Contributor’s Agreement – APO Value Model Library

This Contributor’s Agreement (“Agreement”) is made between:

1. Kepa Software Pty Ltd (ABN 35 111 759 230), of 12 Broughton Street, Davidson NSW 2085 Australia (“Kepa”); and
2. The individual or entity (“Contributor”) who registers to contribute Value Models to the APO Value Model Library.

By uploading or offering any Value Model for sale, the Contributor agrees to the following terms and conditions.

1. Definitions and Interpretation

“Value Model” means any decision model, dataset, framework, or configuration uploaded by the Contributor to the APO Value Model Library.

“Library” means the APO Value Model Library hosted by Kepa Software.

“Buyer” means an APO user who purchases a licence to use a Value Model.

“Commission” means 25% of the sale price, retained by Kepa Software as the transaction fee.

“Price on Demand” means a quotation-based sale where the Buyer requests a quote from the Contributor.

“Effective Date” means the date the Contributor first uploads or lists a Value Model for sale in the Library.

2. Appointment and Relationship

2.1 The Contributor is engaged as an independent supplier and not as an employee, agent, or partner of Kepa.

2.2 Nothing in this Agreement creates an employment, joint venture, or fiduciary relationship between the parties.

3. Ownership and Licence Grant

3.1 The Contributor retains full ownership of all Value Models they create and upload.

3.2 The Contributor grants Kepa a perpetual, worldwide, non-exclusive licence to host, display, market, distribute, and sell Value Models through the Library.

3.3 Kepa grants each Buyer a non-exclusive licence to use and modify the purchased Value Model for internal business purposes only. Buyers may not resell or sub-license Value Models.

3.4 Kepa reserves the right to grade, promote, or remove Value Models at its sole discretion, including via a 5-star rating system.

4. Pricing and Payment

4.1 The Contributor may set their own price or select “Price on Demand.”

4.2 Kepa will collect payment, deduct a 25% commission, and remit the remaining 75% to the Contributor during the following calendar month.

4.3 Payments will be made via the Contributor’s nominated payment method. The Contributor is responsible for all applicable taxes, GST, or similar obligations.

5. Content Standards and Prohibited Material

5.1 The Contributor warrants that each Value Model:

(a) Is their original work and does not infringe any third-party rights;

(b) Contains no confidential, proprietary, or personal data without consent;

(c) Is accurate, lawful, and not misleading; and

(d) Does not contain or promote any prohibited content, including pornography, slavery, exploitation, violence, discrimination, or hate speech.

5.2 Kepa may remove any Value Model that breaches these standards or harms its reputation.

6. Warranties and Indemnity

6.1 The Contributor indemnifies Kepa against any claim, loss, or damage arising from their Value Models, including intellectual property infringement or unlawful content.

6.2 Kepa’s total liability under this Agreement is limited to the amount of commission it has earned from the sale of the relevant Value Model.

7. Archiving and Withdrawal

7.1 The Contributor may archive a Value Model at any time by selecting the “Archive” button in the APO platform.

7.2 Archived Value Models are removed from public sale but remain available to existing Buyers under their existing licences.

7.3 Kepa will retain an archival copy for compliance and recordkeeping purposes.

8. Term and Renewal

8.1 This Agreement commences on the Effective Date and automatically renews annually unless terminated by either party with written notice.

8.2 The Contributor may terminate this Agreement at any time by ceasing participation and archiving all Value Models.

9. Termination

9.1 Either party may terminate this Agreement with 30 days’ written notice.

9.2 Kepa may terminate immediately for breach, unlawful conduct, or reputational harm.

9.3 Upon termination, existing Buyer licences remain valid.

10. Confidentiality

10.1 Each party must keep confidential all information obtained under this Agreement and not disclose it except as required by law or to enforce this Agreement.

11. Governing Law and Dispute Resolution

11.1 This Agreement is governed by the laws of New South Wales, Australia.

11.2 The parties will first attempt to resolve any dispute through good faith discussions and, if unresolved, through mediation before commencing any court proceedings.

12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between the parties regarding the Value Model Library.

12.2 Kepa may amend this Agreement by publishing an updated version on the APO platform. Continued participation constitutes acceptance.

12.3 Acceptance is confirmed electronically when the Contributor uploads or offers a Value Model for sale.

Schedule 1 – Commercial Terms

• Commission: 25% of sale price retained by Kepa Software.
• Payment: Monthly remittance of 75% of sale proceeds to Contributor.
• Currency: Australian Dollars (AUD).
• Pricing Control: Contributor sets prices or may use Price on Demand option.
• Taxes: Contributor responsible for all applicable taxes.

Schedule 2 – Content Standards and Acceptable Use

Contributors must ensure all Value Models:

• Are original and free of third-party intellectual property claims.
• Contain no confidential or sensitive data.
• Comply with all applicable laws and ethical standards.
• Do not include or promote pornography, violence, discrimination, or exploitation.
• Are fit for business use and accurately represented.

Kepa Software reserves the right to remove or suspend listings that breach these standards.

Executed as an Agreement.