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This Authorized Master Dealer Agreement (the "Agreement") is made between Ocean Rodeo (the "Company") and the business entity named in the Dealer's account on the Ocean Rodeo B2B Portal (the "Dealer"). The Company and the Dealer are each a "Party". The Dealer accepts this Agreement electronically, by ticking the acceptance box and typing the name of its authorized signatory in the Portal. The Portal records the date, time, internet address and browser of each acceptance, together with the exact text accepted, and a copy is available to both Parties. The Dealer confirms that the person accepting is authorized to bind the Dealer. 1. DEFINITIONS 1.1 "Portal": the Company's B2B ordering platform, including the booking grid, checkout, order pages, wallet and warranty pages. 1.2 "Products": the kites, wings, boards, bars, accessories and spare parts offered to the Dealer in the Portal from time to time. 1.3 "Pre-Order": an order for Products to be made in a production run (a "Delivery" or "Batch") with a booking cutoff date and an estimated ex-factory date, as shown in the Portal. 1.4 "At-Once Order": an order for Products in stock at a Company warehouse. 1.5 "Ex-Factory Date": the date on which a Batch is planned to leave the factory, as shown and updated in the Portal. 1.6 "Confidential Information": has the meaning given in Section 9. 1.7 "Territory": the country of the Dealer's registered address, unless the Company confirms a different territory in writing. 2. APPOINTMENT & TERRITORY 2.1 Appointment: The Company appoints the Dealer as a non-exclusive authorized dealer of the Products, entitled to buy Products through the Portal and resell them to end users (consumers, schools, rental centres and clubs) from its own premises and its own websites. 2.2 Territory and Active Sales: The Dealer shall concentrate its sales efforts on the Territory. The Company may appoint other dealers and distributors in the Territory and may sell there directly. Where the Company has allocated a territory or customer group exclusively to another dealer or distributor, the Dealer shall not actively market or sell into that territory or customer group. Nothing in this Agreement restricts the Dealer from responding to unsolicited orders from customers located anywhere (passive sales), or restricts any sale that may not lawfully be restricted under the competition law that applies to the Dealer. 2.3 Independent Business: The Dealer buys and resells Products in its own name and for its own account and sets its own resale prices. The Dealer is an independent business and not an agent, partner, franchisee or employee of the Company, and may not bind the Company. 2.4 Account Types: The Company may classify the Dealer (for example Shop, School or Distributor). The classification decides which Products and terms the Dealer sees in the Portal, such as school and demo equipment. 2.5 Online Sales and Marketplaces: The Dealer may sell the Products through its own websites, which must present the Products in line with Section 7. The Dealer shall not sell the Products through third-party online marketplaces (for example Amazon, eBay, AliExpress or Alibaba) without the Company's prior written consent. This restriction protects the brand image and the after-sales service of the Products, and applies equally to all dealers. 2.6 No Sales to Resellers Outside the Network: The Dealer shall not knowingly sell Products to a person who intends to resell them commercially, other than to another authorized Ocean Rodeo dealer or distributor. 3. ORDERS 3.1 Ordering through the Portal: All orders are placed through the Portal. Orders sent by email, telephone or purchase order are not accepted unless the Company confirms them in writing. 3.2 Formation of Contract: An order becomes binding on the Company when the Portal confirms it after the deposit (for Pre-Orders) or the full payment (for At-Once Orders) has been received. Until then the Company has no obligation to reserve stock or production capacity. Each confirmed order is a separate contract governed by this Agreement and by the purchase agreement the Dealer signs at checkout. If the two conflict, the signed purchase agreement prevails for that order. 3.3 Changes before the Cutoff: Until the booking cutoff date of a Batch, the Dealer may change the quantities of a confirmed Pre-Order for that Batch in the Portal. The Portal recalculates the price and the deposit; an additional deposit is charged and a lower deposit is credited to the Dealer Credit Wallet. After the cutoff date a Pre-Order can only be changed with the Company's written consent. 3.4 Minimum Production Quantities: Some Batches require a minimum quantity of a product (MOQ) across all dealers. If a product does not reach its MOQ by the booking cutoff date, the Company may cancel it, offer a different size or colour, or move it to another Batch. If the Dealer does not accept the alternative, the deposit paid for that product is credited to the Dealer Credit Wallet or, at the Dealer's request, refunded. 3.5 Stock Shortfalls: If an At-Once Order asks for more units than are in stock, the Portal may offer to ship the available units now and book the rest into the next open Batch as a Pre-Order, at Pre-Order prices and terms. 3.6 Product Changes: The Company may make reasonable changes to the specification, materials or colours of Products, provided form, fit and function are not materially affected. 4. PRICES & PAYMENT 4.1 Prices: Prices are those shown to the Dealer in the Portal at the time of the order, in the Dealer's account currency. Prices are calculated by the Portal from (a) the Dealer's price list, (b) the volume discount level reached by the Dealer's booking, (c) for Pre-Orders, how early the order is placed relative to the Ex-Factory Date, and (d) any special terms in the Dealer's account. Some Products are sold at a fixed net price: they count towards the discount level but receive no further discount. The Company may change prices and discount rules for future orders at any time; confirmed orders keep their price. 4.2 Recommended Retail Prices: Any retail price (MSRP) shown in the Portal is a non-binding recommendation. The Dealer is free to set its own resale prices. Additional rules for the United States are set out in the Local Addendum. 4.3 Pre-Order Payments: Unless the Dealer's account states otherwise, a Pre-Order requires a deposit of 30% of its net value at checkout, and the balance of 70% of each Batch is due 30 days before that Batch's Ex-Factory Date. The balance is collected only once the Batch has reached the production status set by the Company; if the Ex-Factory Date moves, the balance due date moves with it and the Dealer is notified. 4.4 At-Once Orders: At-Once Orders, and any shipping and duties quoted at checkout, are paid in full at checkout. 4.5 Payment Methods: The Dealer may pay by card or, where offered, by bank transfer. By saving a card at checkout, the Dealer authorizes the Company and its payment processor (currently Stripe) to store the card and charge each balance automatically on its due date. Any balance in the Dealer Credit Wallet is applied first. Bank transfers must quote the order number and arrive in full, free of bank charges. 4.6 Deposits: The deposit secures production capacity and is not refundable, except where this Agreement says otherwise (Sections 3.4, 6.4 and 12.3, and the Dealer's statutory rights). 4.7 Late Payment: If a balance is not paid by its due date, the Company will send reminders. If it remains unpaid seven (7) days before the Batch is dispatched, the Company may, by notice to the Dealer: (a) cancel the unpaid order and keep the deposit as a genuine pre-estimate of its loss, and (b) release the Products for sale to others. Overdue amounts bear interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until payment. The Company may also suspend further orders and deliveries while any amount is overdue. 4.8 Taxes: Prices exclude VAT, GST, sales tax, import duties and similar charges, which the Dealer pays unless the order is shipped Delivered Duty Paid (DDP). Where a reverse-charge or exemption applies, the Dealer shall provide valid tax numbers and certificates; if it does not, the Company may charge the tax. 4.9 Dealer Credit Wallet: Credits for approved warranty claims, cancelled products, overpayments and corrections are held in the Dealer's wallet in the Portal. Credits are applied automatically to the Dealer's next payments, are not transferable and are not paid out in cash, except on termination (Section 13.4) or where the law requires. 5. DELIVERY, TITLE & RISK 5.1 Shipping Choice: At checkout the Dealer chooses either (a) shipping arranged by the Company to the Dealer's address, under the delivery terms (Incoterms 2020) shown at checkout, normally DAP or DDP, or (b) collection by the Dealer's own carrier, under EXW terms. Under EXW the Company tells the Dealer when and where the goods are ready, and the Dealer arranges and pays for collection, export and import. 5.2 Delivery Dates: Ex-Factory Dates and delivery dates are estimates. The Company will keep them updated in the Portal and use reasonable efforts to meet them. The Dealer's remedies for delay are those in Sections 6.4 and 12. 5.3 Risk: Risk of loss passes to the Dealer as provided by the Incoterm that applies to the order. 5.4 Title: Ownership of the Products passes to the Dealer when the Company has received full payment for them. Until then the Dealer holds the Products for the Company, keeps them identifiable and insured, and may resell them only in the ordinary course of business. 5.5 Inspection: The Dealer shall inspect each delivery promptly. Visible damage must be noted on the carrier's delivery document. Shortages, wrong items and visible damage must be reported in the Portal or in writing within seven (7) days of delivery, with photographs; otherwise the delivery is treated as accepted, without affecting the warranty for hidden defects. 5.6 Blind Drop-Shipping: Where the Portal offers it, the Dealer may have At-Once Orders shipped directly to its own customer, without prices or Company invoices in the parcel and with duties and taxes prepaid (DDP). The Dealer is responsible for the accuracy of the address and for having the right to share the customer's details with the Company (see the Local Addendum). The Company acts only as the Dealer's fulfilment service: the sale, customer service, returns and consumer obligations remain the Dealer's. 5.7 Returns: Products that are not defective may be returned only with the Company's prior written approval. Approved returns must be unused and in original packaging, and may be subject to a restocking fee stated in the approval. 6. WARRANTY & CLAIMS 6.1 Product Warranty: The Company warrants to the Dealer that the Products are free from defects in materials and workmanship under normal use for the periods and on the conditions of the Company's published Warranty Policy. The Warranty Policy does not cover wear and tear, misuse, accidents, improper repair or modification, or use outside the Product's intended purpose. 6.2 Claims: Warranty claims are made through the Portal with the serial number, a description and clear photographs of the defect. The Company and its manufacturers may ask for more information or for the Product to be returned. 6.3 Remedies: For an approved claim the Company will, at its choice, provide a replacement or repair, or credit the Dealer Credit Wallet with the price the Dealer paid. Unless the Company asks for the Product back, the Dealer does not need to return it. 6.4 Delayed Batches: If the Ex-Factory Date of a Batch is delayed by more than forty-five (45) days beyond the date shown when the order was confirmed, the Dealer may cancel the delayed Products by notice in the Portal or in writing, and the deposit paid for them is credited to the Dealer Credit Wallet or, at the Dealer's request, refunded. 6.5 Consumer Warranties: The Dealer is responsible to its own customers for the guarantees that the law of its country gives consumers. The Company's obligations to the Dealer for defective Products are those in this Section 6 and in the Local Addendum. 6.6 Exclusive Warranty: To the extent permitted by law, the warranty in this Section 6 replaces all other warranties and conditions, express or implied, including implied warranties of merchantability and fitness for a particular purpose. 7. BRAND, MARKETING & INTELLECTUAL PROPERTY 7.1 Trademarks: "Ocean Rodeo", its logos, product names and designs are the property of the Company. The Dealer may use them only to identify and promote genuine Products during this Agreement, and must follow the Ocean Rodeo Brand Identity Manual. Logos must not be altered, rotated or recoloured, and may not be used in company names, domain names or social media account names without written consent. 7.2 Marketing Material: The Dealer shall use only genuine Products and Company-approved images, videos and texts, and shall present the Products accurately, safely and in a way that does not harm the brand. The Company may ask the Dealer to correct or remove material that does not meet this standard. 7.3 Demo and School Equipment: Products bought at school or demo terms are for the Dealer's own teaching, rental and demo use. They may not be sold as new, and may be sold as used only after they have been in such use for at least the period stated in the Portal or, if none is stated, [six (6)] months. 7.4 No Registration: The Dealer shall not register or apply for any trademark, domain name or design that is the same as or similar to the Company's. 7.5 Product Safety: The Dealer shall pass on to its customers all safety information, manuals and warnings supplied with the Products, and shall help the Company with any product recall or safety notice in the Territory. 8. COMPLIANCE & ETHICS 8.1 Conduct: The Dealer shall conduct its business honestly and lawfully and shall not discriminate against or harass any person. 8.2 Anti-Bribery: Neither Party shall offer, give or accept any bribe or improper payment in connection with this Agreement. 8.3 Sanctions and Export Control: The Dealer shall not sell, export or re-export Products, directly or indirectly, to any country, person or entity subject to sanctions or export restrictions of the United Nations, the United States, the European Union, the United Kingdom or Canada, or for any prohibited use. 8.4 Laws: Each Party shall comply with the laws that apply to its business, including consumer protection, product labelling, data protection and tax laws. 9. CONFIDENTIALITY (NON-DISCLOSURE) 9.1 Confidential Information: "Confidential Information" means all non-public information the Company makes available to the Dealer, in the Portal or otherwise, including: wholesale prices, price lists, discount levels and pricing rules; production plans, Batch dates, minimum quantities and lead times; stock levels; unreleased products, designs, specifications, tech packs and CAD files; supplier and manufacturer information; and the terms of this Agreement. Portal access details are also Confidential Information. 9.2 Exclusions: Confidential Information does not include information that (a) is or becomes public other than through the Dealer's breach, (b) the Dealer already lawfully knew without a duty of confidence, (c) the Dealer lawfully receives from a third party without a duty of confidence, or (d) the Dealer develops independently without using Confidential Information. 9.3 Obligations: The Dealer shall (a) use Confidential Information only to perform this Agreement and to sell the Products, (b) not disclose it to anyone except its employees and professional advisers who need it for that purpose and are bound by equivalent confidentiality duties, for whom the Dealer is responsible, (c) protect it with at least reasonable care, and (d) keep its Portal passwords secret and tell the Company promptly of any unauthorized access. 9.4 Required Disclosure: The Dealer may disclose Confidential Information when required by law or by a court or authority, after giving the Company prompt notice where lawful, and only to the extent required. 9.5 Return: On termination, or on the Company's request, the Dealer shall delete or return the Confidential Information it holds, except copies it must keep by law, which remain confidential. 9.6 Duration: These obligations continue during this Agreement and for five (5) years after it ends; for trade secrets, including unreleased designs and CAD files, they continue for as long as the information remains a trade secret. 9.7 Remedies: Unauthorized disclosure may cause the Company harm that money cannot adequately compensate. The Company may seek an injunction or other urgent relief from any competent court, in addition to its other remedies. 10. LIABILITY & INDEMNITY 10.1 Unlimited Liability: Nothing in this Agreement limits either Party's liability for death or personal injury caused by its negligence, for fraud, for wilful misconduct, for the Dealer's payment obligations, for breach of Section 9 (Confidentiality) or Section 7 (Intellectual Property), or for any other liability that cannot be limited by law. 10.2 Excluded Losses: Subject to Section 10.1, neither Party is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss, whether in contract, tort (including negligence) or otherwise. 10.3 Cap: Subject to Section 10.1, the Company's total liability arising out of or in connection with an order is limited to the price paid for that order, and its total liability under this Agreement in any calendar year is limited to the total price paid by the Dealer for Products in that year. 10.4 Dealer Indemnity: The Dealer shall indemnify the Company against claims, losses and reasonable costs arising from (a) statements, warranties or promises the Dealer makes about the Products beyond the Company's own, (b) the Dealer's breach of law or of Sections 2.5, 7, 8 or 9, and (c) customer data the Dealer provides without the right to do so. 10.5 Company Indemnity: The Company shall indemnify the Dealer against third-party claims that Products as supplied by the Company infringe a third party's intellectual property right in the Territory, provided the Dealer notifies the Company promptly and lets the Company control the defence. 10.6 Insurance: The Dealer shall maintain adequate general and product liability insurance for its business, including any teaching, rental and demo activities. 11. TERM & TERMINATION 11.1 Term: This Agreement starts when the Company approves the Dealer's account and continues until terminated. 11.2 Termination for Convenience: Either Party may terminate this Agreement by giving ninety (90) days' written notice. 11.3 Termination for Cause: Either Party may terminate this Agreement immediately by written notice if the other Party (a) materially breaches it and, where the breach can be remedied, does not remedy it within thirty (30) days of being asked to, or (b) becomes insolvent, enters liquidation or administration, or ceases business. The Company may also terminate immediately for a breach of Sections 2.5, 7, 8 or 9. 11.4 Suspension: The Company may suspend the Dealer's access to new orders while an amount is overdue or while a breach of Sections 2.5, 7, 8 or 9 is investigated. 12. FORCE MAJEURE 12.1 Events: Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, sanctions, strikes not involving its own staff, failures of suppliers or carriers caused by such events, and government action (a "Force Majeure Event"). Payment obligations for Products already delivered are not excused. 12.2 Notice: The affected Party shall notify the other promptly and use reasonable efforts to limit the effects. 12.3 Long Events: If a Force Majeure Event prevents delivery of a confirmed order for more than ninety (90) days, either Party may cancel the affected part of the order, and any deposit paid for it is credited to the Dealer Credit Wallet or, at the Dealer's request, refunded. 13. EFFECTS OF TERMINATION 13.1 Open Orders: Confirmed orders are fulfilled and paid for under this Agreement unless the Company terminated for the Dealer's breach, in which case the Company may cancel orders not yet dispatched and Section 4.7 applies. 13.2 Stock: For six (6) months after termination the Dealer may sell its remaining stock of Products under this Agreement. The Company may, but need not, offer to buy back unsold, unused Products in original packaging at the price paid less a restocking fee. 13.3 Brand and Confidentiality: On termination the Dealer shall stop presenting itself as an authorized dealer once its remaining stock is sold, and Section 9 continues. 13.4 Wallet: Any balance in the Dealer Credit Wallet is first set off against amounts the Dealer owes, and any remainder is refunded within sixty (60) days. 13.5 Survival: Sections 4.7, 5.4, 6, 7.1, 9, 10, 13 and 15 survive termination. 14. CHANGES TO THIS AGREEMENT 14.1 Updates: The Company may update this Agreement by publishing a new version in the Portal. The Portal will ask the Dealer to accept the new version before placing further orders and will record that acceptance. 14.2 Effect: A new version applies to orders placed after the Dealer accepts it. Orders confirmed before then remain governed by the version in force when they were placed. 14.3 Objection: If the Dealer does not accept a new version, it may continue to receive its confirmed orders but may not place new ones, and either Party may terminate this Agreement under Section 11.2. 15. GENERAL 15.1 Notices: Notices under this Agreement are given in writing by email to the address in the Dealer's account and, for the Company, to the address shown in the Portal, or through the Portal. A notice is received on the business day after it is sent, unless the sender receives a delivery failure. 15.2 Assignment: The Dealer may not assign or transfer this Agreement or any order without the Company's written consent. The Company may assign it to an affiliate or to a buyer of its business, on notice to the Dealer. 15.3 Entire Agreement: This Agreement, the Local Addendum, the purchase agreements signed at checkout and the policies referred to in them form the entire agreement between the Parties about its subject matter and replace earlier agreements on it. Neither Party relies on statements not set out in them. 15.4 Severability: If any provision is held invalid or unenforceable, it is limited to the minimum extent necessary and the rest of the Agreement remains in force. 15.5 No Waiver: A failure or delay in exercising a right is not a waiver of it. 15.6 Set-Off: The Company may set off amounts the Dealer owes it against amounts it owes the Dealer, including wallet credits. 15.7 Language: This Agreement is made in English. Any translation is for convenience only, and the English version prevails. 15.8 Electronic Records: The Parties agree that electronic acceptance in the Portal, and the Portal's records of it, are valid and admissible evidence of this Agreement and of each order. 16. GOVERNING LAW & DISPUTES 16.1 Governing Law: This Agreement and each order are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. 16.2 Arbitration: Any dispute arising out of or in connection with this Agreement or any order shall be finally resolved by arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association under its International Arbitration Rules, by a sole arbitrator. Where the amount in dispute is below the threshold set in those rules, the expedited procedure applies. The arbitration takes place by video hearing unless the arbitrator decides otherwise, the legal place of arbitration is Wilmington, Delaware, and the language is English. The award is final and may be enforced in any court with jurisdiction, including under the New York Convention. 16.3 Exceptions: Either Party may apply to any competent court for urgent interim relief, including an injunction to protect Confidential Information or intellectual property. The Company may also bring an action for unpaid amounts in the courts of the Dealer's country. 16.4 Local Law: Where the Local Addendum or a mandatory law of the Dealer's country gives the Dealer rights that cannot be excluded, this Section 16 does not take them away. 17. LOCAL ADDENDUM: REST OF THE WORLD 17.1 Local Compliance: The Dealer is responsible for complying with the consumer protection, competition, product labelling, import and tax laws of its Territory, and for obtaining any licence or registration needed to import and sell the Products there. 17.2 Pricing Law: Where the law of the Territory prohibits a supplier from influencing resale or advertised prices, nothing in this Agreement shall be read as doing so. 17.3 Data Protection: The Dealer complies with the data protection laws of its Territory (for example POPIA in South Africa or the PDPA in Singapore and Thailand). When the Dealer gives the Company its customers' details for drop-shipping, the Dealer is responsible for having a lawful basis to do so, including for transfer to servers operated by or for the Company outside the Territory, and the Company uses those details only for delivery. 17.4 Import: Unless the order is shipped DDP, the Dealer is the importer of record and pays all import duties, taxes and charges. By ticking "I agree" and typing its signatory's name in the Ocean Rodeo B2B Portal, the Dealer confirms that it has read, understood and accepts this Agreement, including the Local Addendum for its registered country.