DISTRIBUTOR AGREEMENT

Version No. 1

This document was last updated on December 11, 2023.

This Distributor Agreement (the "Agreement"), is a legally binding agreement between Smart Glocal Services Limited, a company registered under the laws of Hong Kong with company number 2952290, whose registered office is at Room B2, Unit C, 1/F, Freder Centre, 68 Sung Wong Toi Road, Kowloon, Hong Kong SAR (the "Company"), and You (the "Distributor") that has acceded to the terms of this Agreement using the Company's software ("Service"). The Company and the Distributor are collectively referred to as the "Parties".

PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING INTO THE AGREEMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND FULLY AGREE TO ALL THE TERMS OF THIS AGREEMENT. YOU HAVE NO RIGHT TO ENTER INTO AN AGREEMENT IF YOU DO NOT AGREE WITH ALL ITS TERMS.

1. THE SUBJECT OF THE AGREEMENT
1.1. This Agreement provides the Distributor with the opportunity to acquire the rights to use the Software ("License"), information about which is posted in the Service, for the purpose of transfer as a gift or reward to end users. You can find out the name of the purchased the Software, its cost and functional purpose through the Service.

2. COST OF THE LICENSE
2.1. The cost of the License for the Distributor is indicated in the Service. The cost of the License is affected by the number of Licenses purchased at the same time and their validity period (12 months by default).

3. PROCEDURE FOR PURCHASING THE LICENSE
3.1. The Distributor can order and purchase a License through the Service by selecting the required number of Licenses, as well as their validity period.
3.2. After selecting the required number of Licenses, the Distributor must make the payment in accordance with the instructions of the Service. In case of non-payment, the Distributor's order is canceled.
3.3. After receiving payment from the Distributor, the Company reserves the required number of Licenses for the Distributor within one (1) business day and sends the Distributor an electronic confirmation through the Service that the purchased Licenses are available to the Distributor for transfer to end users. From the moment the Company sends the above confirmation to the Distributor through the Service, the purchase of the License is considered completed, and the Licenses are considered delivered to the Distributor.
3.4. PLEASE NOTE that the actual use of the purchased Licenses by the Distributor, i.e. the transfer or non-transfer of Licenses to end users, does not affect the fact that the Company properly fulfills its obligations. From the moment the Licenses are delivered to the Distributor (clause 3.3.), the cost of Licenses is not refunded.

4. PROCEDURE OF TRANSFERRING THE LICENSE TO AN END USER
4.1. The License is transferred to end users on behalf of and at the expense of Distributor. Distributor independently determines the price, terms, and methods of transferring the License to end users.
4.2. The Distributor provides the end user with a License through the functionality of the Service. From this moment, the validity period of the License begins.

5. TERMS OF USE OF THE LICENSE
5.1. The use of the License by an end user is carried out in accordance with the license agreement between the end user and Company, which is concluded at the moment the end user starts using the License. The terms of this license agreement are determined unilaterally by Company and are not subject to this Agreement.

6. TAXES
6.1. Each Party is independently responsible for assessing, withholding, declaring and the payment of any taxes and other mandatory payments required by the legislation of the state of its tax residency in respect of income received or paid in accordance with this Agreement.
6.2. If, in accordance with the legislation of the jurisdiction in which Distributor is registered or is a tax resident, a payment under this Agreement is subject to tax, Distributor is obliged to deduct such tax from the funds paid to Company. If withholding or other taxes are imposed on Distributor, Distributor is obliged to pay such taxes and provide Companywith proof of payment as soon as possible, but in any case, no later than ten (10) business days after the written request.

7. CONFIDENTIAL INFORMATION
7.1. Confidential Information – all information of a Party including, without limitation, information and/or personal data provided by a Party, its related corporations, affiliates, employees, agents, representatives, advisors, or consultants, whether disclosed or communicated verbally, in writing or in any other tangible form, and whether relating to a Party's business, operations, processes, plans, requirements, inventions, product or service information, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, customers and business affairs.
7.2. Each Party acknowledges that if it receives or gains access to Confidential Information belonging to the other Party including, without limitation, Confidential Information created in the performance of the Agreement, then that Party shall hold all such Confidential Information in confidence, and shall not disclose the Confidential Information to any third party without the prior written consent of the other Party.
7.3. If one of the Parties ("Requested Party") receives a request from a competent authority to disclose Confidential Information of the other Party, it shall immediately notify this other Party of such request unless the law prohibits doing so. Requested Party shall take all measures to assist the other Party in obtaining an injunction to restrain Requested Party from such disclosure.
7.4. Each Party agrees to accord at least the same standard of care to the other Party's Confidential Information and to follow practices and procedures at least as stringent as those used to protect its own Confidential Information.
7.5. Each Party shall immediately, upon becoming aware of any unauthorized disclosure, misuse, theft or other loss of Confidential Information of the other Party, whether inadvertent or otherwise, give notice to the other Party of the same.
7.6. On termination of this Agreement, each Party shall promptly: i) return to the other Party all documents and materials (and any copies) containing the other Party's Confidential Information; and ii) erase all the other Party's Confidential Information from its computer system.
7.7. If the receiving Party has breached the obligations to protect and not disclose Confidential Information and other obligations under this Agreement, the receiving Party shall reimburse the disclosing Party in full for the losses incurred due to such disclosure or wrongful use of Confidential Information.
7.8. The obligations set forth in this clause 6 shall survive any termination or expiry of this Agreement and continue in force for as long as such information constitutes Confidential Information.

8. WARRANTY DISCLAIMER
8.1. Company provides and Distributor accepts the License for Software "AS IS". COMPANY PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SOFTWARE IS WITH DISTRIBUTOR. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET DISTRIBUTOR'S REQUIREMENTS OR THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

9. LIMITATION OF LIABILITY
9.1. In case of non-compliance or inadequate performance by Parties of their respective obligations under this Agreement, Parties will incur liability as provided for under applicable law.
9.2. In cases of breach by Distributor of the terms of this Agreement, Distributor shall compensate Company in full for actual damage caused by such breach.
9.3. COMPANY'S LIABILITY TO DISTRIBUTOR UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY DISTRIBUTOR TO COMPANY IN THE PREVIOUS CALENDAR MOUNTH. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

10. NOTICES
10.1. Parties agree that documents exchanged via electronic communication channels shall be deemed valid and served in due course. Parties accept and recognize as legitimate the transfer of reporting materials by email using the corporate email addresses in the domains @smart-glocal.com and in the domains of a Company.

11. SUCCESSORS
11.1. This Agreement will be binding upon and will inure to the benefit of Parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

12. SEVERABILITY
12.1. Any provision of the Agreement that is illegal, invalid or unenforceable under the law of any country, state or province, or the laws of any sovereignty or government in which the Agreement is effective shall, in such country, state or province, or sovereignty or government, as the case may be, be deemed severable and shall not affect any other provision herein or the validity hereof.

13. APPLICABLE LAW
13.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Hong Kong law.

14. THIRD PARTY RIGHTS
14.1. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

15. AMENDMENTS
15.1. All amendments and additions hereto are valid only if they are made in writing as an addendum to the Agreement and signed by the authorized representatives of Parties.

16. TERM
16.1. The Agreement is concluded for each individual purchase of Licenses. After the Licenses are delivered to the Distributor (clause 3.3.), the Agreement is considered fulfilled and expires.
16.2. Each of Parties acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in this Agreement.
16.3. The Parties have the right to unilaterally withdraw from the execution of the Agreement before payment of the ordered Licenses.
16.4. The Parties understand that the termination of the Agreement does not affect the Licenses already sold, which remain in force and continue to be valid until their expiration date.

17. SANCTIONS REPRESENTATIONS AND WARRANTIES
17.1. Each Party represents and warrants that this Party, its business, and any of its subsidiaries or, to the knowledge of the Party, any director, officer, employee, agent or affiliate of this Party or any of its subsidiaries is not subject to any sanctions administered or enforced by the United Nations Security Council, the United States Government, including, without limitation, the United States Department of Treasury's Office of Foreign Assets Control, Her Majesty's Treasury of the United Kingdom, the European Union, or other relevant sanctions authority.

18. FORCE MAJEURE
18.1. Neither Party shall be liable for any loss or damage of any kind by reason of any failure to perform or delay in performing its obligations under this Agreement to the extent that such delay or failure results from acts of God (such as fire, flood, explosion, earthquake, storm or other natural disaster), labor disputes or strikes (other than of its own employees), mandatory or advisory government restrictions, severe power failures, failure of a server where the placed advertising and information modules are stored, or other circumstances beyond the Parties' control ("Force Majeure Event"), provided that:
• Force Majeure Event was not caused by fault or negligence of the affected Party;
• the affected Party notifies the other Party in writing as soon as reasonably practicable and, in any event, within five (5) business days of becoming aware of such Force Majeure Event and the manner and extent to which its obligations are likely to be prevented or delayed;
• the occurrence of any such Force Majeure Event shall not have the effect of discharging or postponing the affected Party's payment obligations under this Agreement;
• the affected Party continues at all times to use all reasonable endeavors to resume performance of the affected obligations;
• the affected Party, at reasonable intervals, provides updated information to the other Party on the status of Force Majeure Event and the steps taken to resume full performance of its obligations; and
• the affected Party uses all reasonable endeavors to mitigate the consequences of Force Majeure Event,
• and the relief from liability under this clause shall last for the duration of Force Majeure Event only.
18.2. If Force Majeure Event occurs, the date(s) for performance of the affected obligation(s) shall be postponed for so long as is made necessary by Force Majeure Event.

19. DATA PROTECTION
19.1. Parties acknowledge that under the terms of this Agreement each Party is a separate controller in respect of any personal data (as defined under the applicable law or laws) that is processed by either Party under this Agreement and shall independently determine the purposes and means of such processing.
19.2. Each Party will comply with all applicable requirements of data protection laws and the terms of this Agreement in relation to its processing of the personal data, and will, on request, provide the other at its own expense with reasonable assistance, information and cooperation to ensure compliance with the other Party's obligations under data protection laws.

20. INDEPENDENT CONTRACTORS
20.1. Parties are independent contractors, and nothing in the Agreement shall be deemed or construed to create an agency, joint venture, partnership, fiduciary or other similar relationship between Parties.

21. COMPANY INFORMATION
Smart Glocal Services Limited
Registration number: 2952290
Address: Room B2, Unit C, 1/F, Freder Centre, 68 Sung Wong Toi Road, Kowloon, Hong Kong SAR
Kowloon Central Post Office Box 70322, Hong Kong