Club Partnership Agreement

Dear Prospective Club Director,

We are entering into this agreement to establish DUPR INC., a Delaware corporation (“DUPR”) as the official Pickleball rating and ranking system of your Organization (“Partner”) and to describe the software, consideration and/or services each of the parties will provide to the other during the Term of this agreement (hereinafter the “Agreement”). In consideration of the mutual covenants, terms and conditions set forth in this letter agreement, and for such other good and valuable consideration, DUPR and Partner agree as follows:

1. Term.  
   1. This agreement shall have an initial term commencing on the date the Digital Club Application is submitted (the “Effective Date”) and continuing for one year (the “Initial Term”).
   2. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one- year terms unless either party provides written notice of nonrenewal prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). If the Term is renewed for one or more Renewal Terms, the terms and conditions of this Agreement during each Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any changes in writing and executed by both parties.  If either party provides timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in Section 6. 

2. DUPR’S Services and Obligations. 
3. ‍During the Term, DUPR will provide Partner with web-based access to use DUPR’s enterprise software platform, which includes the following features:
   1. A club module with a member roster and club leaderboard.
   2. Ability to add matches for club members to DUPR's database.
   3. Access to DUPR's integrated API partners to run DUPR events.

3. Partner’s Services and Obligations.
4. ‍During the Term, Partner shall provide the services, consideration and information to DUPR as set forth in the attached Addendum to Partnership Agreement.  In addition, Partner agrees that during the Term, it shall use exclusively DUPR as its ratings system.

4. Access and Use.
   1. Subject to the terms and conditions of this Agreement, DUPR hereby grants Partner a non-exclusive, non-transferable right to access and use DUPR’s Services during the Term. DUPR shall provide to Partner passwords and network links or connections necessary to allow Partner to access DUPR’s Services.  Partner’s right to access and use DUPR’s Services shall immediately cease upon expiration of the Term or termination of the Agreement, whichever occurs earlier.
   2. Partner cannot sell DUPR rating data or provide DUPR rating or profile data to anyone at anytime. 
   3. Partner shall not use DUPR’s Services for any purposes beyond the scope of the access granted in this Agreement. Partner shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of DUPR’s Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available DUPR’s Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of DUPR’s Services, in whole or in part; (iv) remove any proprietary notices from DUPR’s Services; or (v) use DUPR’s Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   4. DUPR reserves all rights not expressly granted to Partner in this agreement. Except for the limited rights and licenses expressly granted under this agreement, nothing in this agreement grants, by implication, waiver, estoppel, or otherwise, to Partner or any third party any intellectual property rights or other right, title, or interest in or to DUPR’s intellectual property.
   5. Notwithstanding anything to the contrary in this Agreement, with or without advance notice to Partner, DUPR may temporarily suspend Partner’s access to any portion or all of DUPR’s Services if: (i) DUPR reasonably determines that (A) there is a threat or attack on any intellectual property owned or developed by DUPR; (B) Partner’s use of DUPR’s Services disrupts or poses a security risk to the intellectual property owned or developed by DUPR; (C) Partner is using DUPR’s Services for fraudulent or illegal activities; (D) Partner is in breach of this Agreement; or (E) DUPR’s provision of DUPR’s Services to Partner is prohibited by applicable law. 

5. Termination and Survival of Terms.
   1. This Agreement may be terminated by either party, in its sole discretion, with 30 days’ prior written notice to Partner, for any reason.  Partner may terminate this agreement if DUPR fails to deliver the software and/or services required under this Agreement; provided, however, prior to any such termination, Partner shall provide written notice to DUPR of its alleged failure to deliver the software and/or services and DUPR shall have thirty (30) days to cure any such default after receipt of written notice from Partner.  If DUPR cures the alleged default, this agreement shall not be terminated and shall continue in accordance with its terms and conditions.  
   2. The rights and obligations of the parties set forth in Sections 5(b)-(d), 7, 8, 9, 10 and 11, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

6. Limitation of Liability.
7. DUPR and its officers, shareholders, directors, affiliates, representatives, contractors, and employees will not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond DUPR’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Partner to DUPR for the services under this agreement in the twelve (12) months prior to the act that gave rise to the liability, in each case, whether or not DUPR has been advised of the possibility of such damages.

7. Confidentiality.
   1. From time to time during the Term, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products and services, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information").
   2. Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns (collectively "Representatives"); (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its Representatives before being disclosed by or on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information.
   3. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.
   4. The Receiving Party shall be responsible for any breach of this Section 8 caused by any of its Representatives. On the expiration or termination of the Agreement, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.  In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section 8 and to secure its enforcement.
   5. Each party agrees to not make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other party.

8. Intellectual Property.
   1. As between the parties, each party shall solely own all right, title, and interest in and to any intellectual property invented, created, or otherwise originated solely by its, or any of its affiliates or Representatives. 
   2. Each party shall disclose to the other party all of its intellectual property and provide such additional information and disclosures relating to such intellectual property as may be reasonably requested by such other Party to identify said intellectual property.
   3. Except as otherwise expressly provided in this agreement, under no circumstances shall a party, as a result of this agreement, obtain any ownership interest or other right, title, or interest in or to any intellectual property or Confidential Information of the other party, whether by implication, estoppel, or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to this Agreement.
   4. During the Term, a party may grant to the other party a limited, non-delegable license to use intellectual property or branding.  That license is limited to use consistent with this Agreement and the license is revoked at the end of the Term.

9. Representations and Warranties.
   1. Each party warrants that it shall perform the services and obligations assigned to it and set out in this Agreement:
      1. In accordance with the terms and subject to the conditions set out in this Agreement.
      2. In compliance with all applicable legal and regulatory requirements.
      3. Using personnel of industry-standard skill, experience, and qualifications.
      4. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
   2. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Assignment.
11. This Agreement shall not be assigned, transferred or conveyed by Partner except with DUPR’s prior written consent, which may be granted or withheld in DUPR’s sole discretion. DUPR may transfer and assign any of its rights and obligations under this Agreement without the consent of Partner.
12. ‍

11. Force Majeure. 
12. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of one party to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (the "Impacted Party") reasonable control, including, without limitation, the following force majeure events (collectively, the "Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, mandates or actions; (e) embargoes or blockades in effect on or after the date of this agreement; (f) national or regional emergency; (g) disease or virus outbreak; and (h) other similar events beyond the reasonable control of the Impacted Party.
13. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 12, the other party may thereafter terminate this Agreement upon 30  days' written notice.
14. ‍

12. Miscellaneous.
    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 
    2. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.
    3. No promises or inducements for this Agreement have been offered or made except as expressly stated in this agreement. This agreement is executed without reliance on any statement or representation by any other party or its representatives.
    4. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
    5. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind DUPR in any respect whatsoever.
    6. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys’ fees.
    7. This Agreement and all matters arising out of or relating to this agreement are governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflicts of laws principles.
    8. All notices under this Agreement will be in writing and delivered personally or by U.S. mail to the address of the party written below.

‍

ADDENDUM TO PARTNERSHIP AGREEMENT

This Addendum is intended to outline the Services and Obligations of Partner referenced in Paragraph 3 of the above letter agreement.  

1. Partner’s Services and Obligations. 
2. Partner shall provide the following services, consideration and information to DUPR and is obligated to DUPR as follows:
   1. Partner shall manage retention campaigns and annual renewals for DUPR ratings access.
   2. Partner shall require all players associated with a DUPR match to have a registered DUPR account before submitting the match data.
   3. Partner shall send out marketing materials to all pickleball club administrators affiliated with Partner promoting the DUPR rating regularly.
   4. Partner, including its Representatives as defined in the Agreement, shall interact with DUPR respectfully and professionally.