Organiser Agreement

Last Reviewed/Dated: 04/04/2025 1. Contact Information Trading Name: Simmply Active Mailing Address: 47, Crouch Street, Colchester, CO3 3EN, England Email: d.simmons@simmplyactive.com Website: www.simmplyactive.com/contact 2. Introduction These terms outline the agreement between Simmply Active and an organiser regarding sponsored campaigns. By creating a partner account or submitting a campaign, the organiser agrees to these terms. You will operate independently from Simmply Active; this creates no employment, partnership, or agency relationship. 2.1.1. Important Notice for Invitees If your organisation or business was invited to participate by Simmply Active another organiser agreement may be provided during negotiations in which case these agreement only serves as reference. 2.2. Key Terms and Definitions According to Apple store guidelines section 3.1 all new features and in-app pruaches must be described in the app description. According to the Google Play Developer policies developers must be transparent about how user data is shared. To facilitate this Simmply Active requires a policy pertaining to data collection and storage from our partners if data is being collected and stored by them. Other preliminary responsibilities and matters of compliance concerning the organiser include: Users participate under separate User Terms and Privacy Policy available in the Simply Active Rewards app. The organiser must also comply with Apple App Store and Google Play Store terms where applicable. 2.2.1. Definitions Campaign definition: Campaign refers to the organisers sponsored challenge, promotion, or event within our app.

• Rewards definition: Rewards refers the prizes, incentives, or benefits you offer to users.
• User Data definition: User Data means the limited information Simmply Active may share about participants (username, campaign progress only).
• Platform definition: Partner Platform refers to Simmply Actives online tools for managing campaigns.
• Clear distinctions: These terms use ‘the organiser’ for partners and 'the user' for app participants.

3. Partner Eligibility and Account Setup 3.1. Who Can Become a Partner To qualify to be an organiser for this project the following conditions must be met:

• The organiser must be a legally registered business, non-profit, or authorised organisation.
• The organiser must operate in regions where our app is available and partnerships are permitted.
• The organiser products/services must align with our fitness, wellness, and community values.
• The organiser must provide: business name, contact person, email, phone, tax ID (if applicable), website. All information must be current, accurate, and complete.
• Simmply Active may request additional documentation to verify the organiser’s business identity.
• The organiser must notify Simmply Active within 30 days of any changes of business information
• Simmply Active reserve the right to accept or decline any partnership at our discretion.

3.2. Restricted Partnerships The following types of activities are restricted from partnering with our platform:

• gambling services, adult content, tobacco, weapons, illegal substances.
• deceptive marketing practices, pyramid schemes, or businesses promoting unsafe activities.

Simmply Active may decline partnerships that could harm our reputation or user trust. Simmply Active may terminate existing partnerships that later fall into restricted categories. 4. Rewards and Fulfillment 4.1. Describing Your Rewards The organiser must provide the following specifications for rewards to be in compliance with this agreement failure to do so will result in termination of the project according to our discretion.

• Exact product name, model, size, colour, specifications.
• State the exact number available or 'while supplies last'.
• Provide approximate retail value if applicable.
• Rewards must be valid for at least 6 months from user redemption.

4.2. Your Delivery Responsibilities The organiser agrees to commit to the following responsibilities and must inform Simmply Active if they are unable to comply as soon as possible:

• (If product applicable) Deliver rewards within 14 days of user redemption confirmation.
• (If product applicable) Provide shipment tracking numbers to users for physical rewards.
• (If product applicable) Notify users of delivery status and any potential delays.

4.3. Reward Quality and Safety Further resonsibilites for product quality and safety which the organiser is resposible for include:

• Rewards must be new, undamaged, and fully functional.
• All physical rewards must comply with applicable product safety regulations.
• Honour all manufacturer warranties and guarantees.
• Immediately notify Simmply Active of any product recalls or safety issues.

5. Data Protection and User Privacy 5.1.1. Date Protection Statement Please see our full privacy policy for information relevant to this section. By agreeing to this policy and partnering with Simmply Active you must also agree to the privacy policy. 5.2. Our Respective Roles 5.2.1. Controller relationship Simmply Active and the organiser are independent data controllers - we each control our own processing. 5.2.2. User consent Simmply Active will obtain explicit user consent before sharing any data with the organiser. 5.2.3. Limited sharing Simmply Active will only share data necessary for campaign administration. 5.2.4. No processing relationship Simmply Active does not process data on your behalf as a processor. 5.3. Your Data Protection Commitments Simmply Active requires that the organiser adhere to the following commitments to protect user data:

• Use limitation: Use data only for the specific campaign purpose.
• No marketing: "Do not use data for unrelated marketing without additional consent.
• Security measures: Implement appropriate technical and organisational security measures.
• No onward sharing: Do not share data with third parties without our permission.

5.4. International Data Handling

• Transfer restrictions: Do not transfer data outside approved regions without safeguards.
• Adequate safeguards: Use UK-approved transfer mechanisms if international transfers are necessary.
• User transparency: Users are informed if their data may be transferred internationally.
• Local compliance: Comply with all local data protection laws.

6. Branding and Intellectual Property 6.1. Using Our Brand Materials

• Limited license: We grant you a limited license to use our logos for promoting this campaign.
• Usage guidelines: Follow Simmply Active’s brand guidelines for logo placement, sizing, and colours.
• No modification: Do not alter, animate, or distort our logos.
• License termination: This license ends when our partnership ends or campaign concludes.

6.2. Your Brand Materials License

• Grant of rights: You grant us a license to use your brand materials for campaign promotion.
• Usage scope: We may use materials in-app, on our website, and in related marketing.
• Quality assurance: We will use materials as provided and maintain quality standards.
• User sharing: Users may share campaign materials for personal, non-commercial purposes.

7. Responsibilities and Liabilities 7.1. Your Indemnity Commitments

• Indemnity scope: You will indemnify us against claims arising from: your rewards, your content, your data handling.
• Defense control: You control the defense of claims, with our cooperation.
• Cost coverage: You cover reasonable legal costs and settlement amounts.
• Continuing obligation: This indemnity survives termination of our agreement.

7.2. Our Liability Limits

• Excluded damages: Simmply Active is not liable for indirect, consequential, or special damages.
• Service disclaimer: Services provided 'as is' without warranties of merchantability.
• Dispute mediation: We mediate but are not liable for user-partner disputes.

7.3. Important Exceptions

• Personal injury: Liability limits do not apply to death or personal injury from negligence.
• Fraud exception: No limitation for fraud or intentional misconduct.
• Statutory rights: Cannot limit liability where prohibited by law.
• Consumer protection: Consumer statutory rights are preserved.

8. General Terms 8.1. Confidentiality

• Definition: Confidential information includes business plans, user metrics, pricing.
• Protection period: Protect during partnership and for 3 years after termination.
• Permitted disclosures: May disclose if required by law or to professional advisors.
• Return/destruction: Return or destroy confidential information upon request.

8.2. Events Beyond Our Control

• Definition: Includes: natural disasters, pandemics, strikes, utility failures.
• Notification: Notify each other as soon as possible of force majeure events.
• Mitigation efforts: Make reasonable efforts to overcome or work around.

8.3. Partial Invalidity

• Severability clause: If any part is invalid, the rest remains in effect.
• Reformation option: May modify invalid provisions to achieve original intent.
• No complete invalidation: One invalid clause doesn't invalidate entire agreement.
• Law compliance: Interpret terms to comply with applicable laws.

8.4. Official Notices

• Delivery methods: Email, registered mail, or Partner Platform messaging.
• Effectiveness: Considered received when delivered during business hours.
• Update obligation: Notify of contact changes within 14 days.

8.5. Our Relationship

• Independent status: No partnership, joint venture, or agency created.
• No authority: Cannot bind each other without written authorisation.
• Separate businesses: Each responsible for own taxes, employees, decisions.
• Competition freedom: May work with other partners or competitors.

8.6. Waiver of Rights

• No implied waiver: Not enforcing a right doesn't mean waiving it.
• Written requirement: Only written waivers signed by both parties are effective.
• Specificity: Waiver of one right doesn't waive other rights.
• Cumulative rights: Rights under this agreement are cumulative.