Partner License Agreement

This Partner License Agreement ("Agreement") forms an integral part of each purchase order issued by the partner ("Partner") to 424 RL Ltd doing business as Podium X ("Company"). The terms of this Agreement govern the relationship between the Partner and the Company concerning the usage and distribution of the Company's products.

Whereas:

A) The Company has developed proprietary digital products including game-based workshops and AI coaching services ("Products"), which are designed to facilitate learning and team development through innovative technologies.

(B) The Partner wishes to utilize these Products within its own organization or resell them to its customers.

Now, therefore, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

Agreement and Purchase Order Relationship:

1.1. This Agreement outlines the general terms and conditions under which the Partner may use and resell the Products. However, specific commercial terms such as pricing, payment terms, and other pertinent details will be exclusively detailed in the relevant purchase order issued by the Partner.

1.2. In the event of any discrepancy between the terms of this Agreement and the terms specified in a purchase order, the terms of the purchase order shall prevail.

Product Definitions:

2.1. Platform:"Platform" refers to the underlying technology developed by the Company, which supports the functionality and operation of both Off-the-Shelf Products and Custom Products. This technology facilitates the delivery, execution, and management of the digital products provided by the Company.2.2. Off-the-Shelf Products:"Off-the-Shelf Products" are pre-developed digital products by the Company, including game-based workshops and AI coaching services. These products are available for non-exclusive licensing by the Partner and may also be marketed and sold directly by the Company or through other partners. The Partner is permitted to rebrand these products, subject to the original content and functionality remaining the property of the Company.2.3. Custom Products:"Custom Products" refer to digital products specifically developed to incorporate and utilize content, specifications, or requirements provided by the Partner. These products are created for exclusive use and distribution by the Partner. The Company's role is limited to the integration and development of the Partner’s content into the digital product.

Intellectual Property Rights:
3.1. General Ownership:“IP Rights” shall mean all intellectual, industrial, and intangible property rights and other proprietary rights, recognized in any jurisdiction, including, but not limited to: rights associated with inventions, discoveries, developments, processes, or designs; rights associated with works of authorship; trade secret, moral rights, and mask work rights; and rights relating to designs, trademarks, service marks, and trade names.
3.2. Each Party (and its affiliates) shall retain all IP Rights in relation to its own Background IP when such Background IP is embedded or incorporated into the Product and or Platform.“Background IP” shall mean: (i) with respect to the Company all IP Rights owned or controlled by it, existing prior to the Effective Date or resulting from activities which are independent from the performance of this Agreement and the applicable Purchase Order., including, but not limited to, the gamify technology and the Platform; and (ii) with respect to the Partner, all IP Rights owned by he/she/it in connection with the content for the Custom Product or resulting from activities which are independent of the performance of this Agreement.

Grant of License:
4.1. Subject to the terms of this Agreement, the Company hereby grants the Partner a limited, non-assignable, non-transferable, non-exclusive right during the Term (as defined below) to offer the Product to potential end customers who may use the Product solely through the Platform.
4.2. The Partner hereby grants the Company a limited, nonexclusive license to use content provided by the Partner for the purpose of producing and gratifying and producing a specific Custom Product.
4.3 The Partner represents that they have the authority to share such content and that it is free from any copyright restrictions. Furthermore, the Partner acknowledges that the Company may produce similar custom products as it works with multiple partners and develops products independently.

Termination:
5.1. Term: The license for using the Products is granted for one year from signing the relevant purchase order.
5.2. Termination Rights: Either party may terminate this Agreement at any time by giving the other party written notice.
5.3. Effect of Termination on Custom Products: Upon termination, all Custom Products incorporating the Partner’s content will be discontinued and deleted from the Company's systems.

Limitation of Liability:
6.1. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from or in connection with this Agreement.
6.2. Each party's total liability to the other from any and all claims (whether in contract, tort, or otherwise) under this Agreement will not exceed the amount paid or payable by the Partner to the Company under the purchase order that is the subject of the claim in the twelve months prior to the event giving rise to liability.

Indemnification:
7.1. Each party hereby waives any rights to seek indemnification, hold harmless, or recovery of damages from the other party for any claim, liability, loss, or expense arising from or in connection with this Agreement or the use of the Products, except where such claims result from the gross negligence or willful misconduct of the indemnified party.

Confidentiality:
8.1. Each Party (a “Receiving Party”) recognizes and agrees that any and all information with respect to the other Party (a “Disclosing Party”), its business, activities, operations, services, and technology, revealed or exposed to it by such Party, or which comes to Receiving Party’s knowledge over the course of its activities hereunder, including without limitation any know-how, technical data, engineering and technical information, financial and commercial information, etc. (“Confidential Information”) is of a confidential and proprietary nature and shall remain at all times the property of the Disclosing Party. Receiving Party agrees and undertakes, during the Term of this Agreement (and the applicable I.O.) and at all times thereafter, to keep in strict confidence and not to disclose any Confidential Information or allow same to be disclosed to any third party, or to make any use of Confidential Information other than for the purposes of this Agreement.
8.2. Information shall not be considered Confidential Information if it falls within certain exceptions detailed in this section.

RELATIONSHIP OF PARTIES:
9.1. The Parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. The Partner is not authorized to and shall not assume any obligation of any kind, expressed or implied, make any representation on behalf of the Company and/or to waive any right, interest or claim that the Company may have against any other person.

MISCELLANEOUS:
10.1. Entire Agreement. This Agreement, together with the applicable Purchase Order contains the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof, if any.
10.2. Assignment. The Company may freely assign and/or transfer any and all of its rights and obligations under this Agreement and/or the applicable Purchase order to any third party.
10.3. Amendments. The Company may amend, modify, supersede, renew, or extend this Agreement at any time and from time to time at its sole discretion. The updated Agreement shall be posted on the Company Website. Partner will be notified by email of any change made.
10.4. Interpretation. The captions and titles in this Agreement are intended solely for convenience and will have no significance in the construction or interpretation of this Agreement.
10.5. Acceptance of Terms and Conditions and Privacy Statements: Each end user is required to accept the end user Terms and Conditions ("T&C") and Privacy Statements upon initiating the use of the Product on the Platform.
10.6. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
10.7. Force Majeure. Neither Party shall be deemed to be in breach of this Agreement and the applicable I.O., nor shall such Party incur liability or bear responsibility due to a delay or failure in performance (other than of obligations regarding the payment of money or confidentiality or intellectual property rights), which delay or failure caused by circumstances beyond the reasonable control of the Party affected, including but not limited to acts of God, fire, flood, war, terrorism, embargo, accident.
10.8. Governing Law and Forum. This Agreement and the applicable I.O. shall be governed by the laws of the State of Israel (excluding its choice of law rules). Exclusive jurisdiction with respect to any matter arising from or related to this Agreement and the applicable I.O. shall rest with the competent courts in Tel Aviv - Jaffa, only, to exclude the jurisdiction of any other court.




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