TRACKSUIT PARTNER REFERRAL PROGRAM TERMS

Introduction

These Tracksuit Partner Referral Program Terms (Terms) govern your participation in Tracksuit's partner referral program and form a legally binding contract between you and us.

Tracksuit, we, our and us refers to Tracksuit Limited; New Zealand Company Number 8198071; 34-38 Drake Street, Freemans Bay, Auckland 1010, New Zealand; legal@gotracksuit.com.

Partner, you or your refers to you, the entity that has accepted these Terms.

Referral Arrangement

Referrals: You may refer potential customers to us for our Tracksuit brand tracking service (Tracksuit Service) on a non-exclusive basis.

Eligible customers: An eligible customer is a new customer to Tracksuit that you introduce to us during the Term and who enters into an agreement with us for the Tracksuit Service within 6 months of your introduction where the real and effective cause of the customer entering into the agreement is your introduction of the customer to us. Eligible customer excludes any customer that (i) is a current or former customer of Tracksuit; (ii) received a written proposal, pricing quote or entered into contract negotiations with us prior to the introduction; or (iii) has already been referred to us by another party. An introduction must identify the prospective customer and be made directly to us in writing (including email) or in another manner reasonably accepted by us.

Entry into an agreement with a prospective customer is at our discretion (including assessment of category feasibility). We can only enter into an agreement with customers who want to track a brand in one of the countries we are tracking in.

Discount/commission: For each eligible customer either the customer discount or the partner commission will apply (not both). When you first introduce the prospective customer to us you may notify us of the option that will apply. If you don't notify us of your choice, we will automatically apply the customer discount.

• Partner commission is 10% commission paid to you on the fees we actually receive from the eligible customer for the Tracksuit Service during the first 12 months of their agreement.

• Customer discount is 10% off the fees paid by the eligible customer for the Tracksuit Service for the length of their agreement.

• For clarity, the above fees exclude taxes and do not include fees from renewals or upsells.

Your Responsibilities

You will:

• not make false or misleading claims about us or the Tracksuit Service
• follow our brand guidelines in your promotion of and other communications about the Tracksuit Service (if we provide any)
• to the extent we give you access to the Tracksuit Service or Tracksuit data:
• only use the Tracksuit Service and Tracksuit data to support your referred customers or as otherwise approved by us
• not sell, resell or otherwise commercialise (including by way of repackaging as part of any product or service) the Tracksuit Service or Tracksuit data
• not use the Tracksuit Service or Tracksuit data to build a competing product
• comply with applicable laws in connection with your activities under these Terms
• make any disclosures that you are required by applicable law to make to customers or prospective customers in relation to your participation in this referral program or any commission or benefit you may receive.

Our Responsibilities

We will comply with applicable laws in connection with our activities under these Terms.

Commission Payment

If you have chosen to receive commission:

1. We will notify you when commission is earned

2. You send us an invoice

3. We willl pay within 30 days of receiving a valid invoice

Commission is only payable on fees we actually receive from customers. If we pay you in advance and a customer doesn't pay us, we can deduct any commission we've already paid you from future commission payments.

All commission amounts are exclusive of any taxes. You are responsible for all taxes associated with commission payments, including any income tax, GST, VAT, or similar taxes.

Intellectual Property

We own all intellectual property in the Tracksuit Service, our data and brand. You may only use our trademarks and logos as expressly permitted by us.

If we give you access to a customer's Tracksuit dashboard to help support the customer, you may only use the dashboard and data available through it for that purpose and otherwise in accordance with the standard terms for the Tracksuit Service.

Term and Termination

Term: This agreement starts when you are accepted into the Tracksuit partner program and accept these Terms, and continues until either of us terminates it in accordance with the Terms (Term).

Termination: Either party can terminate these Terms on written notice to the other (no reason needed).

Upon termination: (a) you will cease using our trademarks and logos, except as expressly permitted by us; (b) you will not represent yourself as a current participant in our partner program; and (c) each party will cease using the other party's Confidential Information.

If you selected partner commission for an eligible customer you first introduced to us during the Term, your right to receive commission for that customer survives termination of this Agreement, provided you have not materially breached this Agreement.

Confidentiality

Each party agrees to keep confidential and not disclose the other party's Confidential Information, except:

1. as required by law or regulation (provided the receiving party gives prompt notice where legally permitted);
2. to its employees, contractors and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set out in this agreement;
3. where the information becomes publicly available through no breach of these Terms;;
4. where the information was already lawfully known by the receiving party prior to disclosure, or independently developed without use of the Confidential Information; or
5. with the other party's prior written consent.

“Confidential Information” means any non-public business, commercial, financial, technical, or customer information disclosed by one party to the other in connection with this agreement, including pricing, commission rates, customer data and technical information.

Each party will use the other party's Confidential Information solely for the purposes of this agreement and will protect it using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care). This obligation survives termination of this agreement.

Liability

Our maximum liability to you under this Agreement is the total of the commission paid to you and the customer discounts applied under these Terms in the 12 months preceding the event giving rise to liability.

Neither party is liable to the other for indirect, consequential, or special losses.

These limitations don't apply to fraud, gross negligence, death or personal injury, or anything else that cannot be limited by applicable law.

General

No agency, partnership, joint venture, or employment is created as a result of these Terms and neither you or we has any power or authority to act for or to assume any obligation or responsibility on behalf of the other party or to bind the other party to any agreement.

We can update these Terms by posting a revised version at [ ]. We will notify you by email of any material changes to these Terms at least 30 days prior to the updated Terms taking effect. The updated Terms will only apply to referrals where the customer was first introduced to us by you after the update date. The previous Terms will continue to apply to referrals first introduced before the update date.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), provided that either party may assign these Terms in its entirety, with notice to the other party but without the other party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

These Terms are the complete agreement between us and replace any prior discussions or agreements about the partner program.

The governing law and courts that apply are set out in the table below.