Clyro Non-Circumvention Agreement

1. Purpose and Clyro's role

Clyro introduces verified produce exporters to the Buyer through three channels: the public exporter directory ("Contact Exporter"), the "Request Match" concierge sourcing flow, and Clyro Selected SKUs. This agreement protects Clyro's role as the introducer.

Clyro is the introducer only. Clyro is not a party to any commercial contract that the Buyer subsequently enters with an introduced exporter, does not sign sale agreements, does not take title to goods, does not hold funds, and does not provide legal advice on the commercial relationship that follows the introduction. See Terms of service §7 for the full non-party statement.

2. Non-circumvention

For a period of twelve (12) months from the date of acceptance, the Buyer agrees not to:

• Approach, contact, transact with, or solicit goods or services from any exporter introduced to the Buyer by Clyro, in any manner that bypasses Clyro's role as introducer.
• Disclose the identity, contact details, or commercial terms of any Clyro-introduced exporter to any third party for the purpose of enabling that third party to circumvent Clyro.

The term "introduced by Clyro" means any exporter whose identity, contact details, or product offering was made available to the Buyer through the Clyro platform — whether via the public directory, Request Match results, Selected SKUs, or direct admin introductions.

3. Prior relationships — exclusion

This agreement does not apply to any exporter the Buyer can demonstrate a documented pre-existing commercial relationship with prior to the introduction by Clyro. The burden of proof rests with the Buyer; written correspondence dated before the Clyro introduction date constitutes sufficient evidence.

4. Clyro Selected — expanded protection

For exporters featured as anchor suppliers in Clyro Selected, the non-circumvention period extends to eighteen (18) months from the date of the Buyer's first interaction with the Selected SKU, in recognition of the selection, exclusivity arrangements, and editorial work Clyro invested in building those listings.

5. Remedies

A material breach of this agreement entitles Clyro to recover liquidated damages equal to ten percent (10%) of the value of any transaction concluded in breach of clause 2, payable within thirty (30) days of demand. Clyro reserves the right to pursue injunctive relief and additional damages where applicable.

6. Relationship to the Sourcing Agreement

This agreement is independent of, and operates alongside, the Clyro Sourcing Agreement (which governs commission on Request Match concierge introductions). A buyer using the public directory or Selected channels does not pay a Sourcing Agreement commission but is still bound by this NCA.

7. Acceptance

The Buyer accepts these terms by checking the agreement checkbox prior to their first qualifying action on the Clyro platform (RFQ submission, Contact Exporter inquiry, or Selected order quote request). The acceptance is logged with the Buyer's account, IP address, timestamp, and the exact text of this agreement as of the signing date. The acceptance remains valid for 12 months and is re-required thereafter.

8. Governing law

This agreement is governed by the laws of the Arab Republic of Egypt. Disputes are subject to the exclusive jurisdiction of the Cairo Commercial Courts.