This Cashback Agreement (the “Agreement”) is made and entered into as of 5th of February 2024 (the “Effective Date”) by and between

• UNPLUG-KITESURF S.A.S. (“UNPLUG-KITESURF”), a simplified joint stock company registered number 984 146 381 under the laws of France, with a registered office located at 25 rue de Ponthieu 75008 Paris, FRANCE, registered with the company register of Paris, and

• The Company (“The Company”), a professional entity, including but not limited to a school, shop, hotel, professional individual, freelance, equipment brand, or any other entity that is in collaboration with UNPLUG-KITESURF and offers services or goods to customers.

WHEREAS, UNPLUG-KITESURF offers customers of The Company the opportunity to receive cashback rewards on their purchases;

WHEREAS, The Company wishes to participate in UNPLUG-KITESURF’s cashback program and offer cashback rewards to its customers;

WHEREAS, UNPLUG-KITESURF and The Company desire to enter into this Agreement to set forth the terms and conditions governing the cashback program.

NOW,THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1. “Cashback Program” shall mean the program offered by UNPLUG-KITESURF to customers of The Company, which provides cashback rewards on purchases made at The Company.
2. “Valid Cashback Request” shall mean a request for cashback rewards from a customer that is valid and complies with the terms and conditions of the Cashback Program.
3. “Validated Amount” shall mean the amount on which the Customer Cashback Percentage applies. It shall be the amount excluding VAT spent by the customer on services or goods provided by The Company, as validated by The Company.
4. “Customer Cashback Percentage” shall mean the percentage applicable on the Validated Amount to define the Cashback Reward Amount received by the customer.
5. “Cashback Reward Amount” shall be equal to the Customer Cashback Percentage times the Validated Amount, payable by UNPLUG-KITESURF to a customer after a Valid Cashback Request.
6. “Servicing Fee Percentage” shall mean the percentage applicable on the Validated Amount to define the Servicing Fee Amount received by UNPLUG-KITESURF.
7. “Servicing Fee Amount” shall mean the Servicing Fee Percentage times the Validated Amount payable by The Company to UNPLUG-KITESURF.
2. Program Description
1. UNPLUG-KITESURF will offer a cashback program to customers of The Company who make purchases at The Company’s digital shop or retail shop, or use The Company’s services, including but not limited to rental, lessons, equipment purchases, and accommodation.
2. Customers of The Company who wish to participate in the cashback program must provide proof of their purchase or visit to The Company.
3. The Validated Amount on which the Customer Cashback Percentage will apply is solely validated by The Company. UNPLUG-KITESURF is not responsible for The Company not accepting the amount submitted by the customer. The Company has the right to amend the amount on which the Customer Cashback Percentage applies, and The Company is solely responsible for communicating it to the customer. As soon as the Validated Amount on which the cashback applies is validated, The Company is legally bound to pay the Servicing Fee Amount to UNPLUG-KITESURF.
4. As soon as the Servicing Fee Amount payable by The Company to UNPLUG-KITESURF is received in context of the execution of the Agreement, UNPLUG-KITESURF is legally bound to execute a payment of the Cashback Reward Amount to the customer. The Cashback Reward Amount will be paid to the customer within a 10 business day period that shall be effective if and only if the customer provided account details.
3. Term and Termination
1. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party.
2. Either party may terminate this Agreement upon written notice to the other party with a notice period of 1 month.
4. Representations and Warranties
1. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
2. Each party further represents and warrants that it will comply with all applicable laws and regulations in connection with its performance of this Agreement.
5. Indemnification
1. Each party agrees to indemnify and hold harmless the other party, its officers, directors, employees, and agents, from and against any and all claims arising out of or in connection with any breach of this Agreement by such party.
2. In case of failure to pay any receivable amount payable by the Company to UNPLUG-KITESURF after a Valid Cashback Request, UNPLUG-KITESURF shall take action to remove the Company from the platform www.unplug-kitesurf.com
6. Governing Law and Jurisdiction
1. This Agreement shall be governed by and construed in accordance with the laws of France.
2. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of France.