DatingPool Platform Agreement (Venue / Partner)

This Platform Agreement (the "Agreement") is made effective as of the last date listed on the signatures below (the "Effective Date"), by and between DatingPool, LLC, a Texas limited liability company with offices at 5473 Blair Rd Ste 100, Dallas, Texas 75231 ("Company"), and [CLIENT NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with offices at [ADDRESS] ("Client"). Company and Client may be referred to collectively as the "Parties" or individually as a "Party."

Recitals

WHEREAS, Company provides an event-based social-connection application and platform as a service designed to facilitate event ticket sales on behalf of event venues and/or promoters such as Client ("Event(s)") to individual end users looking to connect with individuals based on shared interests and attend Events together (the application and platform collectively referred to as the "Platform," and Client's access to and use of the Platform referred to as the "Services"); and

WHEREAS, Client desires to engage Company to provide the Services and Company desires to provide the Services to Client pursuant to the terms and conditions set forth below.

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

1. Services & Exclusivity

1.1 Services

During the Term (defined below), Company shall provide Client with access to the Platform and perform the Services. The Services are offered at various service tiers (each a "Tier") as follows. Each Tier has specific Fee(s) and Exclusivity (both defined below) conditions:

• Tier 1. Tier 1 is free of any monthly Fees (as defined below), provided that (i) Client remains responsible for the Commission (defined below), and (ii) Client acknowledges and accepts a five (5) year minimum Term with Exclusivity for the full Term.

• Tier 2. Tier 2 requires a monthly Fee, provided that (i) Client remains responsible for the Commission, and (ii) Client acknowledges and accepts a three (3) year minimum Term with Exclusivity for the full Term.

• Tier 3. Tier 3 requires a higher monthly Fee (in addition to the Commission) and allows Client to use a Competing Service during the Term.

1.2 Default Tier; Changing Tiers

Unless otherwise specified by Client before signing, the default Tier shall be Tier 1. Client may elect to move up or down to any Tier upon at least fourteen (14) days' written notice to Company, with the change effective the first full Billing Period (as defined below) following Company's receipt of such notice.

1.3 Using the Services

For information about how to create a Platform account, enter and update Client information (such as the Payment Method), and how to create Events, Client shall visit the link or application page indicated by Company from time to time.

1.4 Definitions

• "Exclusivity" means that Client shall not host, charge admission for, or sell tickets for any dating Events, either directly or through any third party (including listing tickets through services such as Eventbrite).
• "Term" means the term of this Agreement starting on the Effective Date and continuing for at least the minimum Term listed for the applicable Tier above and ending on the effective date of termination as outlined in Section 5.

2. Fees, Commission & Payment

2.1 Fees

Client shall pay the Tier-specific fees (the "Fees") once per month (each a "Billing Period") as follows:

• Tier 1: $0.00
• Tier 2: $[xx].00
• Tier 3: $[xxx].00

2.2 Commission

In addition to the applicable Tier-related monthly Fees, Client agrees to pay Company twenty percent (20%) of the gross retail price of any and all revenues generated by Client from sales of tickets or other charges by Client for all Events (the "Commission").

2.3 Payment of Fees and Commissions

Fees and Commissions are non-refundable and are charged to Client's preferred Payment Method (defined below) as follows:

Fees. The applicable Fees for each Billing Period are charged in advance on the first business day of each month. Fees for the initial Billing Period are charged upon signing. For example, if Client signs on March 15, 2026, the Fees for March are charged upon signing and the Fees for April 2026 are charged on April 1, 2026.

Commissions. Company will track all Client Commissions via the Platform and will automatically charge the Payment Method for Commissions due for the prior Billing Period on the first business day of each month, along with the applicable Fees for the following Billing Period. For example, if Client signs on March 15, 2026, Commissions for March are charged on April 1, 2026 (along with Fees for April 2026), and Commissions for April are charged on May 1, 2026 (along with Fees for May 2026).

2.4 Payment Method

"Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time by Client using the Platform. Client is responsible for ensuring the accuracy of the Payment Method information provided to Company via the Platform. Client may update Payment Methods via the Platform. Company may also update Payment Methods using information provided by payment service providers. Following any update, Client agrees that Company may continue to charge the applicable Payment Method(s).

3. Intellectual Property Rights and Licenses

3.1 Definitions

• "Intellectual Property Rights" means patents, design rights, utility models or similar invention rights, copyrights and derivatives, mask work rights, trade secret or confidentiality rights, trademarks, trade names, service marks, and any other intangible property rights, including applications and registrations, in any country, under statutory or common law or by contract, whether or not perfected, now existing or hereafter filed, issued, or acquired.
• "Company IP" means any and all Intellectual Property Rights in and to any software, programs, tools, systems, data, or other materials made available by Company or otherwise associated with the Platform or the Services, excluding any Client IP.
• "Client IP" means any and all Intellectual Property Rights in and to any data or other materials made available to Company by Client.

3.2 Ownership & Licenses

Company is and shall remain the sole and exclusive owner of all right, title, and interest in and to Company IP. Client is and shall remain the sole and exclusive owner of all right, title, and interest in and to Client IP. During the Term, and provided Client is not in breach of this Agreement, Company grants Client a limited, non-exclusive, non-transferable, revocable license to use Company IP as necessary to use the Services. During the Term, Client grants Company a limited, non-exclusive, non-transferable, revocable license to use Client IP as necessary for Company's provision of the Services.

3.3 Restrictions

Client shall not, directly or indirectly: (i) modify the Platform or create derivative works; (ii) sell, license, transfer, distribute, assign, pledge, or otherwise dispose of or encumber the Platform; (iii) grant any sublicense or other rights to the Platform, or permit access by any user other than Client's authorized representatives; (iv) reverse engineer, disassemble, decompile, recompile, reconfigure, reinstall, or update all or any part of the Platform or merge it into any other software; (v) remove, obscure, or alter any legend or notices on or in the Platform; (vi) copy or provide the Platform or any copy, adaptation, transcription, or merged portion to any third party except as expressly authorized herein; or (vii) use, copy, or provide the Platform to any third party for any purpose or in any manner except as expressly permitted by Company in writing.

4. Confidentiality and Non-Disclosure

Neither Party will, during or after the Term, (i) use the other Party's Confidential Information for any purpose other than performing its duties under this Agreement, or (ii) disclose such Confidential Information to any third party, except as required by court or administrative order. Both Parties agree that all Confidential Information of the disclosing Party ("Disclosing Party") will remain the sole property of the Disclosing Party and will take reasonable precautions to prevent unauthorized disclosure. The receiving Party ("Receiving Party") may not disclose Confidential Information received from the Disclosing Party. These obligations survive termination or expiration of this Agreement.

"Confidential Information" means all information, technical data, or know-how disclosed by either Party to the other in writing, orally, by inspection, or otherwise, including without limitation research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operations and systems, pricing policies, and information concerning employees, customers, and/or vendors. It does not include information that the Receiving Party can demonstrate: (i) was in the Receiving Party's possession prior to disclosure and not subject to a confidentiality obligation to the Disclosing Party; (ii) is or becomes publicly known through no act or failure of the Receiving Party; (iii) is rightfully obtained from a third party without breach of any obligation to the Disclosing Party; or (iv) is independently developed without use of or reference to the Confidential Information. Confidential Information includes all information the unauthorized disclosure of which could be detrimental to the Disclosing Party, whether or not identified as confidential.

5. Termination

5.1 Termination without Cause

Company may terminate this Agreement by providing five (5) days' written notice to Client. If Company terminates without cause under this Section 5.1, the Exclusivity in Section 1 shall also terminate on the effective date of termination.

5.2 Termination for Cause

Either Party may terminate this Agreement upon written notice to the other if the other Party breaches any material obligation hereunder and fails to cure such breach within fifteen (15) days of receipt of notice.

5.3 Effect of Termination

Upon termination for any reason, and unless otherwise agreed: (i) all Commissions accrued as of the date of termination shall be charged to the Payment Method on the termination date; and (ii) Company shall end Client's access to the Platform and provision of the Services following the effective date of termination.

6. Representations and Warranties

Client represents and warrants that: (i) it is duly formed and in good standing under the laws of its jurisdiction of formation; (ii) it has the power, authority, and legal right to enter into this Agreement and perform its obligations, and such performance does not conflict with or violate any contractual obligation of Client; (iii) this Agreement has been duly executed and delivered on behalf of Client and constitutes a legal, valid, and binding obligation of Client; and (iv) all Client IP and materials provided by Client in using the Services/Platform do not and shall not infringe, misappropriate, or otherwise violate any patent, trademark, or other Intellectual Property Rights of any third party.

7. Indemnification & Limitation of Liability

7.1 Client Indemnification

Client shall indemnify Company and its directors, officers, employees, and agents (the "Indemnified Parties") and hold each harmless from and against any and all claims, lawsuits, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees and disbursements) incurred by any of them in connection with, arising from, or as a result of: (i) any claim for personal injury, death, or loss or damage to tangible property of any individual attending Events or otherwise on Client's premises; (ii) any claim that Client IP infringes any Intellectual Property Rights of a third party; or (iii) any material breach by Client of this Agreement.

7.2 Limitation on Liability

Company shall not be liable for any consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party. Company's total liability to Client for any claim related to or arising out of this Agreement shall not exceed the total amount paid by Client to Company in the three (3) months prior to such claim.

8. Force Majeure

Company shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent such delays or failures result from causes beyond Company's reasonable control, including without limitation: acts of God, war, riots, acts of terrorism, embargoes, strikes or other concerted acts of workers, casualties or accidents, pandemic disease (e.g., COVID-19), loss of power or utilities, fire, flood, civil disobedience, or any other occurrence commonly known as force majeure.

9. Choice of Law and Venue

This Agreement, and any tort claims arising from this Agreement or from any proposals, negotiations, communications, or understandings regarding it, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in Cook County, Illinois. If Company commences an action or proceeding against Client to enforce this Agreement and prevails, Company shall be entitled to recover from Client (in addition to any other damages) the actual costs, expenses, and attorneys' fees incurred in connection with such action and with obtaining and enforcing any judgment or order.

10. Independent Contractor Status

The relationship of Client to Company is that of an independent contractor. Neither Client nor any employee of Client shall be deemed an agent or employee of Company. This undertaking is not a joint venture.

11. Notices

All notices and communications under this Agreement shall be given (i) via email, (ii) in writing by personal delivery, or (iii) by prepaid first-class registered or certified mail, properly addressed, and shall be deemed given (i) upon confirmation of receipt of email (or three (3) business days after sending if no undeliverable message is received), (ii) on the date of personal delivery, or (iii) on the second day after deposit in the United States Mail if mailed. Notices shall be sent to the addresses first stated above and/or the email addresses provided (or to such other address as a Party may furnish in writing; change of address is effective only upon receipt).

If to Company:

DatingPool, LLC

5473 Blair Rd Ste 100

Dallas, Texas 75231

Email: dev@datingpool.ai

If to Client:

[ADDRESS]

Email: [EMAIL]

12. Complete Agreement

This Agreement represents the entire agreement between the Parties with respect to its subject matter. No other agreements, representations, or warranties have been made by either Party to the other with respect to such subject matter except as referenced herein.

13. Amendment

This Agreement may be amended or modified only by a written agreement signed by both Parties.

14. Severability

If any provision of this Agreement is found invalid or unenforceable by a court or arbitrator, the remaining provisions shall remain valid and in force.

15. Assignment

Neither this Agreement nor any obligation hereunder may be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other, except that Company may, upon notice to Client, assign or novate this Agreement in connection with the sale or transfer of all or a substantial portion of Company's business, whether by merger, reorganization, acquisition, sale, or otherwise. Subject to the foregoing, this Agreement shall apply to and be binding upon the successors and permitted assigns of the Parties.

Signatures

IN WITNESS WHEREOF, this Agreement has been executed by the Parties and shall be in full force and effect as of the date last written below.

*Effective: January 2026. This document is the standard form Platform Agreement for venue and partner relationships. Specific Tier fees (Tier 2, Tier 3) are set in the executed agreement or in the Platform.*