Terms and Conditions

TERMS AND CONDITIONS

HYROX TRAINING CLUB | HYROX PERFORMANCE COACH AFFILIATION

1. General Information

1.1 HYROX World GmbH, with registered office at Bahrenfelder Straße 322; 22765 Hamburg, Germany ("HYROX") is the creator of the international fitness competition series hosted and marketed under the brand "HYROX" as "HYROX - the World Series of Fitness Racing" and "HYROX365", a holistic training and education ecosystem catering to affiliated gym partners ("HYROX365").

1.2 The HYROX365 affiliation ("Affiliation") is offered in the form of a standardized programme as "HYROX Training Club" to gym organisations and as "HYROX Performance Coach" to gym coaches that wish to use HYROX's holistic training and education ecosystem and methodology relating to the competition ("HYROX Training"). The affiliation provides dynamic solutions and necessary tools and services to integrate HYROX Training into the affiliated Partners' businesses.

1.3 An Affiliation is subject to all applicable laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment, health and safety or sanitary measures of any governmental authority that apply to the Partner (together "Applicable Laws").

2. These Terms and Conditions

2.1 These Terms and Conditions, which consist of the Terms and Conditions ("T&Cs"), set out and comprise the legal terms between HYROX and the Affiliation participant ("Partner"; each a "Party" together the "Parties") in relation to the registration of Partner's owned and operated gym location as "HYROX Training Club" or as gym coaches as "HYROX Performance Coach". The T&Cs are part of the agreement that the Participant is concluding with HYROX when registering an Affiliation ("Agreement").

2.2 HYROX reserves the right at our discretion to amend these T&Cs (and the format and structure of an Affiliation), including if there is a change in the Applicable Laws, amendments due to changes in the Affiliation structure. If HYROX does implement such changes, HYROX will notify Partner of any such changes in advance.

3. Registration and Operation as a HYROX Training Club or HYROX Performance Coach

3.1 The rights and benefits as set out in Annex 1 ("Affiliation Benefits") will be granted and provided to the HYROX Training Club which have been registered in the HYROX365 Portal in accordance with this clause.

3.2 The Partner will ensure that all information provided to HYROX in relation to the registration of a HYROX Training Club or HYROX Performance Coach is true and correct. HYROX is entitled to reject any application which contains information which HYROX deems to be false, misleading or incorrect.

3.3 Create a gym or coach account on the HYROX365 website: https://portal.hyrox365.com/signup. Ensure that all business information is accurately and fully completed under "My Gym" (for gyms) or "My Profile" (for coaches):

3.3.1 choose the preferred billing option (yearly/monthly)

3.3.2 confirm the acknowledgment and acceptance of these T&Cs and

3.3.3 agree to pay the fee payable in consideration of the registration as an affiliated Partner ("Fee").

3.4 Partner's completion of the registration process above constitutes a binding, irrevocable and unconditional offer by Partner to become am affiliated Partner in accordance with these T&Cs.

3.5 Once HYROX confirms Partners registration by email, a binding contract is entered into between HYROX and Partner in accordance with, and subject to, these T&Cs (to the exclusion of all other terms and conditions save where expressed to the contrary in these T&Cs).

3.6 The Partner shall be responsible for all acts and omissions of its gym location. In the event of any breach of the terms of this Agreement by a HYROX Training Club or HYROX Performance Coach which is not satisfactorily remedied, without prejudice to any other rights it may have, HYROX will be entitled to withdraw the Affiliation Benefits in relation to the Partner. Such withdrawal of the Affiliation Benefits shall be notified to the Partner in writing and shall result in the immediate cessation of the right to use the Affiliation Benefits granted to the concerned Partner under this Agreement, effective as of the date of such notice.

4. Term and Prolongation

4.1 The Affiliation shall become effective on the day of the confirmation of Partner's registration and shall cover an initial fixed period of twelve (12) consecutive months ("Term").

4.2 If not terminated in accordance with clause 15.1, 15.2 or 15.3, the Term of the Affiliation will be prolonged thereafter, revolving for another fixed term of twelve (12) months.

5. License Grant, Use of Marks and IPR

5.1 Subject to the T&Cs of this Agreement, HYROX hereby grants to the Partner the limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use and receive the Affiliation Benefits in connection with the gym location for the entire duration of the Term.

5.2 The Partner will ensure that the Title and HTC Marks & Logos (as defined in Annex 1) are used in strict compliance with the conditions set forth in the HTC Brand Guidelines as set out (and amended from time to time) within the HYROX 365 Performance Hub, and any other instructions or directions given by or on behalf of HYROX ("HTC Brand Guidelines").

5.3 The Partner acknowledges that the Affiliation Benefits granted must not be transferred to any unauthorised third party without HYROX's prior approval. This restriction applies in particular to any specific links or codes provided by HYROX for the purpose of granting access to any HYROX of the Affiliation Benefits.

5.4 The Affiliation Benefits are provided on an "as is" basis. HYROX does not make, and hereby disclaims, any and all other express and/or implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice and the Partner has not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth in this Agreement.

5.5 For the purpose of protecting and maintaining the goodwill associated with the Title, HTC Marks & Logos, HYROX Training and the positive reputation of HYROX, the HYROX events and training as well as its digital ecosystem HYROX365, any materials used pursuant to this Agreement (including, but not limited to, press releases, event programs, online content, advertisements, and any other printed or electronic materials intended for public consumption) shall, unless expressly stated otherwise herein, be subject to HYROX's prior written approval. Such approval shall be deemed granted if HYROX does not object or respond within ten (10) business days following receipt of the relevant items or materials. This does not apply however, for any re-uses or items that have been previously approved by HYROX in accordance with this clause, as well as for any purely descriptive general social media postings in accordance with HTC Brand Guidelines.

5.6 The Partner acknowledges and agrees that all intellectual property rights provided by HYROX to the Partner during the Term, including but not limited to the Title, HTC Marks & Logos, HYROX Training materials and any other industrial property rights, copyrights and know-how of HYROX marks, signage, content or other material, (together "HYROX IPR") are solely owned by HYROX. Except as granted in this Agreement, the Partner will have no rights to such HYROX IPR.

5.7 The Partner shall acknowledge and respect the HYROX IPR and shall not reproduce, imitate, modify, adapt, or otherwise use any element of the HYROX IPR or anything similar, except as expressly permitted under this Agreement.

5.8 The Partner acknowledges and agrees that HYROX alone is responsible for the registration and maintenance of any marks, designs or other intellectual property rights that relate to the HYROX IPR. The Partner shall not obtain or try to obtain or register for itself anywhere in the world any intellectual property rights which are identical or similar to the HYROX IPR or any part of them.

6. Prohibited Uses

6.1 The Partner will not use the Title or the HTC Marks & Logos for any purpose other than as permitted under this Agreement.

6.2 The Partner will not at any time use the mark "HYROX" on its own and shall only use the Title and the HTC Marks & Logos as permitted under this Agreement.

6.3 The Partner will not use the Title or the HTC Marks & Logos to market or conduct any fitness training or instruction deviating from the HYROX Training.

6.4 The Partner shall not use the Title or HTC Marks & Logos or any other trademark, name or logo of HYROX in combination with any other source-indicating word, term, name, symbol, or device without HYROX's prior written permission.

6.5 The Partner will not use the Title or any of the HTC Marks & Logos as a business name or formal or registered name of a company, partnership or any other legal entity.

6.6 If the Partner conducts specialised training or other services distinct from the HYROX Training, the Partner will not imply that such services are approved, endorsed, indemnified, sanctioned, or promoted by HYROX or in any way related to HYROX.

6.7 The Partner shall not combine the Title or the HTC Marks & Logos with any other brand or fitness methodology or training (for example, HYROX yoga or HYROX Spin).

7. Infringement of Intellectual Property Rights

7.1 Should the Partner learn that (i) the Title, HTC Marks & Logos or other content or branding materials of HYROX are claimed to infringe the intellectual property rights of a third party, or (ii) a third party is infringing any of the HYROX IPR, it shall inform HYROX thereof without undue delay. To the extent possible, HYROX may, at their expense and sole discretion, assume the conduct of any related actions or proceedings and may conduct any negotiations relating to resolving the legal dispute. The Partner shall support HYROX in such proceedings and provide any assistance to HYROX, to the extent reasonably required by HYROX.

8. Partner's Marks

8.1 The Partner grants to HYROX a limited, revocable, non-exclusive, non-transferable, non-sublicensable and royalty-free license to use the Partner trademarks as required for the purposes of this Agreement. The Partner acknowledges and agrees that all rights in the Partner trademarks shall belong to the Partner and that HYROX has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Partner Marks as anticipated by this Agreement.

9. Provision of Training

9.1 The Partner may, at its discretion, choose to follow HYROX training recommendations and materials provided under HYROX Training. HYROX's materials are provided as optional guidance to protect brand integrity and not as a mandatory operating system. To ensure the consistency of the quality of the HYROX and HYROX Training Club brand, the Partner shall offer training consistent with HYROX Training in connection with the HYROX IPR and HTC Marks & Logos. The Partner will use their best efforts to remain aware of new information provided by HYROX regarding HYROX Training. The Partner shall ensure that only properly trained instructors instruct, supervise or teach such training programmes and ensure that the Partner's gym and all equipment used at the gym location are suitable for conducting the HYROX Training and maintained in good working order.

10. The Fee and Terms of Payment

10.1 In exchange of the grant of the Affiliation Benefits, the Partner shall pay to HYROX the Fee as provided in the registration process.

10.2 The Fee is exclusive of any applicable taxes, including but not limited to VAT, GST, or other sales tax, and any bank charges which will be charged in addition.

10.3 The Fee is due for payment immediately upon registration as an Affiliation, either in a single yearly instalment on the first day of each twelve (12) months during the Term or in monthly instalments, payable on the first day of each calendar month. Such payments may be made by:

10.3.1 credit card;

10.3.2 Direct Debit via SEPA (EU), BACS (UK), and ACH (US);

10.3.3 Google Pay;

10.3.4 Apple Pay;

10.3.5 Visa Checkout.

10.4 HYROX World will provide the Participant with a proper invoice for each payment at least seven (7) business days before the respective due date.

10.5 If any Fee payment is not received when due for any reason whatsoever, HYROX is entitled to suspend the rights granted, including suspending any Partners' accounts and denying access to the Performance Hub until any outstanding payment is received.

10.6 Upon termination of this Agreement, all payment obligations of the Partner will accelerate, and such amounts will immediately become due and payable. The Partner's obligation for the payment of amounts due hereunder shall survive termination of this Agreement.

11. Obligations as Partner

11.1 The Partner will:

11.1.1 document and immediately inform HYROX of complaints from customers regarding any HYROX Training;

11.1.2 use all its best endeavours to protect and promote goodwill of HYROX and the HYROX IPR;

11.1.3 only use the HYROX IPR for the purposes of and in accordance with this Agreement;

11.1.4 not engage in illegal or unethical activities at the Partner's gym location; and

11.1.5 not provide any information to the media about HYROX without the prior written consent of HYROX.

11.2 Any breach of the obligations in Clause 11.1 will be deemed as a material breach and will entitle HYROX to terminate the Agreement for cause in accordance with Clause 15.

12. Representations and Warranties

12.1 HYROX hereby represents and warrants that: (i) it has full right, title and authority to enter into this Agreement, to accept and perform the obligations, undertakings, representation, warranties and agreements stipulated to be performed by HYROX pursuant to this Agreement; (ii) it is duly authorized to license the HYROX IPR and all other rights licensed hereunder.

12.2 The Partner hereby represents and warrants that: (i) it has full right, title and authority to enter into this Agreement, to accept and perform the obligations, undertakings, representation, warranties and agreements stipulated to be performed by the Partner pursuant to this Agreement; (ii) it will exercise due care, skill, diligence and professionalism in the operation of its gym location in line with best industry standards; (iii) it will comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals; (iv) it will not do anything that may, in the sole opinion of HYROX, bring HYROX or any subsidiary or holding company of HYROX ("HYROX Group") or the HYROX IPR into disrepute or adversely affect their reputation in any way, and (vii) it shall not assert or represent to any third person that it has any right, title and authority in any rights as retained by HYROX.

13. Limitation of Liability / Indemnity

13.1 HYROX shall only be liable for damages claims resulting from (i) wilful misconduct or gross negligence,; (ii) culpable injury to life, body or health; and/or (iii) the breach of material contractual obligation. Apart from that, the liability of HYROX is excluded.

13.2 Except where liability may not be excluded or limited by law:

13.2.1 HYROX shall not be liable to the Partner for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or any indirect or consequential loss.

13.2.2 HYROX's liability is limited to typical and foreseeable damages and shall be limited to the total amount of Fees paid pursuant to this Agreement.

13.3 Neither Party may benefit from the limitations and exclusions set out in this Clause 13 in respect of any liability arising from its deliberate default.

13.4 Insofar as HYROX's websites and/or (web) applications offer the possibility of forwarding to any databases, websites, services, etc. of third parties, e.g. by setting links or hyperlinks, HYROX shall not be liable for the accessibility, security, legality, accuracy or completeness of such third party databases, services or content.

13.5 The Partner will indemnify and hold harmless HYROX and any member of the HYROX Group (including its officers, employees, agents, and representatives) on demand against any and all claims, damages, expenses, costs, liabilities, or proceedings, including attorneys' fees and disbursement which HYROX or a HYROX Group member party may incur, directly or indirectly, arising out of or in connection with the performance of the Partner's obligations and its activities under this Agreement, including but not limited to, in relation to any claims brought by third parties arising from the Partner's activities pursuant to this Agreement or HYROX's use of the Partner Marks.

13.6 HYROX agrees to indemnify and hold harmless the Partner from and against any and all claims, damages, expenses, costs, liabilities, or proceedings, including attorneys' fees and disbursements, arising out of any third-party claim that the Partner's approved use of the HTC Marks & Logos used as contemplated hereunder which infringes in any manner any copyright, trademark, or other intellectual property rights of any third party.

13.7 An indemnified Party agrees to (i) promptly notify the indemnifying Party in writing of any indemnifiable claim, demand or action brought against it; (ii) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at its own expense and (ii) cooperate fully with the indemnifying Party at the indemnifying Party's expense in defending or settling such claim. Where HYROX is the indemnified Party, it reserves the right, at its own expense, to assume the exclusive conduct and control of any matter subject to indemnification. The indemnifying Party shall not settle any claim in a manner that adversely affects the rights or interests of the indemnified Party without the prior written consent of the indemnified Party, which shall not be unreasonably withheld or delayed. If the indemnifying Party fails to assume control of the defence or settlement of the claim within a reasonable period, the indemnified Party may, at its own discretion, assume control, and the indemnifying Party shall remain liable for any resulting liabilities, costs, and expenses. This Clause shall survive termination or expiration of this Agreement, but only with respect to claims arising from acts or omissions occurring during the Term.

14. Force Majeure

14.1 None of the Parties shall be liable for the non-fulfilment of its obligations if the non-fulfilment is due to force majeure. Force majeure shall be deemed to exist if there is an external influence that is extraordinary and unavoidable, such as in cases of operational disruptions, riots, war, natural disasters, political unrest, pandemics, official orders and other unavoidable events. As long as force majeure exists, the obligation of the Parties to fulfil their obligations is suspended. If HYROX does not perform its obligations due to force majeure for a period of more than 30 days, either Party may withdraw from the contract without judicial intervention and without any obligation to pay compensation.

15. Termination and Consequence of Termination

15.1 Each Party may ordinarily terminate the Affiliation with legal effect to the last day of the Term by giving the other Party a two month's notice in writing (an email is sufficient).

15.2 Without limiting its other rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

15.2.1 the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing to do so;

15.2.2 an application is filed for the opening of insolvency proceedings against the assets of the other Party or liquidation is resolved;

15.2.3 the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

15.2.4 the other Party's financial position deteriorates to such an extent that the other Party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

15.3 Without limiting its other rights or remedies, HYROX may terminate this Agreement with immediate effect (or following such notice period as it sees fit) by giving written notice to the Partner if:

15.3.1 the Partner fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;

15.3.2 the Partner repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement;

15.3.3 the Partner formally rejects a modification of the Agreement that is applicable to the entire HYROX Training program and all contracted Affiliation partners;

15.3.4. persistent, valid complaints continue to be made to HYROX about the Partner's operates gym, and the Partner, having received notice of such complaints, fails to improve such service to the reasonable satisfaction of HYROX;

15.3.5 the Partner objectively and materially damages HYROX's reputation or public image, such as making demonstrably false or defamatory statements about HYROX or the HYROX IPR; or

15.3.6 the Partner is in breach of any of its warranties under Clause 12.

15.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. In case of early termination, no refund shall be issued.

15.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

15.6 Upon termination of the this Agreement: (i) the Partner will immediately pay HYROX all Fees due under this Agreement together with any interest payable and (ii) the Partner's right to participate in the HYROX Training program, use the Affiliate Benefits, the Title, HTC Marks & Logos and other branded material shall immediately cease, and the Partner is obligated to immediately return to HYROX all printed materials received and to immediately, verifiably, and irretrievably destroy any retrieved material in file format.

6. Privacy and Data Protection

16.1 For the purposes of data protection laws, the Parties acknowledge that each Party acts as an independent controller, unless otherwise expressly stated.

16.2 If processing of personal data on behalf of one of the parties shall take place and there it is required by applicable data protection law, the Parties will take all necessary steps and conclude additional agreements to ensure compliance.

17. Confidentiality

17.1 In this Clause, "Confidential Information" shall mean any confidential or proprietary information of a Party (however recorded or preserved and whether or not marked 'confidential') that is confirmed to be confidential or proprietary or that the recipient Party should reasonably believe to be confidential based upon the nature of the disclosure and the circumstances thereof, including but not limited to financial statements, operations, company organisation, portfolio and position level information, data, formulas and related concepts, business plans (both current and under development), profit and loss statements, development programs, costs, revenues, trading, investments, credit and financial data, financing methods, spreadsheets, trade secrets, research, know-how, specifications, drawings, sketches, models, samples, data, technology, computer programs, documentation, software, computer systems, source code, object code methodologies, product development, distribution plans, contractual arrangements, the business and affairs of the disclosing Party, whether directly or indirectly disclosed in writing or orally, on or before the date of this Agreement, to the recipient Party.

17.2 Each Party is obligated to maintain secrecy and not disclose to any third party any Confidential Information of the other Party except as permitted by this Clause 17.

17.3 Each Party may disclose the other Party's Confidential Information:

17.3.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party's Confidential Information comply with this; and

17.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.4 No Party shall use the other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

17.5 It is agreed by the Parties that any violation of this Agreement by a consultant or employee of either Party or their representatives or affiliates is equal to an infringement by that Party.

17.6 Media press releases by the Partner in connection with the HYROX, the HYROX Training program and/or any Confidential Information will only be allowed with prior written consent of HYROX.

17.7 Except for any trade secrets for which the protections under this will be indefinite, the obligations according to this Clause 17 shall also apply beyond the Term for five (5) years from the first disclosure of the Confidential Information

18. Parties' Relationship

18.1 The Parties expressly agree and acknowledge that this Agreement is not, and shall not be construed as, a franchise agreement. Nothing in this Agreement shall be deemed to create a franchise, partnership, joint venture, fiduciary, or employment relationship between the Parties. Neither Party shall have the power to, or hold itself out as having the power to, obligate, bind or create a liability against the respective other Party in any manner or for any purpose whatsoever other than expressly stated herein. The Parties hereto shall act in all respects as independent contractors.

18.2 HYROX does not, and shall not, exercise control over the Partner's business operations, including but not limited to: pricing, membership terms, staff employment decisions, customer relationships, accounting, or overall business strategy. The Partner retains sole and exclusive responsibility for the operation of its business.

18.3 Any requirements in this Agreement relating to the use of HYROX's marks, logos, brand guidelines, training methodologies, or equipment are imposed solely to protect the integrity of HYROX's intellectual property and goodwill, and not to regulate or control the manner in which the Partner operates its business.

18.4 The Parties agree that the Fees payable under this Agreement are licence and affiliation fees for the limited right to use HYROX's HTC Marks & Logos, intellectual property and digital resources and are not revenue-sharing arrangements.

18.5 The Partner acknowledges that it has had the opportunity to seek independent legal advice regarding this clause and enters into this Agreement with the clear intention that it not be subject to any franchise law, franchise regulation, or equivalent statute.

19. Assignment and other dealings

19.1 HYROX may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

19.2 The Partner shall not assign, transfer, sub-licence, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

20. General Provisions

20.1 The Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior representations, writings, negotiations, or understandings with respect hereto. Each Party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation, warranty or undertaking other than those expressly set out in this Agreement.

20.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

20.3 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

20.4 If any term, condition or other provision of these T&Cs are determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, it shall be deemed to be deleted from these T&Cs, and all other terms, conditions and provisions of these T&Cs shall nevertheless remain in full force and effect.

21. Governing Law and Jurisdiction

21.1 The construction, validity, and performance of this Agreement is governed by German law.

21.2 The Parties accept the jurisdiction of the German courts, such that any proceedings by the Partner against HYROX shall only be brought in the competent courts of Hamburg, German (and the Partner agrees not to argue that the courts of Germany are not an appropriate forum to hear and determine such proceedings). Notwithstanding the foregoing, nothing in this Agreement shall prevent HYROX from taking proceedings against the Partner in any other court of competent jurisdiction.

Annex 1 - Affiliation Benefits

Subject to this Agreement shall be the following Affiliation Benefits:

1. Title Right: the right to use and display the title "HYROX Training Club" ("Title") for the purpose of identifying the Partners' gym as official HYROX Training Club ("HTC") within the Territory, either on-site within the respective Partner's gym facilities, within the bio of said Partner's digital business presence (e.g., website, social media channels) and/or as reference within its analogue or digital business communication (e.g., newsletter, posts).

2. HTC Marks & Logos: the right to use and display HTC marks and logos as set out and added to the "HYROX 365 Website Portal" during the Term (together the "HTC Marks & Logos") in conjunction with the name of the Partner's gym itself as HTC either on-site within the respective affiliated gym facilities, within the bio of said location's digital business presence (e.g., website, social media channels) and/or as reference within the analogue or digital business communication (e.g., newsletters, posts).

3. HTC & HYROX Performance Coach Listing: if registered as a "HYROX Training Club", the Partner's gym location will be listed and publicly displayed within the official training club finder on hyrox.com; if registered as a "HYROX Performance Coach", the Participant's coaching business will be included and publicly displayed in the official Coaches Directory on hyrox.com.

4. Access to Pre-Registration: access to pre-registration 48 hours prior to the official public ticket launch for HYROX series events within the Partner's region, for the duration of the affiliation Agreement. The access to pre-registration does not, however, guarantee any tickets to be provided by HYROX.

5. Hosting of HYROX Training Club events: the right to host and conduct within the premises of its location mini events for training purposes only, such as e.g. benchmark testing event, PFT events, simulations, run clubs, or any other similar events, which may be associated with the brand HYROX Training Club or HYROX Performance Coach. Such events must be clearly named and marketed as testing, training, or HYROX Training Club simulation events independently organised and hosted by the respective Partner's gym and not as official HYROX events staged by HYROX or any authorized event partner, whereby it is ensured that such events are neither perceived nor confused by third-party businesses or consumers as official HYROX events.

6. Access to the HYROX365 digital ecosystem: the right for the Partner to be provided with (i) an account on the digital all-in-one training platform, the "HYROX365 Website Portal", to register its coaches for complementary foundation level course of the HYROX Academy and (ii) to receive unlimited access for 365 day a year training and work-out programming, class tutorials, movement standards and education videos and marketing resources (e.g., digital brand assets, brand guidelines) within the "HYROX Performance Hub".

7. HTC Marketing Supply: the right for the Participant to receive marketing assets, brand guidelines and templates in the Performance Hub, as well as a one-time Order of a HTC Flag.

8. Education Academy for Coaches: each HTC will receive automatic and free access for all suitably qualified coaches as nominated by each Location to the HYROX Foundation Course academy programme for certification, subject to successful completion, as official HYROX Group Instructor and a 10% discount for any further HYROX Academy Education for their HTC coaches.

Terms and Conditions USA

TERMS AND CONDITIONS

HYROX TRAINING CLUB | HYROX PERFORMANCE COACH AFFILIATION

1. General Information

1.1 HYROX North America, Inc., with registered office at 223 W. Erie Street, Suite 2 NE, Chicago, IL 60654, USA ("HYROX-USA") is a wholly owned subsidiary of HYROX World GmbH, Hamburg, the creator of the international fitness competition series hosted and marketed under the brand "HYROX" as "HYROX - the World Series of Fitness Racing" and "HYROX365", a holistic training and education ecosystem catering to affiliated gym partners ("HYROX365").

1.2 The HYROX365 affiliation ("Affiliation") is offered in the form of a standardized programme as "HYROX Training Club" to gym organisations and as "HYROX Performance Coach" to gym coaches that wish to use HYROX's holistic training and education ecosystem and methodology relating to the competition ("HYROX Training"). The affiliation provides dynamic solutions and necessary tools and services to integrate HYROX Training into the affiliated Partners' businesses.

1.3 An Affiliation is subject to all applicable laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment, health and safety or sanitary measures of any governmental authority that apply to the Partner (together "Applicable Laws").

2. These Terms and Conditions

2.1 These Terms and Conditions, which consist of the Terms and Conditions ("T&Cs"), set out and comprise the legal terms between HYROX-USA and the Affiliation participant ("Partner"; each a "Party" together the "Parties") in relation to the registration of Partner's owned and operated gym location as "HYROX Training Club" or as gym coaches as "HYROX Performance Coach". The T&Cs are part of the agreement that the Participant is concluding with HYROX-USA when registering an Affiliation ("Agreement").

2.2 HYROX-USA reserves the right at our discretion to amend these T&Cs (and the format and structure of an Affiliation), including if there is a change in the Applicable Laws or amendments due to changes in the Affiliation structure. If HYROX-USA does implement such changes, HYROX-USA will notify Partner of any such changes in advance.

3. Registration and Operation as a HYROX Training Club or HYROX Performance Coach

3.1 The rights and benefits as set out in Annex 1 ("Affiliation Benefits") will be granted and provided to the HYROX Training Club which have been registered in the HYROX365 Portal in accordance with this clause.

3.2 The Partner will ensure that all information provided to HYROX-USA in relation to the registration of a HYROX Training Club or HYROX Performance Coach is true and correct. HYROX-USA is entitled to reject any application which contains information which HYROX-USA deems to be false, misleading or incorrect.

3.3 Create a gym or coach account on the HYROX365 website: https://portal.hyrox365.com/signup. Ensure that all business information is accurately and fully completed under "My Gym" (for gyms) or "My Profile" (for coaches):

3.3.1 choose the preferred billing option (yearly/monthly)

3.3.2 confirm the acknowledgment and acceptance of these T&Cs and

3.3.3 agree to pay the fee payable in consideration of the registration as an affiliated Partner ("Fee").

3.4 Partner's completion of the registration process above constitutes a binding, irrevocable and unconditional offer by Partner to become an affiliated Partner in accordance with these T&Cs.

3.5 Once HYROX-USA confirms the registration by email, a binding contract is entered into between HYROX-USA and Partner in accordance with, and subject to, these T&Cs (to the exclusion of all other terms and conditions save where expressed to the contrary in these T&Cs).

3.6 The Partner shall be responsible for all acts and omissions of its gym location. In the event of any breach of the terms of this Agreement by a HYROX Training Club or HYROX Performance Coach which is not satisfactorily remedied, without prejudice to any other rights it may have, HYROX-USA will be entitled to withdraw the Affiliation Benefits in relation to the Partner. Such withdrawal of the Affiliation Benefits shall be notified to the Partner in writing and shall result in the immediate cessation of the right to use the Affiliation Benefits granted to the concerned Partner under this Agreement, effective as of the date of such notice.

4. Term and Prolongation

4.1 The Affiliation shall become effective on the day of the confirmation of Partner's registration and shall cover an initial fixed period of twelve (12) consecutive months ("Term").

4.2 If not terminated in accordance with clause 15.1, 15.2 or 15.3, the Term of the Affiliation will be prolonged thereafter, revolving for another fixed term of twelve (12) months.

5. License Grant, Use of Marks and IPR

5.1 Subject to the T&Cs of this Agreement, HYROX-USA hereby grants to the Partner the limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use and receive the Affiliation Benefits in connection with the gym location for the entire duration of the Term.

5.2 The Partner will ensure that the Title and HTC Marks & Logos (as defined in Annex 1) are used in strict compliance with the conditions set forth in the HTC Brand Guidelines as set out (and amended from time to time) within the HYROX 365 Performance Hub, and any other instructions or directions given by or on behalf of HYROX-USA ("HTC Brand Guidelines").

5.3 The Partner acknowledges that the Affiliation Benefits granted must not be transferred to any unauthorised third party without HYROX-USA's prior approval. This restriction applies in particular to any specific links or codes provided by HYROX-USA for the purpose of granting access to any HYROX-USA of the Affiliation Benefits.

5.4 The Affiliation Benefits are provided on an "as is" basis. HYROX-USA does not make, and hereby disclaims, any and all other express and/or implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice and the Partner has not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth in this Agreement.

5.5 For the purpose of protecting and maintaining the goodwill associated with the Title, HTC Marks & Logos, HYROX Training and the positive reputation of HYROX-USA, the HYROX Group companies, the HYROX events and training as well as its digital ecosystem HYROX365, any materials used pursuant to this Agreement (including, but not limited to, press releases, event programs, online content, advertisements, and any other printed or electronic materials intended for public consumption) shall, unless expressly stated otherwise herein, be subject to HYROX-USA's prior written approval. Such approval shall be deemed granted if HYROX-USA does not object or respond within ten (10) business days following receipt of the relevant items or materials. This does not apply however, for any re-uses or items that have been previously approved by HYROX-USA in accordance with this clause, as well as for any purely descriptive general social media postings in accordance with HTC Brand Guidelines.

5.6 The Partner acknowledges and agrees that all intellectual property rights provided by HYROX-USA to the Partner during the Term, including but not limited to the Title, HTC Marks & Logos, HYROX Training materials and any other industrial property rights, copyrights and know-how of HYROX marks, signage, content or other material, (together "HYROX IPR") are solely owned by HYROX-USA and/or the HYROX Group companies. Except as granted in this Agreement, the Partner will have no rights to such HYROX IPR.

5.7 The Partner shall acknowledge and respect the HYROX IPR and shall not reproduce, imitate, modify, adapt, or otherwise use any element of the HYROX IPR or anything similar, except as expressly permitted under this Agreement.

5.8 The Partner acknowledges and agrees that HYROX-USA and the HYROX Group companies alone are responsible for the registration and maintenance of any marks, designs or other intellectual property rights that relate to the HYROX IPR. The Partner shall not obtain or try to obtain or register for itself anywhere in the world any intellectual property rights which are identical or similar to the HYROX IPR or any part of them.

6. Prohibited Uses

6.1 The Partner will not use the Title or the HTC Marks & Logos for any purpose other than as permitted under this Agreement.

6.2 The Partner will not at any time use the mark "HYROX" on its own and shall only use the Title and the HTC Marks & Logos as permitted under this Agreement.

6.3 The Partner will not use the Title or the HTC Marks & Logos to market or conduct any fitness training or instruction deviating from the HYROX Training.

6.4 The Partner shall not use the Title or HTC Marks & Logos or any other trademark, name or logo of HYROX-USA and/or HYROX Group companies in combination with any other source-indicating word, term, name, symbol, or device without HYROX-USA's prior written permission.

6.5 The Partner will not use the Title or any of the HTC Marks & Logos as a business name or formal or registered name of a company, partnership or any other legal entity.

6.6 If the Partner conducts specialised training or other services distinct from the HYROX Training, the Partner will not imply that such services are approved, endorsed, indemnified, sanctioned, or promoted by HYROX-USA or in any way related to HYROX.

6.7 The Partner shall not combine the Title or the HTC Marks & Logos with any other brand or fitness methodology or training (for example, HYROX yoga or HYROX Spin).

7. Infringement of Intellectual Property Rights

7.1 Should the Partner learn that (i) the Title, HTC Marks & Logos or other content or branding materials of HYROX-USA and/or the HYROX Group companies are claimed to infringe the intellectual property rights of a third party, or (ii) a third party is infringing any of the HYROX IPR, it shall inform HYROX-USA thereof without undue delay. To the extent possible, HYROX-USA may, at their expense and sole discretion, assume the conduct of any related actions or proceedings and may conduct any negotiations relating to resolving the legal dispute. The Partner shall support HYROX-USA in such proceedings and provide any assistance to HYROX-USA, to the extent reasonably required by HYROX-USA.

8. Partner's Marks

8.1 The Partner grants to HYROX-USA and the HYROX Group companies a limited, revocable, non-exclusive, non-transferable, non-sublicensable and royalty-free license to use the Partner trademarks as required for the purposes of this Agreement. The Partner acknowledges and agrees that all rights in the Partner trademarks shall belong to the Partner and that HYROX-USA and/or the HYROX Group companies has and will acquire no right in them by virtue of the discharge of its obligations under this Agreement, except for the right to use the Partner Marks as anticipated by this Agreement.

9. Provision of Training

9.1 The Partner may, at its discretion, choose to follow HYROX-USA training recommendations and materials provided under HYROX Training. HYROX's materials are provided as optional guidance to protect brand integrity and not as a mandatory operating system. To ensure the consistency of the quality of the HYROX-USA and HYROX Training Club brand, the Partner shall offer training consistent with HYROX Training in connection with the HYROX IPR and HTC Marks & Logos. The Partner will use their best efforts to remain aware of new information provided by HYROX-USA regarding HYROX Training. The Partner shall ensure that only properly trained instructors instruct, supervise or teach such training programmes and ensure that the Partner's gym and all equipment used at the gym location are suitable for conducting the HYROX Training and maintained in good working order.

10. The Fee and Terms of Payment

10.1 In exchange of the grant of the Affiliation Benefits, the Partner shall pay to HYROX-USA the Fee as provided in the registration process.

10.2 The Fee is exclusive of any applicable taxes, including but not limited to VAT, GST, or other sales tax, and any bank charges which will be charged in addition.

10.3 The Fee is due for payment immediately upon registration as an Affiliation, either in a single yearly instalment on the first day of each twelve (12) months during the Term or in monthly instalments, payable on the first day of each calendar month. Such payments may be made by:

10.3.1 credit card;

10.3.2 Direct Debit via SEPA (EU), BACS (UK), and ACH (US);

10.3.3 Google Pay;

10.3.4 Apple Pay;

10.3.5 Visa Checkout.

10.4 HYROX-USA will provide the Participant with a proper invoice for each payment at least seven (7) business days before the respective due date.

10.5 If any Fee payment is not received when due for any reason whatsoever, HYROX-USA is entitled to suspend the rights granted, including suspending any Partners' accounts and denying access to the Performance Hub until any outstanding payment is received.

10.6 Upon termination of this Agreement, all payment obligations of the Partner will accelerate, and such amounts will immediately become due and payable. The Partner's obligation for the payment of amounts due hereunder shall survive termination of this Agreement.

11. Obligations as Partner

11.1 The Partner will:

11.1.1 document and immediately inform HYROX-USA of complaints from customers regarding any HYROX Training;

11.1.2 use all its best endeavours to protect and promote goodwill of HYROX-USA and the HYROX IPR;

11.1.3 only use the HYROX IPR for the purposes of and in accordance with this Agreement;

11.1.4 not engage in illegal or unethical activities at the Partner's gym location; and

11.1.5 not provide any information to the media about HYROX-USA and/or the HYROX Group companies without the prior written consent of HYROX-USA.

11.2 Any breach of the obligations in Clause 11.1 will be deemed as a material breach and will entitle HYROX-USA to terminate the Agreement for cause in accordance with Clause 15.11.2 Any breach of the obligations in Clause 11.1 will be deemed as a material breach and will entitle HYROX-USA to terminate the Agreement for cause in accordance with Clause 15.

12. Representations and Warranties

12.1 HYROX-USA hereby represents and warrants that: (i) it has full right, title and authority to enter into this Agreement, to accept and perform the obligations, undertakings, representation, warranties and agreements stipulated to be performed by HYROX-USA pursuant to this Agreement; (ii) it is duly authorized to license the HYROX IPR and all other rights licensed hereunder.

12.2 The Partner hereby represents and warrants that: (i) it has full right, title and authority to enter into this Agreement, to accept and perform the obligations, undertakings, representation, warranties and agreements stipulated to be performed by the Partner pursuant to this Agreement; (ii) it will exercise due care, skill, diligence and professionalism in the operation of its gym location in line with best industry standards; (iii) it will comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals; (iv) it will not do anything that may, in the sole opinion of HYROX-USA, bring HYROX-USA or any subsidiary or holding company of HYROX-USA ("HYROX Group") or the HYROX IPR into disrepute or adversely affect their reputation in any way, and (vii) it shall not assert or represent to any third person that it has any right, title and authority in any rights as retained by HYROX-USA.

13. Limitation of Liability / Indemnity

13.1 HYROX-USA shall only be liable for damages claims resulting from (i) wilful misconduct or gross negligence,; (ii) culpable injury to life, body or health; and/or (iii) the breach of material contractual obligation. Apart from that, the liability of HYROX-USA is excluded.

13.2 Except where liability may not be excluded or limited by law:

13.2.1 HYROX-USA shall not be liable to the Partner for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or any indirect or consequential loss.

13.2.2 HYROX-USA's liability is limited to typical and foreseeable damages and shall be limited to the total amount of Fees paid pursuant to this Agreement.

13.3 Neither Party may benefit from the limitations and exclusions set out in this Clause 13 in respect of any liability arising from its deliberate default.

13.4 Insofar as HYROX-USA's websites and/or (web) applications offer the possibility of forwarding to any databases, websites, services, etc. of third parties, e.g. by setting links or hyperlinks, HYROX-USA shall not be liable for the accessibility, security, legality, accuracy or completeness of such third party databases, services or content.

13.5 The Partner will indemnify and hold harmless HYROX-USA and any member of the HYROX Group (including its officers, employees, agents, and representatives) on demand against any and all claims, damages, expenses, costs, liabilities, or proceedings, including attorneys' fees and disbursement which HYROX-USA or a HYROX Group member party may incur, directly or indirectly, arising out of or in connection with the performance of the Partner's obligations and its activities under this Agreement, including but not limited to, in relation to any claims brought by third parties arising from the Partner's or activities pursuant to this Agreement or HYROX-USA's use of the Partner Marks.

13.6 HYROX-USA agrees to indemnify and hold harmless the Partner from and against any and all claims, damages, expenses, costs, liabilities, or proceedings, including attorneys' fees and disbursements, arising out of any third-party claim that the Partner's approved use of the HTC Marks & Logos used as contemplated hereunder which infringes in any manner any copyright, trademark, or other intellectual property rights of any third party.

13.7 An indemnified Party agrees to (i) promptly notify the indemnifying Party in writing of any indemnifiable claim, demand or action brought against it; (ii) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at its own expense and (ii) cooperate fully with the indemnifying Party at the indemnifying Party's expense in defending or settling such claim. Where HYROX-USA is the indemnified Party, it reserves the right, at its own expense, to assume the exclusive conduct and control of any matter subject to indemnification. The indemnifying Party shall not settle any claim in a manner that adversely affects the rights or interests of the indemnified Party without the prior written consent of the indemnified Party, which shall not be unreasonably withheld or delayed. If the indemnifying Party fails to assume control of the defence or settlement of the claim within a reasonable period, the indemnified Party may, at its own discretion, assume control, and the indemnifying Party shall remain liable for any resulting liabilities, costs, and expenses. This Clause shall survive termination or expiration of this Agreement, but only with respect to claims arising from acts or omissions occurring during the Term.

14. Force Majeure

14.1 None of the Parties shall be liable for the non-fulfilment of its obligations if the non-fulfilment is due to force majeure. Force majeure shall be deemed to exist if there is an external influence that is extraordinary and unavoidable, such as in cases of operational disruptions, riots, war, natural disasters, political unrest, pandemics, official orders and other unavoidable events. As long as force majeure exists, the obligation of the Parties to fulfil their obligations is suspended. If HYROX-USA does not perform its obligations due to force majeure for a period of more than 30 days, either Party may withdraw from the contract without judicial intervention and without any obligation to pay compensation.

15. Termination and Consequence of Termination

15.1 Each Party may ordinarily terminate the Affiliation with legal effect to the last day of the

Term by giving the other Party a two-months notice in writing.

15.2 Without limiting its other rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

15.2.1 the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing to do so;

15.2.2 an application is filed for the opening of insolvency proceedings against the assets of the other Party or liquidation is resolved;

15.2.3 the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

15.2.4 the other Party's financial position deteriorates to such an extent that the other Party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

15.3 Without limiting its other rights or remedies, HYROX-USA may terminate this Agreement with immediate effect (or following such notice period as it sees fit) by giving written notice to the Partner if:

15.3.1 the Partner fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;

15.3.2 the Partner repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement;

15.3.3 the Partner formally rejects a modification of the Agreement that is applicable to the entire HYROX Training program and all contracted Affiliation partners;

15.3.4. persistent, valid complaints continue to be made to HYROX-USA about the Partner's operates gym, and the Partner, having received notice of such complaints, fails to improve such service to the reasonable satisfaction of HYROX-USA;

15.3.5 the Partner objectively and materially damages HYROX-USA's reputation or public image, such as making demonstrably false or defamatory statements about HYROX-USA or the HYROX IPR; or

15.3.6 the Partner is in breach of any of its warranties under Clause 12.

15.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. In case of early termination, no refund shall be issued.

15.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

15.6 Upon termination of the this Agreement: (i) the Partner will immediately pay HYROX-USA all Fees due under this Agreement together with any interest payable and (ii) the Partner's right to participate in the HYROX Training program, use the Affiliate Benefits, the Title, HTC Marks & Logos and other branded material shall immediately cease, and the Partner is obligated to immediately return to HYROX-USA all printed materials received and to immediately, verifiably, and irretrievably destroy any retrieved material in file format.

16. Privacy and Data Protection

16.1 For the purposes of data protection laws, the Parties acknowledge that each Party acts as an independent controller, unless otherwise expressly stated.

16.2 If processing of personal data on behalf of one of the parties shall take place and there it is required by applicable data protection law, the Parties will take all necessary steps and conclude additional agreements to ensure compliance.

17. Confidentiality

17.1 In this Clause, "Confidential Information" shall mean any confidential or proprietary information of a Party (however recorded or preserved and whether or not marked 'confidential') that is confirmed to be confidential or proprietary or that the recipient Party should reasonably believe to be confidential based upon the nature of the disclosure and the circumstances thereof, including but not limited to financial statements, operations, company organisation, portfolio and position level information, data, formulas and related concepts, business plans (both current and under development), profit and loss statements, development programs, costs, revenues, trading, investments, credit and financial data, financing methods, spreadsheets, trade secrets, research, know-how, specifications, drawings, sketches, models, samples, data, technology, computer programs, documentation, software, computer systems, source code, object code methodologies, product development, distribution plans, contractual arrangements, the business and affairs of the disclosing Party, whether directly or indirectly disclosed in writing or orally, on or before the date of this Agreement, to the recipient Party.

17.2 Each Party is obligated to maintain secrecy and not disclose to any third party any Confidential Information of the other Party except as permitted by this Clause 17.

17.3 Each Party may disclose the other Party's Confidential Information:

17.3.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party's Confidential Information comply with this; and

17.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.4 No Party shall use the other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

17.5 It is agreed by the Parties that any violation of this Agreement by a consultant or employee of either Party or their representatives or affiliates is equal to an infringement by that Party.

17.6 Media press releases by the Partner in connection with the HYROX-USA, the HYROX Training program and/or any Confidential Information will only be allowed with prior written consent of HYROX-USA.

17.7 Except for any trade secrets for which the protections under this will be indefinite, the obligations according to this Clause 17 shall also apply beyond the Term for five (5) years from the first disclosure of the Confidential Information

18. Parties' Relationship

18.1 The Parties expressly agree and acknowledge that this Agreement is not, and shall not be construed as, a franchise agreement. Nothing in this Agreement shall be deemed to create a franchise, partnership, joint venture, fiduciary, or employment relationship between the Parties. Neither Party shall have the power to, or hold itself out as having the power to, obligate, bind or create a liability against the respective other Party in any manner or for any purpose whatsoever other than expressly stated herein. The Parties hereto shall act in all respects as independent contractors.

18.2 HYROX-USA does not, and shall not, exercise control over the Partner's business operations, including but not limited to: pricing, membership terms, staff employment decisions, customer relationships, accounting, or overall business strategy. The Partner retains sole and exclusive responsibility for the operation of its business.

18.3 Any requirements in this Agreement relating to the use of HYROX-USA's marks, logos, brand guidelines, training methodologies, or equipment are imposed solely to protect the integrity of HYROX-USA's intellectual property and goodwill, and not to regulate or control the manner in which the Partner operates its business.

18.4 The Parties agree that the Fees payable under this Agreement are licence and affiliation fees for the limited right to use HYROX's HTC Marks & Logos, intellectual property and digital resources and are not revenue-sharing arrangements.

18.5 The Partner acknowledges that it has had the opportunity to seek independent legal advice regarding this clause and enters into this Agreement with the clear intention that it not be subject to any franchise law, franchise regulation, or equivalent statute.

19. Assignment and other dealings

19.1 HYROX-USA may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

19.2 The Partner shall not assign, transfer, sub-licence, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

20. General Provisions

20.1 The Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior representations, writings, negotiations, or understandings with respect hereto. Each Party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation, warranty or undertaking other than those expressly set out in this Agreement.

20.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

20.3 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

20.4 If any term, condition or other provision of these T&Cs are determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, it shall be deemed to be deleted from these T&Cs, and all other terms, conditions and provisions of these T&Cs shall nevertheless remain in full force and effect.

21. Governing Law and Jurisdiction

21.1 This Agreement and any claim, controversy, dispute or other matter arising out or relating hereto (a "Dispute") shall be governed by and construed in accordance with the laws of the state of New York without regard to the conflicts of laws rules thereof that might result in the application of the laws of any other jurisdiction.

21.2 If a Dispute (excluding claims for injunctive and/or equitable relief for intellectual property violations, unfair competition and/or the use or authorized disclosure of trade secrets or confidential information), arises and cannot be settled amicably through direct discussions between the Parties (and/or their affiliates, related entities or interested parties, which shall be considered Parties for the purpose of this provision only to the fullest extent permitted by law), the Parties agree to resolve said dispute by arbitration administered by the American Arbitration Association ("AAA"). The arbitration shall be conducted before a single arbitrator appointed in accordance with the AAA rules, in English language pursuant to the prevailing Commercial Arbitration Rules of the AAA with the arbitration locale venued in New York, New York. Judgement on the award rendered by the arbitrator shall be final and binding on the Parties to the fullest extent of the law and may be entered in any court of competent jurisdiction.

21.3 Notwithstanding the foregoing, each Party may seek injunctive and/or equitable relief for intellectual property violations, unfair competition and/or the use or authorized disclosure of trade secrets or confidential information, in any court of competent jurisdiction. For these purposes, the Parties agree to be bound to the non-exclusive jurisdiction (personal and subject matter, as applicable) of the federal and state courts located in New York, New York. For the purpose of clarity, either Party may elect to initiate such injunctive claims in a court of competent jurisdiction outside of New York, New York. In all cases, the Parties shall have the right to seek to enter any judgement obtained in any court it deems necessary for enforcement purposes.

21.4 If any Party brings any arbitration or other action under this Agreement, the prevailing Party will be entitled to recover from the other Party its reasonable attorney's fees and costs (including without limitation the costs of such arbitration or other action). The Parties agree to authorize the arbitrator to determine both the entitlement and apportionment of such fees and costs.

LICENSED RIGHTSHOLDER

HYROX North America Inc.

223 W. Erie Street, Suite 2 NE

Chicago, IL 60654, USA

Company file no (Delaware): 7075071

EIN: 61-1904608

Legal representatives:

Christian Toetzke

Alex Rausch

Douglas Gremmen

Chicago, 15 September 2025