Brand Subscription Agreement

Overview

This Brand Subscription Agreement, together with any Ordering Documentation, forms a binding agreement. "Ordering Documentation" means any order form, subscription plan, statement of work, campaign order, or online checkout confirmation that references or is issued under this agreement and that identifies the Customer, the services purchased, the commission rate, the Subscription Fees, and the term. Pre-printed terms on a Customer purchase order have no effect. This agreement between GCN and the Brand identified in the applicable Ordering Documentation ("Customer"). This agreement is incorporated into GCN's TOS and governs Customer's purchase of sponsorship packages and campaign services through the Platform.

Services

Subject to Customer's compliance with this agreement, including payment of Fees, GCN grants Customer a non-exclusive, non-transferable license to access and use the Platform's Brand-facing features during the Term, solely for Customer's own sponsorship and marketing purposes.

Campaign Services

• GCN will post Customer's campaign briefs on the Platform, use AI-assisted matching to recommend suitable Athletes, and facilitate Customer's review and selection of Athletes for each campaign.
• GCN will require Athlete acceptance of campaign terms as a condition of participation and will process Athlete payment upon Customer's approval of completed deliverables.
• GCN will provide Customer with campaign performance reports, which may be assembled with the assistance of GCN's AI reporting tools and reviewed by a GCN operator before release.
• Customer is solely responsible for the accuracy, legality, and IP clearance of all campaign content, briefs, and brand guidelines it submits.

Fees

Customer shall pay the fees set forth in the applicable Ordering Documentation or Subscription Plan. Unless otherwise specified: (i) GCN's commission is the commission rate disclosed in the Platform at acceptance, applied to the total Athlete fees for each campaign and calculated on the gross campaign value before deduction of processor fees, and is disclosed to both Customer and the Athlete before campaign acceptance; (ii) any recurring Subscription Fees are billed in advance and are non-refundable except as expressly provided; (iii) payment is processed automatically via Stripe upon Customer's approval of completed campaign deliverables, and Customer authorizes GCN to charge Customer's payment method on file through Stripe for all applicable Fees; and (iv) Customer is responsible for applicable Stripe processing charges, bank fees or chargebacks resulting from Customer's payment method, and taxes. Unpaid fees not subject to good-faith dispute may accrue a late fee of 1.5% per month or the maximum permitted by law. GCN will give Customer at least sixty (60) days' written notice before increasing the commission rate or any Subscription Fee, and no increase applies to a campaign already accepted or to a Subscription term already paid for. Customer may terminate without penalty by giving notice before the increase takes effect.

Payment Failures and Non-Payment

Customer agrees to maintain a valid payment method on file. If a scheduled payment fails, GCN will attempt to reprocess it and notify Customer; Customer must update its payment method promptly to avoid service interruption. If payment is not received within five (5) days of the due date, GCN may, in its discretion: (i) restrict or suspend Customer's ability to post new campaigns or access matched Athletes; (ii) continue to accrue late fees as described above; (iii) refer the outstanding balance to a collections agency, with Customer responsible for reasonable collection costs; and/or (iv) pursue legal action to recover amounts owed, with Customer responsible for GCN's reasonable attorneys' fees and costs of enforcement.

Customer Representations

Customer represents that it has all necessary rights to the brand content, trademarks, and campaign materials it provides, that its campaigns comply with applicable law (including the FTC Endorsement Guides), and that it will not direct Athletes to engage in unlawful or deceptive conduct.

Use of Customer Marks

Customer grants GCN a limited, non-exclusive, royalty-free license to use Customer's name, trademarks, and logos to publicly identify Customer as a GCN client (for example, on GCN's website, case studies, or marketing materials) and in connection with hosting and operating the Platform. Customer may opt out of such public identification at any time by emailing legal@pickleballdealroom.com with the subject line "Customer List Opt-Out." All goodwill generated by GCN's use of Customer's marks inures to Customer's benefit.

Data and Confidentiality

Each party will protect the other's confidential information using reasonable care and will not use or disclose it except as necessary to perform this agreement. GCN will process personal data in accordance with our Privacy Policy. Where GCN processes personal data on Customer's behalf, GCN acts as a processor or service provider and Customer as the controller or business, and the parties will execute GCN's standard data processing addendum, which is incorporated by reference and available on request. GCN will process such personal data only on Customer's documented instructions, will not sell or share it, will not use it for cross-context behavioral advertising, will not retain, use, or disclose it outside the direct business relationship, will bind its subprocessors to equivalent terms, will maintain a current subprocessor list, and will assist Customer with data subject requests and security incidents. Customer's campaign briefs and brand guidelines are Customer's confidential information; GCN may process them through its AI Tools solely to operate the Platform for Customer and will not use them to train models or for the benefit of any other Customer or Affiliate.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GCN IS NOT A LAW FIRM, AND USE OF THE PLATFORM TO STRUCTURE OR MANAGE CAMPAIGN AGREEMENTS DOES NOT CONSTITUTE LEGAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS OWN LEGAL AND REGULATORY COMPLIANCE.

Limitation of Liability

GCN'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL GCN BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Indemnification

Customer will indemnify GCN against any claim arising from Customer's campaign content, breach of its representations, or violation of applicable law, including FTC guidance. GCN will indemnify Customer against third-party claims that the Platform itself (excluding Customer-supplied content) infringes a third party's U.S. intellectual property rights, subject to customary carve-outs (e.g., modification by Customer, combination with other products, continued use after notice of infringement). GCN's indemnification obligation in this section, and each party's confidentiality obligations, are not subject to the Limitation of Liability above. In addition to defending a covered claim, GCN may at its option procure the right for Customer to continue using the Platform, modify the Platform so it is non-infringing, or terminate the affected subscription and refund Fees prepaid for the unused portion of the term. Customer's indemnity does not extend to losses caused by GCN's own fraud, gross negligence, or willful misconduct, and each party will give the other prompt written notice, control of the defense, and no settlement imposing an obligation or admission without prior written consent.

Term and Termination

This agreement continues for the term specified in the Ordering Documentation and renews automatically for successive terms of equal length unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term. Before each automatic renewal, GCN will send Customer a written reminder at least thirty (30) days in advance stating the renewal date, the term length, the amount that will be charged, and how to cancel. Customer may cancel at any time through the account settings page in the Platform or by emailing support@pickleballdealroom.com, using the same mechanism by which the subscription was purchased and without speaking to a representative. GCN will confirm cancellation in writing. Where applicable law requires additional disclosure, consent, or cancellation mechanics for automatically renewing subscriptions, including the federal negative-option rule and state automatic renewal statutes, those requirements control. Either party may terminate for the other's uncured material breach following written notice, or immediately for violation of the Community Guidelines or applicable law. On termination or expiration, Customer remains liable for Fees accrued through the effective date and for campaigns already accepted by an Athlete, and GCN will complete or wind down those campaigns in good faith. Sections concerning Fees, Non-Circumvention, Confidentiality, Disclaimer, Limitation of Liability, Indemnification, and Dispute Resolution survive.

Dispute Resolution and Governing Law

This agreement is governed by the laws of Florida. Disputes shall be resolved as set forth in the Terms of Use's Dispute Resolution section, unless the parties' Ordering Documentation specifies otherwise.