Distributorship Contract

Company Name: Global League of Winners (GLOW), Inc.

Company Representative: [Company Representative]
Product Provider Company : CODEMENTUM LTD., UK
Prepared by: Serkan Celik, Director / Codementum
Date: 5.08.2022

With this contract, a distributorship contract has been concluded on the following terms
between Codementum Ltd., located in London / UK. (hereinafter referred to as "MANUFACTURER")
and “[Company Name]”, located in [Country Name] (hereinafter referred to as "DISTRIBUTOR").

1. Region and Products:

1.1. DISTRIBUTOR is the seller of all Products (hereinafter referred to as "PRODUCTS") produced by
the Manufacturer through the website codementum.com for [Country Name] (hereinafter referred
to as “REGION”).

2. Goodwill Rules and Fair Trade:

2.1. The parties will act in accordance with the goodwill rules and fair trade principles while fulfilling
their obligations with this contract.
2.2. The terms of this contract and all contracts to be drawn up between the parties in connection
with the distributorship relationship will be grounded on the rules of goodwill.

3. The Duties of the DISTRIBUTOR and the Manufacturer:

3.1. DISTRIBUTOR sells the Products produced by the Manufacturer in the Region on its behalf and
for its own account.
3.2. DISTRIBUTOR promises to make the highest effort in accordance with the manufacturer's
policies regarding the sale of the Products in the Region and to look after the rights and interests of
the Manufacturer as a responsible company.
3.3 The DISTRIBUTOR tries to reach more schools and increase their customers by making
promotions and pilot applications in schools. The manufacturer supports the DISTRIBUTOR through
these activities.
3.4 The DISTRIBUTOR and the Manufacturer develop B2B, B2B2C and B2C business models together.
3.5 The Manufacturer shares its knowhow and experience gained in global with the DISTRIBUTOR.
3.6. The manufacturer makes the necessary Server and CDN improvements specific to the region so
that the Products can be used with high performance in the region where the DISTRIBUTOR is
located.
3.7. During the use of the Product in its region, the DISTRIBUTOR employs at least one staff member
to meet the needs of the users during the working hours of the region.
3.8. The DISTRIBUTOR returns within 24 hours at the latest to users who want to communicate via
live chat, e-mail and phone in its region. It returns to corporate customers within the same day.
4. Non-compete Condition:
4.1. The DISTRIBUTOR has the right to represent, produce, market and sell any other product that
will not compete with the Products, provided that, as to any future products, it informs the
Manufacturer in advance in writing. However, the Manufacturer does not need to be informed in
case (i) the characteristics of the products that the DISTRIBUTOR wishes to represent and (ii) the
field of activity of the manufacturer which works in the field the DISTRIBUTOR wants to work in,
does not have any relation with the field of activity of the manufacturer.

5. Sales Organization:
5.1. The DISTRIBUTOR must establish the necessary organization for sales and, if necessary, after-
sales services in the Region for all Products in order to fulfill its obligations under this contract.
5.2. In the region, when accessing the codementum.com website where the products are located, it
is stated that the seller in the region is the DISTRIBUTOR by showing the DISTRIBUTOR logo on the
home page to all users in the region, and also the contact information of the DISTRIBUTOR is shared.

6. Localization, Advertisement and Fairs:

6.1. The parties discuss the advertisement program for the Region in July before each academic year.
The advertisement to be made must be in accordance with the image and marketing policies of the
Manufacturer. The cost of the agreed advertising shall be covered by the DISTRIBUTOR.
6.2. The budget for the translation of the contents to be determined by the DISTRIBUTOR for the
localization of the products in the region is covered by the DISTRIBUTOR.
6.3. The infrastructure utilized by the DISTRIBUTOR is used for the advertisement of the products in
the region by the "Mailing" method and the cost of this work is covered by the DISTRIBUTOR.
6.4. Social media advertisements and management are made by the DISTRIBUTOR in a way that does
not harm the brand, taking the dynamics of the region into account and the cost of this work is
covered by the DISTRIBUTOR.
6.5 The manufacturer will provide marketing assets for the distributor. Besides, the distributor shall
produce its own marketing assets considering the local conditions.

7. Sale Prices and the Delivery of the Products:

7.1. The individual and corporate sales prices of the products are determined before the academic
year by the DISTRIBUTOR.
7.2. The manufacturer is committed to deliver the orders it receives in a timely fashion so that the
DISTRIBUTOR can meet any delivery deadlines of its clients.
7.3. The sale of products to the DISTRIBUTOR is subject to the provisions of the relevant UK laws. As
the same may be applicable to the process. Any disputes that may arise regarding the general and
special terms of this contract are resolved in accordance with the provisions of the relevant law.
7.4. The DISTRIBUTOR promises to pay attention to the payment periods agreed between the
parties.
7.5. The DISTRIBUTOR is obliged to pay the amount specified in the Contract to the Manufacturer
within 60 (sixty) days after the charge is collected from the sale of the product.
7.6. The manufacturer is obliged to pay the portion of the corporate sales amount collected from the
region through the DISTRIBUTOR within 60 (sixty) days to the DISTRIBUTOR.
7.7. In case of individual sales due to the promotion made by the DISTRIBUTOR in the region, the
manufacturer provides the infrastructure that will enable the follow-up of these sales by the
DISTRIBUTOR. The manufacturer is obliged to pay the portion specified below of the individual sales
amount collected from the region through the DISTRIBUTOR within 60 (sixty) days to the
DISTRIBUTOR.

8. Sales Targets:
8.1. The parties mutually determine their sales targets for the next year in July, at the end of each
academic year.
8.2. The Parties will make the utmost effort to achieve the agreed targets; however, deviations that
may occur when one of the parties fails in a way that is not against the goodwill rules will not
constitute a breach of the contract by that party.

9. Subdistributors and Representatives:

9.1. The DISTRIBUTOR may appoint sub distributors or representatives in order to sell the Products
in the Region.
9.2. The DISTRIBUTOR is responsible for the activities of sub distributors and representatives.

10. Notification of the Manufacturer:

10.1 The DISTRIBUTOR will inform the Manufacturer about its activities, market conditions and
competition in the Region as a result of its efforts. The DISTRIBUTOR will respond to any reasonable
request for information requested by the Manufacturer.

11. Delivery Prices and Revenue Sharing:

11.1. The DISTRIBUTOR determines the sales prices of the Products in the Region and they shall
include, among other expenses, the cost of providing training.
11.2. The revenue sharing between the manufacturer and the DISTRIBUTOR is as follows.
11.3. After the end of each academic year the manufacturer has the right to reduce the revenue
share in case the Distributor could not reach the targeted sales figure. However, it is agreed and
understood that if DISTRIBUTOR is not in agreement with the reduction, it may cancel this contract
upon thirty (30) days written notice for the Manufacturer.

No Sales Methods DISTRIBUTOR MANUFACTURER

Year 1 DISTRIBUTOR’s Direct Sales ...% ...%

Year 2 DISTRIBUTOR’s Direct Sales ...% ...%

Year 3 DISTRIBUTOR’s Direct Sales ...% ...%

12. Brands and Symbols of the Manufacturer:

12.1. The DISTRIBUTOR may use the Manufacturer's brands, trade names and other symbols. In
addition, the DISTRIBUTOR may use these for the purpose of identifying and advertising the Products
in accordance with the field of application of the contract and the interests of the both parties.
12.2. When the DISTRIBUTOR receives notice of any attempted infringement against the
manufacturer's trademarks, trade names, symbols or industrial property rights in the Region, the
DISTRIBUTOR will notify the Manufacturer, and the Manufacturer will take the necessary measures
to prevent this infringement. The Manufacturer will defend and hold-harmless DISTRIBUTOR for any
such infringement.
13. The Notification of the DISTRIBUTOR:
13.1. The manufacturer will submit the required documents (brochures, technical manuals, etc.) to
the DISTRIBUTOR free of charge while fulfilling its obligations according to this contract. In the event
of the termination of this contract, the DISTRIBUTOR will return any unused documents to the
Manufacturer.
13.2. The manufacturer provides the DISTRIBUTOR with reasonable technical and commercial
information that may be required while fulfilling its obligations according to this contract.
13.3. The DISTRIBUTOR informs the Manufacturer about the information it receives about customers
and of the PRODUCTS.
13.4. The DISTRIBUTOR will be able to monitor all users online in the region where it operates and
receive reports with the authorization given by the Manufacturer.

14. Non-disclosure :
14.1. Know-How, technical support, and confidential information about the product of the
manufacturer can be shared by the Manufacturer with the DISTRIBUTOR in the work flow during the
contract process. The DISTRIBUTOR promises that except as needed to fulfil its obligations to the
end-users, it will not share the transferred information with third parties during and after the
contract within the framework of confidentiality and will protect this information. The distributor
undertakes to comply with confidentiality and will not disclose any information during the contract
period and in case of termination of the contract, for 2 (two) years from the date of expiration.

15. Force majeure :

15.1. Earthquake, flood, political disorder, death.

16. Intellectual Property Rights :

16.1. The rights of registered products and brands developed by the Manufacturer belong to the
Manufacturer.

17. Periodic Reports :

17.1. The DISTRIBUTOR reports a forecast quarterly in its region, from the date of the contract.
17.2. The MANUFACTURER makes the information flow which enables the DISTRIBUTOR to perform
data analysis in its region through the platform.

18. Transfer :
18.1. In the event that the DISTRIBUTOR does not carry out the efforts and activities specified in the
contract in order to achieve the goals stated as of the date of the contract, the DISTRIBUTOR activity
in the region may be given to other persons or companies by the Manufacturer, upon no less than
sixty (60) days prior written notice to DISTRIBUTOR specifying the goals allegedly unfulfilled by
DISTRIBUTOR. If DISTRIBUTOR fails to contest the notice, Manufacturer may proceed to appoint
other distributors and, at the option of DISTRIBUTOR, such action shall relieve DISTRIBUTOR of all of
its obligations under this contract.
19. Customer Delivery, Service levels

19.1 Codementum shall provide the Services in accordance with the standards laid down in this
section 21.

19.2 Codementum will provide second-level technical support services such as email and online chat
support, training (for teachers) and enhancements, maintenance releases and other software
updates to the Codementum Products for participating school and vendor members. Codementum
will provide the [Company Name] with a designated email address and online ticketing system for
technical support services.

19.3 Operation will be available for 24 hours a day, 7 days a week, with the exception of a weekly 1-
hour system maintenance period.

19.4 Response Time and Resolution Targets

Service Definition Response & Resolution

Scheduled Routine work and Codementum Response within forty-eight (48) hours.
Services updates. These should be Resolution within seventy-two (72)
requested by online ticket or by business hours.
phone.

Expedited Problems for which solutions exist. Response within twenty-four (24) hours.
These can be requested by email and Resolution within forty-eight (48) hours.
phone.

Emergency Outages involving inability of a Response within eight (8) business hours.
participating school to access the
Codementum Platform, or to access Resolution within twenty-four (24) hours.
the Codementum products and
services, due to unavailability of the
Codementum Platform or a failure of
the integration between the
participating schools, the
Codementum Platform and services.
These must be requested by phone
and email.
19.5 Service Availability

Codementum will provide the [Company Name]’s Customers with 99% availability (“Availability”) to
the Codementum Platform. For the purpose of this clause “Availability” means the ability of a
Customer to access the Codementum Platform, or to access the Codementum Products and Services.
The Availability will be measured on a quarterly basis per each individual Customer, with all hours
weighted equally, but the Availability measurement will exclude:

a. Reasonable scheduled downtime for system maintenance, provided that (i) if such
maintenance will create a deviation from the Availability metric stated above, [Company
Name]’s Customers will receive at least 48 hours prior written notice of the date, time and
expected duration thereof and (ii) such maintenance will (1) not exceed eight (8) hours in
total per calendar quarter and (2) where possible, be conducted at times likely to cause the
least amount of disruption to the operation of the Customers’ business and/or participating
schools’ ability to access the Products and Services via the Codementum Platform; and
b. Any downtime resulting from outages of third party connections or utilities or other reason
beyond Codementum’s control (e.g., acts of God, acts of government, flood, fire,
earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those
involving Codementum employees), computer, telecommunications, Internet service
provider or hosting facility failures or delays involving hardware, software or power systems
not within Codementum ’s possession or reasonable control, and denial of service attacks
that is not the result of Codementum ’s acts or omissions and such downtime could not have
been prevented by reasonable precautions and could not reasonably be circumvented by
use of alternate sources, work-around plans or other means, provided Codementum : (i)
gives the Customer prompt written notice of such cause, and (ii) uses all reasonable efforts
to promptly correct such downtime.

19.6 Service Credit

Codementum shall respond to any reported outages or Codementum Platform unavailability within
the response times and resolution targets set forth above. In addition, if the Codementum Platform
does not meet the Availability metric in any quarterly period, then Codementum shall provide each
affected Customer (the end users of the Codementum platform) a credit for the subsequent quarter
as follows:

Availability Credit (percentage of any recurring fees for the affected time period)

98%–99.5% 2.5%

95%–97.9% 5%

‹ 95% 10%

19.7 Termination
In the event that the Availability metric is below 99.5% in any 2 consecutive months or in any 3
months during a 12-month period, the [Company Name] has the right to terminate the [Company
Name] Agreement upon notice in accordance with section 11.2.
20. Term of the Contract:
20.1. This distributorship contract has been arranged for 3 (three) years and is extended to a period
to be determined by the parties before each academic year, based on the agreement of the parties.

21. Termination of the Contract:

21.1. If one of the parties acts against the provisions of the contract or the relevant law, it will be
warned in writing by the other party and provided no less than sixty (60) days to cure the default. If,
after the expiration of the cure period, the party continues to act contrary to the warning, the other
party will have the right to terminate the contract. In this case, the party that violates the contract
will be liable for compensation for all negative and positive damages.

22. Competent Authority in case of Dispute:

22.1. London Courts are authorized in the settlement of arising disputes during the implementation
of this contract.

This contract herein was signed on 24.01.2022 by the following parties having the representation
authority.

MANUFACTURER DISTRIBUTOR

Serkan Celik [Company Representative]

CODEMENTUM LTD. [Company Name]

Signature Signature