Grassboots Organisation Agreement

This Agreement is made between Grassboots (“Grassboots Ltd”) and the registering organisation (“Affiliate”).

Background:

(A) Grassboots Ltd operates the Grassboots.Club mobile application (“App”) to produce a Service that permits Users to donate and purchase second hand sports kit and equipment and other related goods in which part of the proceeds can be donated towards sports clubs.

(B) Grassboots have entered into agreements with sports clubs, schools and parents/guardians/players at the clubs in order to provide the Service described in Recital A.

(C) Grassboots operates an affiliate programme, whereby sports clubs will receive donations via commission from the sale of items on the Grassboots app.

(D) The Parties have agreed that the Affiliate will join the affiliate programme on the terms and conditions set out in this Agreement.

1. Definitions

1.1 In this Agreement the following words and expressions shall have the following meanings, unless the context otherwise requires:

1.2 Clause, schedule and paragraph headings will not affect the interpretation of this Agreement.

1.3 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.

1.5 A reference to a statute or statutory provision will include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, will be construed as illustrative and will not limit the generality of the related general words.

1.7 References to clauses and schedules are to the clauses and schedules of this Agreement. References to paragraphs are to paragraphs of the relevant schedule.

1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.9 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement will prevail.

2. Grassboots Obligations

2.1 Grassboots shall use the Affiliate IP solely in accordance with any Affiliate brand guidelines (if any).

2.2 Grassboots shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate Link Pages to the Welcome Page.

2.3 Grassboots may at any time:

(a) Add or delete service providers and will endeavour to provide at least 7 days’ notice to the Affiliate of such changes; and

(b) admit any other affiliates into its affiliate programme including competitors of the Affiliate.

2.4 Grassboots shall not do any act that will or may weaken, damage or be detrimental to the Affiliate IP or the reputation or goodwill associated with the Affiliate IP or the Affiliate.

2.5 This Agreement is non-exclusive and does not prevent or restrict Grassboots from entering into similar or different agreements with third parties. Grassboots makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered into or may enter into with any third party.

2.6 Grassboots shall comply with the applicable laws and regulations with respect to its activities under this Agreement.

2.7 Grassboots shall ensure that it and its affiliates do not solicit or accept items from any Customer directly and shall ensure that any donation and purchases are only accepted under the terms of this agreement.

3. Affiliate’s Obligations

3.1 The Affiliate shall use all reasonable commercial efforts to market and promote the App and Grassboots website so as to generate the maximum number of Transactions.

3.2 The Affiliate shall not do any act that will or may weaken, damage or be detrimental to the Grassboots IP or the reputation or goodwill associated with the Grassboots IP or Grassboots.

3.3 The Affiliate undertakes promptly and in any event within 30 days after the Effective Date, to submit to Grassboots for approval by Grassboots before publication on the Affiliate Site:

(a) the initial version of the Welcome Page;

(b) the template designs for the Affiliate Link Pages;

(c) the first set of Affiliate Link Pages; andany change to the Welcome Page and any change of the template designs for, or to any of, the Affiliate Link Pages since the versions last submitted to Grassboots.

3.4 The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Site and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:

(a) the proper functioning and maintenance of all hyperlinks to the Grassboots App; and

(b) compliance with all instructions issued by Grassboots in relation to any use of Grassboots IP.

3.5 The Affiliate shall submit to Grassboots for prior approval any proposed use of any Grassboots IP that the Affiliate may wish to use. Grassboots shall review the proposed use within a reasonable time (being ordinarily not longer than 5 Business Days) and shall not unreasonably delay approval.

3.6 The Affiliate acknowledges and agrees that it has no authority to legally bind Grassboots in relation to Users, other users or anyone else, and that it has not been appointed and is not the agent of Grassboots for any purpose. The Affiliate agrees that it shall not make to any person any representation or commitment about Grassboots, the Grassboots App or the Service.

3.7 The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this Agreement.

3.8 The Affiliate shall not directly or indirectly contact any service provider, in respect of the Service or operate any similar type of service, without Grassboots’ prior written consent.

3.9 The Affiliate shall not include an embedded search option on the Affiliate Site of any other online market portal relating to the sale or distribution of sportswear or sports equipment or of any similar service providers to Grassboots during the Term and for a period of 6 months after the termination or expiry of this Agreement.

4. Charges and Payment

4.1 Grassboots will pay the Commission Rate to the Affiliate in respect of Net Revenue for each Transaction in accordance with Schedule 1.

4.2 The Affiliate acknowledges that Commission is payable on a receipt, not accruals, basis so if Grassboots receives no revenue on any Transaction, no commission is payable. Payments to the Affiliate due in accordance with clause 4.1 shall be made either within 30 days of the end of the month following which Grassboots receives payment for the Transaction from the relevant Service Provider or once a specified amount is raised by Grassboots. The Affiliate and Grassboots shall have discretion to agree on how and when payments are to be made under this Agreement.

4.3 All sums payable under this Agreement are exclusive of VAT and if VAT is chargeable, it shall be paid in addition at the appropriate rate.

5. Warranties

5.1 Each Party represents and warrants to the other that it has the right and authority to enter into and perform all of its obligations under this Agreement.

5.2 The Parties each warrant for the benefit of the other that:

(a) its entry into this Agreement does not breach any other agreement to which it is a party; and

(b) it has and complies with, and shall obtain and duly comply with all approvals, consents, licenses, permits, certificates, registrations or other authorisations necessary for it to enter into this Agreement and perform its obligations under this Agreement.

6. Transactions

6.1 The Affiliate acknowledges that Grassboots is never party to a Transaction, which takes place between a donator and a buyer. The Affiliate hereby acknowledges that Grassboots shall never be, and the Affiliate shall not hold Grassboots out as being, a party to a Transaction at any time. The Affiliate further agrees and acknowledges that Grassboots’ sole role is that of provision of the Service as a facilitator only.

6.2 The Affiliate acknowledges that the relevant donator / buyer are responsible for the delivery of items (and/or the collection of items from the Affiliate, if applicable), entry, timeliness and accuracy of all data provided to Grassboots for use in the Service. Grassboots will not be responsible or liable in any manner for such data or information included in the Service, including without limitation any inaccuracies.

7. Intellectual Property Rights

7.1 The Affiliate acknowledges and agrees that Grassboots and its licensors own all Intellectual Property Rights in the Grassboots App, the Service and the Grassboots IP. Except as expressly stated herein, this Agreement does not grant the Affiliate any rights to any Intellectual Property Rights belonging to Grassboots. All such rights are reserved to Grassboots.

7.2 Grassboots acknowledges and agrees that the Affiliate and its licensors own all Intellectual Property Rights in the Affiliate Site and the Affiliate IP. Except as expressly stated herein, this Agreement does not grant Grassboots any rights to any Intellectual Property Rights belonging to the Affiliate. All such rights are reserved to the Affiliate.

7.3 The Affiliate hereby grants to Grassboots a non-exclusive, royalty-free, worldwide irrevocable licence to use the Affiliate IP on or in relation to the Service, including in connection with the marketing, promotion and distribution of the Services.

7.4 Grassboots hereby grants to the Affiliate a non-exclusive, royalty-free, revocable licence to use the Grassboots trademarks, badges, logos and branding on or in relation to the Service, including in connection with the marketing, promotion and distribution of the Services

7.5 Grassboots shall indemnify the Affiliate against all claims, liabilities and expenses arising out of any claim that the Affiliate’s use of the Grassboots App, Service or the Grassboots IP, in accordance with the provisions of this Agreement, infringes the Intellectual Property Rights of any third party.

7.6 The Affiliate shall indemnify Grassboots against all claims, liabilities and expenses arising out of any claim that Grassboots’ use of the Affiliate Site or the Affiliate IP, in accordance with the provisions of this Agreement, infringes the Intellectual Property Rights of any third party.

8. Limitation of Liability

8.1 Nothing contained in this clause 8 shall limit:

(a) either Party’s liability for death or personal injury resulting from that Party’s negligence;

(b) either Party’s liability for fraud;

(c) either party’s liability pursuant to clause 9 or 10; and

(d) the Affiliate’s liability pursuant to clause 7.6.

8.2 Subject to clause 8.1, neither Party shall be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

(a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);

(b) any loss of goodwill or reputation; or

(c) any special or indirect or consequential losses,

in any case, whether or not such losses were within the contemplation of the Parties at the date of this Agreement, or were suffered or incurred by either Party arising out of or in connection with this Agreement.

8.3 Subject to clause 8.1, each Party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited in any 12 month period (the first of which shall commence on the Effective Date and subsequently on each anniversary thereof) to an amount equal to the Commission paid or payable during the 12 month period in which the claim arises.

9. Confidentiality

9.1 Each Party (“Receiving Party”) acknowledges that in the course of performing its duties under this Agreement, it may obtain Confidential Information from the other Party (“Disclosing Party”).

9.2 During the Term and thereafter, the Receiving Party shall treat all Confidential Information as secret, confidential, and proprietary, and shall not disclose or use the same without the prior written consent of the Disclosing Party, other than to the Receiving Party’s employees and contractors on a need to know basis for the purpose of performing its obligations under this Agreement, or as required by law. The Receiving Party shall implement such procedures as it considers reasonably necessary to prevent the intentional or negligent disclosure to any third party of any Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prevent the disclosure by the Receiving Party or its employees of information that:

(a) prior to its disclosure to the Receiving Party, was of general public knowledge;

(b) becomes, subsequent to its disclosure to the Receiving Party, a matter of general public knowledge other than as a consequence of a breach by the Receiving Party of any obligation under this Agreement;

(c) is made public by the Disclosing Party; or

(d) is received in good faith from a third party having the right to disclose it, who, to the Receiving Party’s knowledge, did not obtain such information from the Disclosing Party and who imposes no obligation of secrecy on the Receiving Party with respect to such information.

9.3 No announcements or press releases concerning the subject matter of this Agreement shall be made by either Party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

10. Data Protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Action 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

11. Term and Termination

11.1 This Agreement shall commence on the Effective Date and will continue for an initial period of 2 years, unless terminated earlier in accordance with its terms. Following the end of such initial period the Agreement shall automatically continue for further 12 month periods, unless either Party provides written notice of termination to the other Party not less than 30 days prior to the end of the initial period or any subsequent period.

11.2 Notwithstanding clause 11.1, without affecting any other right or remedy available to it, either Party may terminate this agreement, without cause at any time, giving not less than 1 months’ written notice to the other Party.

11.3 Either Party may immediately terminate this Agreement, at any time in the event that:

(a) the other party commits a material breach of this Agreement which is not capable of remedy;

(b) the other party commits a material breach of this Agreement and (if such breach is capable of remedy) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party ceases to do business, becomes unable to pay its debts as they fall due within the meaning of section 214 of the Companies Act 1963, is the subject of bankruptcy proceedings (in the case of a sole trader), becomes or is deemed insolvent, has a receiver, manager, examiner, or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction to which the non-terminating party has previously agreed in writing), enters into liquidation (whether compulsory or voluntary), or suffers or undergoes any analogous process to the above in any jurisdiction.

12. Consequences of Termination

12.1 On termination of this Agreement for any reason:

(a) all licences and benefits granted under this Agreement shall immediately terminate;

(b) Grassboots shall no longer be entitled to use the Affiliate IP and the Affiliate shall no longer be entitled to use the Grassboots IP;

(c) The Affiliate shall delete the Affiliate Link Pages; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

12.2 The following clauses shall survive any termination of this Agreement 1, 4.2, 7.5, 8, 9, 10, 12, 14 and 18.

13. Force Majeure

Neither Party (“Delayed Party”) will have any liability to the other Party (“Affected Party”) under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (excluding any industrial disputes involving its own workforce), act of God, epidemics or pandemics, war, riot, terrorism civil commotion, compliance with any law or regulation, fire, flood or storm (each a “Force Majeure Event”), provided that:

(a) the Affected Party is notified of such an event and its expected duration; and

(b) the Delayed Party uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned,

and that if the period of delay or non-performance continues for 30 days or more, the Affected Party may terminate this Agreement by giving 10 Business Days’ written notice to the Delayed Party.

14. Notices

14.1 Normal communications between the parties in respect of commercial matters shall be conducted by email.

14.2 Any notice or other communication required to be given to a Party under or in connection with this Agreement (such as a termination notice or the like) will be in writing and will be delivered by hand or sent by pre-paid registered post or other next working day delivery service providing proof of delivery, at its principal place of business as set out above, or sent by email to the other Party’s main email address.

14.3 Any notice or communication will be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next Business Day (excluding Saturdays) after transmission, or otherwise at 9.00 am on the second Business Day (excluding Saturdays) after posting or at the time recorded by the delivery service.

14.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. Assignment

15.1 The Affiliate shall not, without the prior written consent of Grassboots, assign, transfer, charge, subcontract, nor deal in any other manner with all or any of its rights or obligations under this Agreement.

15.2 Grassboots may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice of such dealing to the Affiliate.

16. General

16.1 Nothing in this Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

16.2 The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which the Party may be lawfully entitled.

16.3 Each Party hereby covenants and agrees that it shall execute and deliver such deeds and other documents as may be required to implement any of the provisions of this Agreement.

16.4 The failure of any Party to insist on strict performance of a covenant hereunder or of any obligation hereunder shall not be a waiver of such Party’s right to demand strict compliance therewith in the future.

16.5 This Agreement may be executed in multiple copies, each of which shall for all purposes constitute one Agreement, binding on the Parties, and each Party hereby covenants and agrees to execute all duplicates or replacement counterparts of this Agreement as may be required.

16.6 In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

17. Entire Agreement

17.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

17.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17.3 Nothing in this clause will limit or exclude any liability for fraud.

17.4 No alteration to or variation of this Agreement will take effect unless and until the same is in writing and signed on behalf of each of the Parties by a duly authorised representative

18. Law and Jurisdiction

18.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England and Wales.

18.2 Each Party irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.

Schedule1: Commission

*minus any rebate, allowance, credit or other adjustment granted or allowed and any service fees or fulfilment or other charges (including in relation to third party payment providers such as Stripe) paid or payable by Grassboots to any third party.