Terms of the Partnership Agreement​

BETWEEN:

TINI SPORT SRL, a limited liability company registered under number BE0765385230, having its headquarters at 41 Boulevard Dolez 7000 Mons, Belgium (hereinafter referred to as ‘ TINI SPORT ’)

AND:

_____________________________________________, a company whose social headquarters are located at

_____________________________________________________________________________________.

(hereinafter referred to as "PARTNER")

TINI SPORT and PARTNER are referred to individually as the "Party" and collectively as the "Parties".

1. ​Purpose

The purpose of this Contract is to define the conditions under which TINI SPORT provides services to the PARTNER and access to the sale of sports equipment via the online platform of TINI SPORT, and to define the obligations of the PARTNER as set out below.

By this agreement, TINI SPORT designates the PARTNER, designation accepted by the PARTNER, as a non-exclusive partner to promote and sell the products of TINI SPORT to customers.

PARTNER undertakes to make every effort to sell sports equipment and products available on the online platform of TINI SPORT to its members and their networks. To do this, the PARTNER will market in priority the products of TINI SPORT to prospects and customers. If necessary, the PARTNER can also sell products of other brands or services, subject to the prior agreement of TINI SPORT.

2.​ ​Contract Duration

This Agreement will remain in force for one year (the "Term") from the date of signature. It will be automatically renewed for an equivalent Term, unless either party notifies the other, in writing, of its intention not to renew the Contract, at least 30 days before the end of the current Term.

3. Access to TINI SPORT Products

3.1 ​Services granted to the partner

To support the PARTNER in promoting the products of TINI SPORT, the latter provides the PARTNER with access to a sub-domain of the main website, visual aids, as well as the benefits of marketing actions carried out by TINI SPORT;

3.2 ​Restrictions

PARTNER undertakes to maintain the confidentiality of commercial information, products and prices available on the platform of TINI SPORT within its staff. Access to the online platform and products of TINI SPORT is governed by this Contract.

PARTNER agrees NOT to redistribute, share or expose information related to the platform and products of TINI SPORT to third parties without the prior written permission of TINI SPORT.

Notwithstanding the foregoing, the PARTNER undertakes to preserve the integrity of data and information relating to the products of TINI SPORT, necessary to verify the validity of transactions and collect statistical data required for this purpose.

PARTNER is not authorized to block, restrict or limit the access and the use of the products of TINI SPORT for the customers, except in case of prior consultation and written agreement of TINI SPORT.

4. Partnership Services

4.1 Partnership Levels

The TINI SPORT partnership programme is based on several levels of partnership, designed to reward PARTNERS who reach certain sales and engagement targets. These levels are :

• Ready Partner: This level is intended for companies that are starting to actively promote TINI SPORT products, with visibility as an official PARTNER.
• Silver Partner: This level is awarded to companies with significant experience and a solid commitment to selling TINI SPORT products.
• Gold Partner: This level is reserved for the most successful PARTNERS, who demonstrate exceptional commitment and exemplary results in terms of sales and customer loyalty.

The level of partnership granted to the PARTNER is determined on the basis of the following criteria:

• Net number of unique customers generated over the last 12 months.
• Total volume of sales on TINI SPORT.

Total sales include new customers, additional sales to existing customers and cancelled sales. Renewals of existing contracts are not included in new customer targets, although PARTNER receives commission on these contracts, as detailed in section 4.2 Benefits.

Requirements for each level of partnership:

The level of partnership is reviewed quarterly by TINI SPORT and adjusted to the highest level for which the three criteria are met. PARTNERS may move up a level as soon as they reach the conditions required for a higher level.

4.2 Benefits

The benefits associated with each level of partnership are detailed in the table below:

4.3 Partner Recognition

TINI SPORT will promote Official Partners in the list of partners on the TINI SPORT website.

TINI SPORT grants the PARTNER, on a non-exclusive basis, the right to use and reproduce the partner logo corresponding to its level of partnership and the name "TINI SPORT" in connection with this Partnership Agreement.

Each of the Parties undertakes to respect the rights of the other Party with regard to the elements mentioned above and to avoid creating analogies or confusion between their respective companies in the mind of the public, for any reason whatsoever.

4.4 Commissions on TINI SPORT Services and Products sold by the PARTNER

When a product is purchased under the PARTNER's domain name, the PARTNER will receive a commission in accordance with the table in section 4.2 Advantages, and according to its level of partnership at the time the corresponding customer invoice is issued.

PARTNER have several options for using their commissions:

Option 1 - Payment in cash

PARTNER may choose to receive their commissions in monetary form. Each month, a statement detailing the commissions of the previous month will be sent to him. On this basis, it will issue an invoice to TINI SPORT, which undertakes to make payment within 15 days of receipt of this invoice.

Option 2 – Compensation in kind

PARTNER may also choose to accumulate their commissions and use them as compensation in kind. In this way, they can:

• Obtain material for sponsoring players or competitions (e.g. prizes for events)

• To acquire equipment intended for its teams, schools or any other member of its club which will be produced and delivered by TINI SPORT;

PARTNER will be able to use his commissions in kind according to his needs and in agreement with TINI SPORT. A multiplier, defined in section 4.2 Benefits and depending on the level of partnership, will be applied to commissions in kind.

5. Fees

PARTNER undertakes to pay the annual partnership fees on receipt of the annual invoice sent by TINI SPORT. These fees will be specified in writing at the time of signing this Contract.

PARTNER agrees that the above partnership fees are non-refundable.

All fees and rates are quoted exclusive of applicable federal, provincial, local or other governmental taxes, fees and charges (collectively, "Taxes"). PARTNER is responsible for the payment of all Taxes related to purchases made by PARTNER under this Agreement, except where TINI SPORT is legally required to pay or collect Taxes for which PARTNER is responsible.

6. Termination

In the event that one of the Parties fails to fulfil one of the obligations mentioned herein and such failure is not remedied within 30 calendar days following written communication of such failure, the Party not at fault may immediately terminate this Contract.

Provisions maintained :

Sections "3.2 Restrictions", "7 Liability and Indemnities" and "9 Applicable Law and Jurisdiction" shall survive the expiry or termination of this Agreement.

6.1 Consequences of Termination

On expiry or termination of this Agreement, PARTNER :

• No longer use the media, the brand name of TINI SPORT and its trademarks, and no longer claim the existence of a partnership or any relationship with TINI SPORT ;
• Will honour its commitments during any period of notice prior to such termination;
• Will no longer be able to use the products of TINI SPORT, whether for sales, rentals, exhibitions, etc;

7. Liability and Indemnities

Both Parties are bound by the following obligation of means.

To the extent permitted by law, the liability of each Party for any claim, loss, damage or expense arising from any cause whatsoever and howsoever arising in connection with this Agreement shall be limited to proven direct damages, but shall in no event exceed, for all related events or series of events giving rise to damages, the total amount of fees paid by the PARTNER during the six (6) months immediately preceding the date of the event giving rise to such claim.

In no event shall either Party be liable for any indirect or consequential damages, including, but not limited to, claims, loss of income, revenue, savings, business or other financial loss, costs of downtime or delay, loss of data or corrupted data of third parties or customers arising out of or in connection with the performance of its obligations under this Agreement.

PARTNER understands that it has no expectation and has received no assurance that any investment made in the performance of this Agreement and the TINI SPORT Partnership Program will be recovered or recouped, or that it will obtain any amount of anticipated benefits under this Agreement.

8. Brand Image

The trademark "TINI SPORT" (including the name and its visual representations and logos) is the exclusive property of TINI SPORT SRL.

TINI SPORT authorizes the PARTNER to use the brand "TINI SPORT" to promote its products and services, during the Term of this Contract only, and as long as the following conditions are met:

• No confusion should be possible on the fact that the services are provided by the PARTNER, and not by TINI SPORT ;
• PARTNER shall not use the trademark " TINI SPORT " in a company name, a product name, or a domain name, and shall not register a trademark containing the latter.
  The Parties shall refrain from damaging the brand image and reputation of the other Party in any way whatsoever, in the performance of this Contract.
  Failure to comply with the provisions of this section may result in termination of the Contract.

8.1 Independent Contractors

The Parties are independent contractors and this Agreement shall not be construed as constituting either Party as a partner, joint venture or fiduciary of the other, or creating any other form of legal association which would impose on either Party liability for the action or inaction of the other, or providing either Party with the right, power or authority (express or implied) to create any duty or obligation whatsoever.

9. Governing Law and Jurisdiction

This Contract shall be governed by and interpreted in accordance with Belgian law. Any dispute arising in connection with this Contract and for which no amicable settlement can be found shall be finally settled by the competent Courts of Belgium, in Mons.

Signatures