods are unavailable, or at the designer's personal preference. Transfer fees are borne by the platform
Stablecoin (USDT/USDC): Available only when (i) permitted by the laws of the jurisdictions of both parties, and (ii) the platform or its designated service provider has obtained the applicable money transmission license or compliance exemption. The designer must proactively apply through the platform account settings and complete the KYC (Know Your Customer) verification required by the platform. Conversion is based on the USD equivalent on the date of payment

Exchange rate gains or losses from converting USD to the designer's local currency are borne by the designer
The Designer is responsible for providing accurate payment information and reporting taxes in accordance with the laws of their jurisdiction

5.3A Payment Guarantee and Delay Handling

LumaLark commits to maintaining at least two independent payment channels to ensure normal commission disbursement. If commissions cannot be disbursed on time due to payment platform freezes, technical failures, or other payment channel obstacles, the following rules apply:

0 – 15 days: Platform obligation: Notify the Designer in writing within 48 hours and complete payment on time through a backup payment channel; Designer right: Receive payment as normal
15 – 60 days (all available channels affected): Platform obligation: Update the Designer on progress every 15 days and disburse all outstanding payments within 10 business days after the obstacle is resolved; Designer right: May suspend new design submissions; tiered commission periods shall be extended accordingly
Over 60 days: Platform obligation: Disburse all outstanding payments within 10 business days after the obstacle is resolved, plus late interest calculated at the U.S. Federal Funds Rate + 2% (annualized); Designer right: May terminate the Agreement by written notice, and termination takes effect if the Platform has not remedied the situation within 30 days after such notice; the exclusive license restrictions on affected Selected Designs shall be released (without affecting unaffected Selected Designs)

Payment channel obstacles do not exempt LumaLark from its commission payment obligations; they only delay the timing of performance. For delays caused by third-party payment platforms (rather than LumaLark itself), provided the Platform has actively attempted payment through backup channels, the accrual of late interest for delays exceeding 60 days shall be deferred to 15 days after。

5.4 Commission Disputes

If the Designer disputes a commission calculation, the Designer shall raise the dispute in writing within 30 days of receiving the commission report. The Platform shall review and respond within 30 business days. If the Platform fails to respond by the deadline, the disputed commission amount shall be automatically frozen (neither disbursed nor deducted), and the dispute shall automatically proceed to the dispute resolution procedure under Section 11. Frozen commissions shall be handled in accordance with the outcome upon resolution of the dispute.

5.5 Sales Record Audit

(a) Routine Inquiry: The Designer has the right to request in writing, once per year, a review of the sales record summary for their Selected Designs, including sales volume, net sales, and commission calculation details. The Platform shall provide the relevant records within 30 days of receiving the request.

(b) Independent Audit: Designers whose cumulative commissions exceed $1,000 have the right to engage, once per year, a mutually agreed-upon independent third-party auditor to examine the underlying sales and refund records. If the parties cannot agree on the selection of an auditor within 30 days, an independent auditor shall be appointed by the American Arbitration Association (AAA). The audit requires 30 days' prior written notice to the Platform and shall be conducted during normal business hours. If the audit reveals a commission calculation discrepancy exceeding 5%, the audit costs shall be borne by the Platform and the Platform shall make up the shortfall within 30 days; otherwise, the audit costs shall be borne by the Designer.

6. Production and Quality Control

6.1 Production Rights

Production of selected designs is solely managed by LumaLark. The platform produces based on design specifications and gold sample standards, and reserves the right to make necessary adjustments based on material availability, production processes, or quality requirements without altering the core design features.

6.2 Gold Samples

A gold sample will be produced for selected designs before mass production. The platform will notify the designer to confirm the sample via both email and platform messaging, and the designer will have a 10-business-day confirmation period. During the confirmation period, the designer may submit revision comments via email or platform messaging (the registered mail requirement under Section 14.5 does not apply), and the platform shall give them reasonable consideration. If the designer has not responded by business day 8, the platform shall send a reminder notice. If the designer still has not responded by the end of the confirmation period, the designer shall be deemed to have approved the current sample, provided that this does not relieve the platform of its obligation to faithfully reproduce the core design features.

6.3 Quality Standards

All products must pass the platform's quality inspection standards. Returns or complaints caused by the platform's production quality issues (rather than design defects) shall not affect the designer's commission (except for commission deductions due to refunds on sold products).

6.4 Minimum Listing Timeline

Selected designs shall complete initial production and be listed for sale within 9 months of selection (except in cases of force majeure events, see Section 13). If the platform fails to list the product within this period, the designer may provide written notice to the platform, and the platform shall either list the product or release the exclusive license for that design within 30 days of receiving the notice.

6.5 Product Safety and Compliance

The platform is responsible for ensuring that products comply with product safety laws and standards of the destination country/region. All LumaLark products are sold exclusively to consumers aged 14 and above (consumers under 16 must obtain parental or guardian consent to purchase), and appropriate age warnings must be displayed on product pages and packaging. Designers shall truthfully disclose any known safety risks (such as allergenicity) of the materials used when submitting their designs.

6.6 Product Listing and Delisting Management

(a) Platform-Initiated Delisting Notice: If the Platform delists a Selected Design during the exclusive license period for operational reasons (not safety/compliance reasons), it must provide the Designer with 7 days' prior written notice stating the reasons. During the Tiered Commission Period, the delisting period shall result in a corresponding extension of the Tiered Commission Period (i.e., the days of delisting shall not count toward the 12-month validity period).

(b) Compliance/Safety Emergency Delisting: If emergency delisting is required due to product safety, legal compliance, or intellectual property disputes, the Platform may act immediately without prior notice, but must inform the Designer in writing of the reasons and estimated restoration time within 48 hours.

(c) Post-Tiered Commission Period Delisting and Release: After the Tiered Commission Period expires, if the Platform delists the Selected Design and does not relist it for sale for 6 consecutive months, the exclusive production and sales license for that design shall automatically terminate, and the Designer shall regain full rights. However, the Designer may not use the creative contributions made by the Platform's sample artisans during the production adaptation process (the copyright of such contributions shall remain with LumaLark in accordance with Section 4.7).

(d) Designer's Right to Request Delisting: If the Designer has reasonable grounds to believe that a product being sold seriously damages their professional reputation (e.g., the finished product quality seriously deviates from the design intent), the Designer may submit a written request to the Platform for delisting. The Platform shall review and respond within 15 business days. If delisting is approved, it shall be handled in accordance with subsection (a) of this Section.

(e) New Market Launch Notice: When the Platform launches a Selected Design in a new country/region market for the first time, it shall notify the Designer via the Platform's internal messaging system 14 days prior to launch, specifying the destination country/region. If the Designer objects to a specific market for sanctions compliance or other reasonable grounds, the Designer may submit a written request to exclude their design from that market within 7 days.

7. Representations and Warranties

7.1 Representations and Warranties of the Platform

LumaLark represents and warrants that:

LumaLark is a limited liability company duly organized and validly existing under the laws of its jurisdiction of incorporation
LumaLark has the authority to enter into this Agreement and perform its obligations hereunder
LumaLark shall use commercially reasonable efforts to perform its obligations under this Agreement, including timely payment of commissions and maintenance of payment channels
LumaLark shall comply with applicable product safety regulations and consumer protection laws
LumaLark will take commercially reasonable technical and security measures to protect design files submitted by Designers
LumaLark will record and report sales data and commission calculations in accordance with industry practices
LumaLark will not use designs submitted by Designers beyond the scope authorized under this Agreement
LumaLark has entered into valid intellectual property assignment or work-for-hire agreements with all employees and contractors involved in the production adaptation of selected designs

7.2 Designer's Representations and Warranties

The Designer represents and warrants that:

The Designer is at least 18 years of age, has full civil capacity, and has the authority to enter into this Agreement
All designs submitted are original works (including designs completed with the use of AI-assisted tools in accordance with Section 3.4) and do not infringe upon any third party's copyrights, trademark rights, patent rights, or other intellectual property rights
If AI-assisted tools were used, the Designer has truthfully disclosed such use and confirms that substantial creative modifications were made to the final design
The Designer has the right to grant the licenses set forth in this Agreement
The submitted designs do not contain any illegal, harmful, or objectionable content
The Designer will truthfully disclose any potential conflicts of interest
The Designer has truthfully disclosed known safety risks of the selected materials
Designs submitted by the Designer are not subject to any exclusivity, non-compete, or right-of-first-refusal agreements with third parties, and the Designer has full right to grant the licenses under this Agreement
To the best of the Designer's knowledge, neither the Designer nor their immediate family members (defined as spouse and minor children) appear on any applicable international sanctions lists (including but not limited to the U.S. OFAC SDN List, EU Sanctions List, and UN Sanctions List), nor are they located in any comprehensively sanctioned country/region
The Designer shall not in any way manipulate, collude, or artificially influence community voting results

8. Limitation of Liability and Indemnification

8.1 Designer's Indemnification Obligations

If designs submitted by the Designer infringe upon third-party intellectual property rights, or if the Designer breaches the representations and warranties under Section 7.2 of this Agreement, resulting in claims, losses, or expenses (including but not limited to reasonable attorney's fees, product recall costs, and inventory destruction costs) incurred by LumaLark, the Designer agrees to indemnify and hold LumaLark harmless.

The Platform shall have the right to deduct from the Designer's future commissions under this Agreement (including commissions from the selected design and the Designer's other selected designs) the indemnification amount as determined by a final adjudication or confirmed in writing (including electronic signatures) by authorized representatives of both parties, until the full indemnification amount has been recovered. The deduction for each period shall not exceed 75% of the commissions payable for that period. Once the indemnification amount is confirmed, if the Designer terminates this Agreement, any unrecovered indemnification balance shall become immediately due and payable.

8.2 Platform's Indemnification Obligations

LumaLark agrees to indemnify and hold the Designer harmless from claims, losses, or expenses (including but not limited to reasonable attorney's fees) arising from the following:

Production quality defects by LumaLark (as opposed to inherent defects in the design itself) that cause personal injury or property damage to consumers, thereby resulting in claims against the Designer by association due to their credited authorship
LumaLark's breach of the representations and warranties under Section 7.1 of this Agreement
LumaLark's unauthorized use of the Designer's designs beyond the scope licensed under this Agreement
Breach by LumaLark of its data protection obligations under Section 12 resulting in the disclosure of the Designer's personal data

8.3 Limitation of Liability

Except in cases of willful misconduct or gross negligence:

The Designer's total aggregate liability arising from this Agreement shall not exceed 2 times the cumulative commissions paid for the selected design, or $5,000 (whichever is greater)
LumaLark's total aggregate liability arising from this Agreement shall not exceed 10 times the cumulative commissions paid for the selected design, or $50,000 (whichever is greater)

The above limitations shall not apply to claims arising from intellectual property infringement. For the avoidance of doubt, the Designer's indemnification obligations for intellectual property infringement under Section 8.1 shall not be subject to any monetary cap.

8.4 Disclaimer

To the maximum extent permitted by law, neither party shall be liable to the other for: indirect losses, incidental losses, or loss of goodwill. This section shall not apply to direct commission losses caused by a party's breach of this Agreement (commission losses shall not be excluded as lost profits). With respect to punitive damages, this waiver shall not apply to claims arising from willful fraud or bad faith conduct. Both parties acknowledge that they have read and understood this provision.

8.5 Commission Reserve

To ensure the enforceability of indemnification obligations under Section 8.1, the Platform shall have the right to withhold 15% of each commission payment due as a Reserve. The Reserve shall be released to the Designer in the next settlement cycle after 12 months from the confirmation of the corresponding order, provided there are no pending intellectual property disputes related to the design.

If an intellectual property dispute arises during the retention period, the relevant Reserve shall be frozen until the dispute is resolved. Upon resolution, if the Designer is not liable for indemnification, the frozen Reserve shall be released together with interest calculated at an annualized rate of 3% ; if the Designer is liable for indemnification, the Reserve shall first be applied to offset the indemnification amount, and any shortfall shall be deducted from future commissions in accordance with Section 8.1.

8.6 Claims Notice and Cooperation

(a) Notice Obligation: Either party, upon becoming aware (meaning reasonably should have known of the existence of a claim, including receipt of legal documents in a foreign language) of a third-party claim related to this Agreement, shall provide written notice to the other party within 21 days, along with reasonable details of the claim (including the identity of the claimant, the claim amount, and the principal grounds). Notice may initially be sent in the form of a brief email, with detailed information to be supplemented within 30 days.

(b) Cooperation Obligation: The indemnifying party shall cooperate with the indemnified party's defense to a reasonable extent, including but not limited to providing relevant documents, attending hearings, or giving testimony.

(c) Consequences of Late Notice: Failure by the indemnified party to notify the indemnifying party within the above-specified period shall not relieve the indemnifying party of its indemnification obligation, but the indemnifying party shall not be liable for the portion of losses that were reasonably and demonstrably increased as a result of the delayed notice.

(d) Defense Control: For third-party claims involving intellectual property infringement, the Platform reserves the right to lead the defense strategy and settlement negotiations. Without the Platform's prior written consent, the Designer shall not independently reach a settlement with the claimant. The Platform shall seek the Designer's input before settling; settlement terms shall not include any clause in which the Designer admits infringement or fault, unless the Designer provides written consent.

(e) Intellectual Property Complaint Notice: Upon receiving any intellectual property complaint, DMCA notice, trademark opposition, or similar assertion (that has not yet escalated to a formal claim) against a Selected Design, the Platform shall inform the relevant Designer in writing of the substantive content of the complaint/notice within 7 business days.

9. Term and Termination

9.1 Term

This Agreement shall take effect on the date the Designer obtains certification and shall remain in effect until terminated by either party.

9.2 Termination Methods

The Designer may terminate this Agreement at any time by providing written notice to LumaLark with 30 days' advance notice
The Designer may terminate this Agreement under the following circumstances, and the exclusive license for affected Selected Designs shall be released (without affecting unaffected Selected Designs). Before exercising the following termination rights, the Designer shall first provide written notice to the Platform and allow a 30-day good-faith negotiation period (if the Platform completes the correction within the negotiation period, the termination right shall be extinguished):

LumaLark has been in arrears on commission payments for more than 60 consecutive days and has not rectified the issue within the negotiation period (interest and specific procedures shall be handled in accordance with Section 5.3A)
LumaLark uses the Designer's designs beyond the scope authorized under this Agreement without authorization, and after written notice from the Designer, fails to cease further unauthorized use within 7 business days, or fails to complete all corrections within 30 days fails to complete all corrections
LumaLark materially breaches its data protection obligations under Section 12. A material breach refers to the following circumstances: (i) a data breach incident affecting the personal data of more than 100 Designers; (ii) the Platform intentionally or through gross negligence breaches its cross-border data transfer obligations under Section 12.6; or (iii) the Platform fails to initiate any remedial measures within 7 days of becoming aware of a data breach

LumaLark may terminate this Agreement under the following circumstances:

The Designer breaches this Agreement (and fails to rectify within 14 days after written notice)
The Designer submits an infringing design (immediate termination permitted)
The Designer breaches the exclusivity license restrictions under Section 4.5 (remedies shall be carried out in accordance with Section 4.5(c))
Major business adjustments of the Platform (including cessation of Designer program operations, significant reduction in the scope of Platform business, the Platform entering liquidation/bankruptcy proceedings, or LLC dissolution/administrative revocation), with 60 days' prior notice (in the case of LLC dissolution/administrative revocation, the notice period shall be calculated from the date the Platform becomes aware thereof)

9.3 Effects After Termination

For designs that were selected and on sale prior to termination, LumaLark may continue to sell existing inventory for 12 months after termination and shall pay commissions in accordance with this Agreement (subject to the commission validity period)
For inventory that remains unsold after the expiration of such period, the exclusive use license shall automatically terminate, and the Designer shall regain full rights
After termination, new production licenses shall automatically terminate (unless otherwise agreed in writing)
Section 4.1 (Designer Retains Copyright), Section 7 (Representations and Warranties), Section 8 (Limitation of Liability and Indemnification), Section 10 (Confidentiality), and commission payment obligations of this Agreement shall survive termination
The exclusivity license restriction under Section 4.5 shall continue to apply to Selected Designs created prior to termination after termination, for a duration consistent with the inventory sell-off period (i.e., within 12 months after termination, or the date all inventory is sold out, whichever is earlier)
Post-Termination Treatment of Intellectual Property:

Upon expiration of the inventory sell-off period, the non-exclusive display and promotional license under Section 4.2 shall simultaneously terminate. The Platform shall not use images of terminated designs or Designer information in new marketing campaigns
Subject to applicable data protection laws, historical marketing content published during the term of the Agreement or the inventory sell-off period (such as social media posts, printed brochures) need not be proactively deleted or recalled, but shall not be used in new promotional campaigns. If the Designer requests deletion of personal data pursuant to Section 12.4(c) or applicable data protection laws, the Platform shall cooperate to the extent reasonably practicable to delete digital marketing content containing such Designer's personal information
If the Platform has conducted copyright registration on behalf of the Designer pursuant to Section 4.6, it shall cooperate to complete the change or transfer of registration information within 30 days after receiving the Designer's written request
The copyright in the creative contributions of LumaLark's sample makers attributed to LumaLark under Section 4.7 shall not be affected by termination of the Agreement
Section 6.6(c) (delisting and release after the tiered commission period) shall continue to apply after termination of the Agreement

10. Confidentiality

Both parties agree to maintain confidentiality obligations with respect to the other party's trade secrets and confidential information learned during the course of the collaboration (including but not limited to commission rates, sales data, unpublished design proposals, supply chain information, and production processes).

The confidentiality obligations shall remain in effect for 5 years after termination of the Agreement. For information constituting trade secrets (such as core supply chain data, commission structure systems), the confidentiality obligations shall remain in effect until such information ceases to be confidential.

Confidential Information refers to information marked as Confidential in written or electronic form, as well as information that, although not so marked, a reasonable person would recognize as confidential based on the nature of the information or the circumstances of its disclosure.

The following information is not subject to confidentiality obligations: (a) information that is publicly available; (b) information lawfully in the possession of the receiving party prior to receipt; (c) information lawfully obtained by the receiving party from a third party not bound by confidentiality obligations; (d) information independently developed by the receiving party without the use of or reference to Confidential Information; (e) information required to be disclosed by law, regulation, or judicial process (provided that reasonable efforts shall be made to notify the other party in advance); (f) information disclosed to the receiving party's own legal counsel, tax advisors, or financial advisors (provided that such advisors are bound by confidentiality obligations no less stringent than those set forth in this Section).

Within 30 days after termination of the Agreement, each party shall, upon the other party's written request, return or destroy the other party's Confidential Information in its possession and provide written confirmation of completion. Information retained for legal compliance or financial audit purposes is excepted, but confidentiality obligations shall continue to apply.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules. This Section does not exclude any mandatory statutory rights that the Designer may have under the applicable laws of the Designer's country/region of residence.

11.2 Dispute Resolution Procedures

Disputes arising out of or in connection with this Agreement shall be resolved in the following order:

(a) Negotiation: The parties shall first attempt to resolve the dispute through amicable negotiation for a period of 30 days.

(b) Small Claims Simplified Procedure: For disputes involving amounts under $5,000, the parties agree to submit to mediation through an online mediation platform (an independent third-party online dispute resolution provider designated by the platform), with mediation costs borne by the platform. Mediation shall be completed within 30 days of initiation. If mediation is unsuccessful, either party may elect to submit the dispute to arbitration (in accordance with Section (c) below) or waive the claim.

(c) Arbitration: If negotiation is unsuccessful (or if mediation of a small claim is unsuccessful), the dispute shall be submitted to the American Arbitration Association (AAA) for arbitration under its International Arbitration Rules. For disputes involving amounts under $10,000, the arbitration shall be conducted on a documents-only basis (no hearing required). The seat of arbitration shall be New York, United States, and the language of arbitration shall be English. The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

(d) Emergency Relief: This Section does not affect either party's right to seek injunctive relief or other emergency remedies from a court of competent jurisdiction.

(e) Class Action Waiver: The parties agree that any dispute arising from this Agreement may only be brought in an individual capacity and not as a plaintiff or member in any class action, class arbitration, or representative action. The arbitrator shall have no authority to consolidate claims of multiple Designers or to preside over class arbitration proceedings.

(f) Arbitration Costs: For disputes involving amounts under $10,000, the arbitration filing fee shall be borne by the Platform. The arbitrator shall have the authority to determine the final allocation of other arbitration costs in the award. Non-native English-speaking parties shall have the right to engage interpreters to participate in arbitration proceedings; for documents-only hearings involving disputes under $10,000, designers may submit written materials in their native language, with translation costs borne by the Platform; in all other cases, translation costs shall be borne by the designer, provided that the arbitrator shall have the authority to allocate translation costs as part of the overall arbitration costs in the final award.

(g) Opt-Out of Arbitration Clause: A designer may opt out of the arbitration and class action waiver provisions under Sections (c), (e), and (f) of this clause by providing written notice to the Platform within 60 days of signing this Agreement. Upon opting out, disputes arising from this Agreement shall be subject to the jurisdiction of the state or federal courts in the state where LumaLark is registered. Opting out shall not affect the validity of any other provisions of this Agreement, nor shall it affect the designer's certification status or commission rights.

12. Data Privacy

12.1 Collection of Personal Data

To perform this Agreement, LumaLark will collect and process the following personal data of designers: name, contact information (email address, phone number, mailing address), payment information (bank account, payment platform account), tax forms (W-9/W-8BEN), design works and related activity data (submission records, voting data, commission records). If the Platform needs to collect personal data beyond the scope described above, it shall provide prior written notice to the designer and obtain consent. The legal bases for the Platform's processing of designer personal data are contract performance (GDPR Article 6(1)(b)) and legitimate interests (GDPR Article 6(1)(f), applicable to marketing and promotional purposes, and designers have the right to object pursuant to Section 12.4(e)).

12.2 Purposes of Data Use

Designers' personal data shall be used solely for the following purposes: (a) managing designer accounts and certification; (b) commission calculation and payment; (c) product display and marketing promotion (within the scope authorized under Section 4.2); (d) compliance with legal and regulatory obligations.

12.3 Data Protection

LumaLark shall implement technical and organizational measures commensurate with the risk to protect the security of designers' personal data, including but not limited to encrypted data transmission (TLS 1.2 or higher), encryption of data at rest, access control (based on the principle of least privilege), and regular security audits and vulnerability assessments. LumaLark shall enter into data processing agreements that comply with applicable data protection laws with third-party service providers that process designers' personal data. In the event of a data breach that may affect designers' rights and interests, LumaLark shall notify affected designers within 72 hours of becoming aware of the breach or as soon as practicable after confirming the scope of those affected, whichever is earlier. For designers who are California residents, data breach notifications shall also comply with the applicable requirements of the California Civil Code (Cal. Civ. Code) Section 1798.82.

12.4 Designer Data Rights

Designers shall have the right to: (a) access their personal data held by the Platform; (b) rectify inaccurate personal data; (c) request deletion of their personal data after termination of the Agreement (except where retention is required by law); (d) export a machine-readable copy of their personal data; (e) object to data processing based on legitimate interests; (f) request restriction of processing when the accuracy of data is contested or the lawfulness of processing is disputed; (g) not be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning the designer or similarly significantly affects the designer; (h) lodge a complaint with the data protection supervisory authority in their country/region. The Platform shall not take discriminatory measures against a designer for exercising the above rights. To exercise the above rights, please contact us through the methods listed in Section 16. The Platform shall respond within 30 days of receiving the request.

12.5 Data Retention

After termination of the Agreement, LumaLark will retain the Designer's commission records and tax-related data for the maximum retention period required by applicable tax laws (to meet financial audit and tax compliance requirements), but no less than 3 years. Other personal data will be deleted or anonymized within 6 months after termination, unless a longer retention period is required by law.

12.6 Cross-Border Data Transfers

The Designer's personal data may be transferred to the United States or other countries/regions for processing. LumaLark will ensure that such transfers comply with the requirements of applicable data protection laws (including but not limited to the EU General Data Protection Regulation), and will adopt, where necessary, Standard Contractual Clauses (SCCs) approved by the European Commission, the EU-US Data Privacy Framework (if applicable), or other lawful transfer mechanisms. LumaLark will conduct a Transfer Impact Assessment where necessary to ensure that the level of data protection in the destination country/region is essentially equivalent.

12.7 California Privacy Rights

For Designers who are California residents, LumaLark will also comply with the applicable requirements of the California Consumer Privacy Act (CCPA/CPRA), including but not limited to: not selling or sharing (i.e., disclosing for cross-context behavioral advertising) the Designer's personal information; limiting the use and disclosure of sensitive personal information (including but not limited to payment information and tax identification numbers); and providing the categories of collection and use of the Designer's personal information upon request.

13. Force Majeure

Neither party shall be in breach of this Agreement for failure to perform its obligations due to a force majeure event (including but not limited to natural disasters, Public Health Emergencies of International Concern (PHEIC) declared by the World Health Organization or public health emergencies declared by local governments and related mandatory government measures, war, terrorist attacks, government actions, severe supply chain disruptions (meaning supply chain events that cause a complete halt in production or delays exceeding 30 days), or sanctions), provided that the affected party shall:

Note: Payment channel obstacles do not constitute force majeure events; their handling is governed by Section 5.3A.

Notify the other party in writing within 7 days of becoming aware of the force majeure event
Take reasonable measures to mitigate the impact of the force majeure event
Resume performance of obligations as soon as practicable after the force majeure event ceases

If a force majeure event continues for more than 6 months, either party shall have the right to terminate this Agreement by written notice. After termination, both parties shall follow the procedures set forth in Section 9.3. The duration of the force majeure event shall not count toward the minimum listing period under Section 6.4.

14. Miscellaneous

14.1 Independent Contractor

The Designer is an independent contractor and not an employee, agent, or partner of LumaLark. The Designer has full autonomy over their working methods, schedule, and work location, and is entitled to simultaneously provide design services to other platforms or clients (subject to the exclusivity license restrictions in Section 4.5). LumaLark is not responsible for the Designer's taxes, insurance, or other employer obligations. For the avoidance of doubt, designs submitted by the Designer under this Agreement shall not be deemed a "work made for hire" under the U.S. Copyright Act by virtue of this independent contractor relationship or any other provision of this Agreement, and ownership of the Designer's copyright shall be determined in accordance with Section 4.1.

14.2 Tax Compliance

(a) U.S. Designers must submit a W-9 form before their first withdrawal.

(b) Non-U.S. Designers must submit a W-8BEN form (or other applicable tax form) before their first withdrawal to satisfy the requirements of the U.S. Foreign Account Tax Compliance Act (FATCA).

(c) Withholding: For Designers who have not submitted a valid tax form, the Platform will 30 days after the initial reminder suspend commission payments if a valid form has not been received within

(d) Tax Liability: Commissions paid by LumaLark are pre-tax amounts (except for U.S. withholding taxes). All Designers are responsible for fulfilling their tax filing and payment obligations in accordance with the laws of their respective jurisdictions. The Platform does not withhold or remit income taxes on behalf of the Designer's country of residence.

(e) Platform Reporting Obligations: LumaLark will file applicable information reporting forms with the IRS in accordance with U.S. tax law, including but not limited to issuing $600 . 1099-NEC forms.

14.3 Agreement Modifications

LumaLark may modify this Agreement by providing 30 days' prior written notice. Modifications are classified into the following two categories:

Non-material modifications (e.g., process adjustments, contact information updates): Continued submission of designs after the notice period expires shall be deemed acceptance
Material changes (changes involving commission rates, scope of intellectual property licenses, exclusivity restrictions, or dispute resolution provisions): If the Designer does not expressly object in writing during the notice period, the changes shall be deemed accepted. If the Designer objects, the Designer may choose to terminate this Agreement during the notice period (post-termination matters shall be handled in accordance with Section 9.3), but may not request that the prior terms continue to apply solely with respect to the objected provisions. Changes required by laws, regulations, or regulatory requirements shall take effect immediately without a notice period

14.4 Assignment Restrictions

Neither party may assign any rights or obligations under this Agreement to a third party without the other party's prior written consent, except for the license transfer circumstances specified in Section 4.2. In the event of a change of control of LumaLark (including any direct or indirect change of control, such as the transfer of LLC membership interests), LumaLark shall provide the Designer with 30 days' prior written notice before the change is completed. The Designer's exit right upon change of control under Section 4.2 shall not be affected.

14.5 Notice Methods

(a) Notice channels: All notices under this Agreement shall be sent via email to the email addresses registered by both parties on the Platform, and simultaneously via the Platform's internal messaging system.

(b) Additional requirements for important notices: Notices involving termination (Section 9), material changes (Section 14.3), claim notices (Section 8.6), or legal proceedings (collectively, Important Notices) must also be sent by registered mail or international courier to the registered address.

(c) Time of delivery:

General notices: Deemed delivered 48 hours (per UTC )
Important notices: Delivery shall be determined by whichever is actually delivered later between the email and the registered mail/international courier. However, for urgent notices (Section 6.6(b), Section 12.3), the time of email delivery shall prevail
Both parties may agree to use electronic notice services with timestamps and delivery receipts (such as DocuSign). Such electronic delivery receipts shall constitute proof of delivery, in which case no additional registered mail is required

(d) Remedies for failed delivery: If registered mail/international courier is returned or undeliverable, the sending party shall attempt delivery through alternative means within 5 business days (including re-mailing to an updated address, international courier, or notarized electronic delivery). If delivery remains unsuccessful after two attempts, the sending party may publicly post the notice content on the Platform for 30 days, and delivery shall be deemed effected upon expiration of the posting period.

(e) Notice language: All notices shall be issued in English. Important notices involving termination, material changes, or legal proceedings shall also be provided in the preferred language selected by the Designer at the time of registration (if different from English). In the event of any ambiguity between the two language versions, the English version shall prevail.

(f) Time Zones and Business Days: Periods calculated in "hours" or "days" under this Agreement shall commence based on UTC time. "Business days" refer to business days in the State of Wyoming, United States; however, periods related to the Designer's performance of obligations (including submitting responses, providing documents, and replying to notices) shall be calculated based on business days in the country/region of the Designer's registered address.

(g) Maintenance of Contact Information: The Designer is obligated to maintain the accuracy of their registered email address and mailing address and to update such information within 15 days of any change. If a notice cannot be actually delivered due to the Designer's failure to timely update their contact information, general notices shall still be deemed delivered 48 hours after sending; for important notices, the delivery failure remediation procedures set forth in Section (d) of this clause shall apply.

14.6 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the commercial intent of the original provision.

14.7 Waiver

The failure or delay by either party in exercising any right under this Agreement shall not constitute a waiver of such right.

14.8 Entire Agreement

This Agreement (together with the Design Submission Guidelines and Community Code of Conduct published on the Platform) constitutes the entire agreement between the parties regarding Designer collaboration matters and supersedes all prior oral or written agreements. In the event of any conflict between this Agreement and the Design Submission Guidelines or Community Code of Conduct, this Agreement shall prevail.

15. Anti-Corruption and Sanctions Compliance

Each party undertakes to comply with applicable anti-corruption laws (including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA)) and trade sanctions regulations.

The Designer further undertakes: (a) not to offer, pay, or authorize the payment of any bribe or kickback to any government official, public officer, or other third party; (b) not to be subject to any applicable trade sanctions or export control restrictions; (c) to truthfully disclose whether they are a Politically Exposed Person (PEP) of any country/region; (d) to notify the Platform in writing within 15 days of any change in their sanctions status, PEP status, or the facts covered by the foregoing representations. The Platform reserves the right to conduct periodic sanctions list screening of the Designer. In the event of a violation of this clause, LumaLark shall have the right to immediately terminate this Agreement.

16. Contact Us

If you have any questions about this Agreement, please contact us:

Full Company Name: LumaLark LLC

General Inquiry Email: [email protected] (Email Subject: Designer Agreement Inquiry)

Data Privacy Inquiry Email: [email protected]