This Non-Exclusive Software Reseller Agreement (this “Agreement”) is entered into as of {day}/{month}/{year}(the “Effective Date”) by and between Yoxxie, Inc. (“AnyClub”) and the above-listed reseller (“Reseller”). AnyClub provides a software application known as AnyClub Sports Platform (“Software”), and the Parties have agreed that Reseller will resell Software and provide any such services as reasonably necessary to ensure enjoyment of Software by End Users. Therefore, in consideration of the mutual covenants, terms, and conditions set forth below, the adequacy of which consideration is hereby accepted and acknowledged, AnyClub and Reseller (the “Parties”) agree as set forth below.

1. Definitions. The following terms will have the following meanings whenever used in this Agreement:

1.1 The term "Confidential Information" encompasses the following: (a) Software; (b) any personal data or information pertaining to any End User; (c) any and all information disclosed by AnyClub to Reseller, in any format, that is either explicitly identified as or would reasonably be assumed to be confidential and/or proprietary; (d) any notes, extracts, analyses, or materials created by Reseller that are reproductions of or derivative works based on Confidential Information or from which Confidential Information can be deduced or otherwise understood; and (e) the terms and conditions of this Agreement. "Confidential Information" does not include information obtained by Reseller from AnyClub that can be clearly demonstrated by written evidence: (x) to have been acquired by Reseller from a third party without any obligation to maintain its confidentiality; (y) to have become publicly known without any act or omission on the part of Reseller; or (z) to have been independently created by Reseller without the use of Confidential Information.

1.2 The term "AnyClub Trademarks" refers to all names, marks, logos, designs, trade dress, and other brand designations utilized by AnyClub regarding its products and services.

1.3 An "End User" is an individual or organization that intends to utilize the Software for their own purposes, rather than for the purpose of resale or distribution.

1.4 The term "End User License Agreement" or "EULA" refers to a legal document that outlines and regulates the authorized usage of the Software between the End User and AnyClub. The EULA contains terms that are identical or substantially similar to the General Software License Terms accessible at: https://any.club/anyclub-terms-of-service/, which may be periodically revised at AnyClub's sole discretion.

1.5 The term "Market" refers to all geographic locations worldwide, unless otherwise explicitly agreed upon by the Parties.

1.6 A "Package" refers to physical or electronic media that includes Software, associated documentation, and the End User License Agreement (EULA), which may be altered by AnyClub for use in the Market.

1.7 A "Reseller Order" refers to a document in which the Reseller supplies AnyClub with all necessary information, including, but not limited to, the identity of the End User, the End User's business and email addresses, as well as the requirements and purposes of the Software, and AnyClub's involvement as expected by the End User. In case of any inconsistency between the Reseller Order and the main body of this Agreement, the following order of precedence shall apply: (i) the Reseller Order handwritten and signed by AnyClub's representatives shall prevail over; (ii) the main body of this Agreement, which shall take precedence over; (iii) the Reseller Order accepted by AnyClub's representatives in any manner other than handwritten signature.

2. Appointment.

2.1 General

AnyClub appoints Reseller as an independent, non-exclusive, authorized Reseller of Software in the Market, subject to the terms and conditions set forth in this Agreement, and Reseller accepts such appointment. Reseller may advertise, promote, and resell Software solely to End Users within the Market. Reseller is not authorized to appoint or authorize any dealers, sub-resellers, agents, representatives, subcontractors, or other third parties to advertise, promote, resell, or distribute Software. AnyClub reserves all rights not specifically granted to Reseller. AnyClub retains the right to advertise, promote, market, and distribute Software, as well as appoint third parties to do so worldwide, including in the Market. Additionally, AnyClub retains the right to modify any or all of the Software and services offered or discontinue the service, support, publication, distribution, sale, or licensing of Software, at its sole discretion and without any liability.

2.2 Identification

Subject to this Agreement, Reseller may identify itself as a “Reseller" solely in connection with its resales of Software. Reseller may only use AnyClub Trademarks as necessary for sales and marketing purposes, with the revocable consent of AnyClub. All goodwill arising from Reseller's use of AnyClub Trademarks accrues solely to the benefit of AnyClub.

3. Licenses.

3.1 License

Subject to Reseller's compliance with other terms and conditions of this Agreement, Reseller is granted a non-exclusive, one-time, and non-transferable limited license by AnyClub to resell the Software within the Market.

3.2 License restrictions

The Reseller is granted no ownership or title to the Software, and only those rights specifically outlined in Subsection 3.1 are granted. Reverse engineering, decompiling, disassembling, or any other attempts to access the Software's source code are prohibited. The Reseller is also prohibited from using the Software as on-demand software (SaaS, PaaS, or the like model) or allowing others access to the Software through time-sharing, remote computing services, networking, batch processing, service bureau, or time-sharing arrangements.

3.3 End user terms

All use of Software by End Users is subject to EULA, and Reseller must not attempt to impose any other terms on their use. Reseller is responsible for ensuring that each End User enters into a legally binding EULA. This may involve notifying End Users that the Software is subject to the EULA and that placing an order with Reseller implies their agreement to the EULA, including a copy of or a link to the EULA in each quotation and order form issued to End Users, and obtaining written confirmation of acceptance of the EULA from each End User before accepting the order or delivering the Software. Reseller must provide evidence of End Users' acceptance of the EULA to AnyClub upon request. Reseller must immediately notify AnyClub of any known or suspected breach of the EULA or unauthorized use of the Software and assist AnyClub in enforcing the EULA terms.

4. Pricing, Delivery, and Taxes.

4.1 Pricing

The price of Software for Reseller, including any available discounts or rebates, will be set forth in pricing tables provided by AnyClub's website. Reseller acknowledges that AnyClub reserves the right to modify the price at any time.

4.2 Taxes

Reseller will be responsible for all costs associated with its performance of this Agreement unless otherwise mutually agreed upon in writing. Each party will be responsible for paying all taxes assessed against it in connection with this Agreement. Neither party will be liable for the other party's taxes related to income, payroll, or property. If Reseller fails to remit any of its own taxes, Reseller agrees to indemnify and hold AnyClub harmless from and against any and all liabilities, fees, penalties, interest, deductions, or additions to taxes assessed against AnyClub for such failure and all costs and expenses incurred in the defense of any such assessment. In the event Polish withholding tax becomes due or payable out of any fees paid under this Agreement, AnyClub may withhold such amounts and provide Reseller with a copy of a tax receipt documenting payment of withholding tax.

5. Commission.

During the term of this Agreement, Reseller will receive a commission of 30% on all net sales of team subscriptions and 10% of white-label app purchase price on the initial sale made by Reseller. Reseller has the discretion to set the pricing for Software to each End User. Reseller will assume all risks associated with non-payment by End Users and will be solely responsible for all of its expenses and costs. Reseller is not permitted to terminate a Reseller Order or receive any refunds due to non-payment by an End User. All commissions are paid net 45 days from the date of a paid team subscription or upon receipt of payment for a white-label app purchase.

Commission Example for Illustrative Purposes only. This example pricing structure can change at any time

6. End Customer.

End Customers are the customers of AnyClub. Reseller agrees to provide complete information about End Customers to AnyClub and to facilitate the customer relationship between AnyClub and all End Customers.

7. End Customer Sales and Fees.

AnyClub shall handle the invoicing and fee collection related to the sale of Software and Services to End Customers, as well as any additional fees arising from increased usage of Software and Services by End Customers. Reseller acknowledges that all sales are subject to AnyClub's acceptance and that AnyClub may require End Customers to execute a Services Agreement or other necessary documents as per the Reseller Guidelines or AnyClub's requirements. Reseller agrees not to misrepresent the requirements for End Customers to receive Solutions and Services or bypass any mandatory requirements.

8. Delivery of Product and Services.

AnyClub is responsible for assigning and distributing logon IDs, passwords, and authentication tokens to Reseller.

9. Marketing and Promotion.

9.1 Promotion

Reseller will use its best efforts to market and promote the Software to End Users in the Market, which may include attending trade shows, listing the Software in Reseller's product lists and other marketing materials, advertising the Software in trade journals and other appropriate publications, and distributing AnyClub's press releases and other promotional materials in the Market at AnyClub's request.

9.2 Marketing Practices

Reseller agrees to promote the Software and Services in good faith, in a professional manner, and in compliance with all laws, regulations, and Reseller Program Guidelines. Reseller must not misrepresent or offer warranties beyond AnyClub's existing Terms of Service or Services Agreement. Reseller acknowledges that it is not an agent of AnyClub and has no authority to bind AnyClub. Reseller warrants that all information provided to AnyClub, including in the reseller application, is accurate and complete. AnyClub reserves the right to terminate this Agreement if Reseller breaches any of these representations or warranties, or if AnyClub, in its sole discretion, determines that Reseller's conduct or activities harm the reputation or goodwill of AnyClub, its Software and Services, or any AnyClub Trademarks.

9.2 Compliance

Reseller will obtain all necessary permits and licenses at its sole cost and expense and comply with all applicable laws, rules, and regulations in connection with this Agreement, including export laws.

9.3 Personal Dat

 Reseller will maintain appropriate technical and organizational measures to protect any End User data collected, accessed, or processed in connection with this Agreement against unauthorized or unlawful use, disclosure, processing, or alteration. Reseller will act in accordance with all applicable laws, rules, and regulations at all times during the term of this Agreement.

10. Confidential information, and non-compete.

10.1 Handling of Confidential Information. Reseller agrees to keep all Confidential Information strictly confidential and use it only for the purposes expressly authorized by this Agreement. Unless otherwise permitted in this Agreement, Reseller will not disclose any Confidential Information to any third party and will handle it with at least the same degree of care as it would its own confidential information of similar importance. Without prior written consent from AnyClub, Reseller shall not use, copy, or reproduce any portion of the Confidential Information. If Reseller is required by law to disclose Confidential Information, it shall promptly notify AnyClub and cooperate with AnyClub in taking appropriate measures to protect the Confidential Information. Reseller shall also make such disclosure in a manner that provides the maximum protection possible to the Confidential Information.

10.2 Non-Compete Covenant. Reseller agrees that for a period of five (5) years following the Effective Date, it will not develop, either for itself or for any other person or entity, any product or functionality that competes with any of the features or functions of the Software. The Parties agree that this covenant is necessary to protect AnyClub's rights, title, and interest in the Software and the value of AnyClub's investment in the Software.

11. Disclaimer of warranties.

EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE TO THE END USER IN THE APPLICABLE EULA, ANYCLUB MAKES NO OTHER WARRANTIES RELATING TO SOFTWARE, EXPRESS OR IMPLIED. ANYCLUB DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING SOFTWARE OR THE MEDIA ON WHICH PRODUCTS ARE SUPPLIED. RESELLER WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF ANYCLUB.

12. Limitation of liability.

ANYCLUB'S LIABILITY TO RESELLER UNDER THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT OR IN TORT, IS LIMITED TO THE PRICE PAID BY RESELLER FOR THE COPY OF THE SOFTWARE THAT GIVES RISE TO THE CLAIM. ANYCLUB WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ANYCLUB HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification.

13.1 Reseller will indemnify, defend, and hold harmless AnyClub from any and all claims, damages, and expenses, including reasonable attorneys' fees and costs of litigation, arising from Reseller's acts or omissions related to its activities under this Agreement. This includes but is not limited to Reseller's breach of this Agreement or Reseller's misrepresentations about AnyClub, its services, Software, or this Agreement, regardless of the form of action. Reseller shall be solely liable for any claims, warranties, or representations made by Reseller or Reseller's representatives or agents that derogate from the warranties provided by AnyClub in the applicable end-user license agreement.

13.2 AnyClub shall defend or, at its option, settle any claim or action against Reseller to the extent it arises from a third-party claim that the permitted use of Software by End Users infringes any EU patent or copyright. AnyClub shall have control of such defense or settlement negotiations, and Reseller shall promptly notify AnyClub of any such claim and provide reasonable assistance in its defense. If there is a claim of infringement, AnyClub may provide Reseller with substitute Software that is reasonably satisfactory to Reseller to replace the affected Software in Reseller's inventory. AnyClub shall not be liable under this Section if the infringement arises from Reseller's activities after AnyClub has notified Reseller that it believes, in good faith, that Reseller's activities will result in such infringement. The foregoing statement covers AnyClub's entire liability with respect to infringement of intellectual property rights.

14. Trademarks.

In performing its obligations hereunder. Reseller may use AnyClub Trademarks to refer to the Software in connection with performing its obligations under this Agreement, provided that such use is not misleading and complies with any guidelines issued by AnyClub. However, Reseller is not granted any right, title, license, or interest in AnyClub Trademarks. Reseller acknowledges and agrees that any use of AnyClub Trademarks by Reseller will solely benefit AnyClub. If Reseller acquires any rights in AnyClub Trademarks by operation of law or otherwise, Reseller must immediately assign such rights to AnyClub along with all associated goodwill, at no cost or expense to AnyClub.

15. Parties’ relationship.

This Agreement does not establish an agency, partnership, joint venture, or any similar relationship between the Parties, nor does it provide either Party with the authority to obligate the other in any way. Reseller acknowledges and agrees that its relationship with AnyClub is that of an independent contractor and that it will not act in a way that suggests or implies any other type of relationship. Both AnyClub and Reseller acknowledge and agree that: (a) Reseller is permitted to market and sell products and services of other companies besides AnyClub; (b) Reseller is not obligated to exclusively promote AnyClub's products or services; and (c) Reseller retains full discretion in determining how much of its business efforts to allocate towards promoting the products or services of any particular company.

16. Term and termination.

16.1 Term

This Agreement will be in effect for one year from the Effective Date and will automatically renew for additional one-year terms unless either Party provides written notice of non-renewal at least 30 days prior to the expiration of the current or any renewal term.

16.2 Termination

AnyClub may terminate this Agreement without cause and without liability by giving Reseller written notice at least 30 days before termination. Either Party may terminate this Agreement for any material breach that is not cured within 10 days of receiving written notice of the breach.

16.3 Effect of termination

Upon termination of this Agreement, Reseller must stop all advertising, marketing, and resale of Software. Termination will not affect either Party's rights or obligations with respect to Software sold by Reseller before the termination date.

16.4 No liability for termination

Neither Party will be liable for any damages resulting from the termination of this Agreement in accordance with this Section 15. Reseller agrees to release, hold harmless, and indemnify AnyClub from any claims and liabilities related to Reseller's revenues or financial forecasts resulting from termination.

16.5 Survival

Expiration or termination of this Agreement will not relieve either Party of their obligations that arose prior to termination or expiration. Any obligations that, by their nature, should survive termination or expiration will remain in effect.

17. Assignment.

Reseller may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of AnyClub. Any attempted assignment, subcontract, or transfer of this Agreement or Reseller's rights or obligations hereunder without AnyClub's prior written consent will be considered a material breach of this Agreement and will be of no legal validity. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns as permitted.

18. Notices.

Written notices or communications required or permitted under this Agreement shall be personally delivered to the principal business addresses specified at the beginning of this Agreement or sent by registered or certified mail, return receipt requested, with postage prepaid to the address indicated above, or to any other address provided by one Party to the other Party in compliance with this Agreement. However, AnyClub may notify Reseller of changes in Prices, service offerings, product descriptions, order procedures, delivery procedures, and other routine events and procedures by printed materials, email, or newsletter.

19. Force majeure.

AnyClub shall not be held liable for any failure or delay in the performance of its obligations under this Agreement if such delay or failure to perform is caused by circumstances beyond its reasonable control. In the event of any delayed shipment, lack of service, or delivery, Reseller shall be required to accept the same within a reasonable time.

20. Governing laws.

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, and without application of its conflict of law principles. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act to this Agreement to the extent permissible by law. Any dispute or claim arising from or relating to this Agreement shall be brought exclusively in the federal courts located in Texas or the state courts located in Collin County, Texas, and each party hereby submits to the personal jurisdiction of such courts. Notwithstanding any statute or law to the contrary, any such dispute or claim must be filed within two (2) years from the date on which such dispute or claim arose or it will be forever barred.

21. Entire agreement.

The Parties acknowledge that this Agreement constitutes the entire agreement between them regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, both written and oral. This Agreement may not be modified or amended except by a written instrument executed by both Parties. No provision of this Agreement will be deemed waived by any act, omission, or acquiescence, but only by a written instrument signed by the Party waiving compliance. No waiver of any provision of this Agreement will be deemed to be a waiver of any other provision or of any subsequent breach of the same provision.

SIGNATURE SECTION

Please sign below to signify acceptance of the terms and conditions set out within this Agreement.