ActionSticks™ Coach Early Access Agreement

1. PARTIES AND AGREEMENT OVERVIEW

This ActionSticks™ Coach Early Access Agreement ("Agreement") is entered into between PlayTech360 Inc., a Georgia corporation ("PlayTech360"), acting as duly authorized licensee and distributor of ActionSticks™, and the licensed coach or athletic trainer accepting this Agreement through their PlayTech360 account ("Coach").

This Agreement governs Coach's participation in the ActionSticks™ Early Access Program ("EAP"), including receipt, possession, use, evaluation, and return of ActionSticks™ Prototype Products, and Coach's obligations with respect to confidentiality, intellectual property, and feedback.

For purposes of this Agreement:

• "ActionSticks™" means the ActionSticks™ athletic training system, including all product components, instructional materials, videos, methodologies, software, and associated content.
• "Prototype Product" means any developmental, beta, evaluation, or pre-production unit of ActionSticks™ provided to Coach under this Agreement.
• "PlayTech360's Licensor" means the owner of the ActionSticks™ intellectual property who has authorized PlayTech360 to administer the EAP and distribute Prototype Products, and any successor entity to which such intellectual property is transferred.
• "Confidential Information" has the meaning given in Section 6.
• "Authorized Surface" means natural grass only, as the sole surface currently authorized for use with ActionSticks™ Prototype Products under this Agreement. PlayTech360 may authorize additional surface types in a written amendment or addendum to this Agreement, which may impose surface-specific instructions, restrictions, and safety requirements. No authorization of an additional surface type shall be implied.
• "Authorized Use" means the temporary installation and use of ActionSticks™ anchors on an Authorized Surface, solely for PlayTech360-authorized athletic training activities conducted under Coach's direct supervision, in strict accordance with PlayTech360's then-current installation and use instructions for that surface type.

2. COACH ELIGIBILITY, REPRESENTATIONS, AND EAP SELECTION

ACTIVE ENGAGEMENT REPRESENTATION

By accepting this Agreement, Coach represents and warrants that they are actively engaged in coaching, training, or instruction of participants in soccer, football, physical education, fitness, athletic development, or any other sport or physical activity in which PlayTech360 has determined that ActionSticks™ products may provide training value. Coach is not required to hold any particular license or certification, but must be genuinely and actively engaged in coaching or instruction at the time of application and throughout the term of this Agreement.

PERSONAL CAPACITY

Coach enters into this Agreement solely in Coach's personal and individual capacity. Nothing in this Agreement binds, obligates, creates any rights in, or imposes any liability on any club, team, school, organization, employer, association, or other entity with which Coach is or may be affiliated. Coach represents that they have not been authorized by any such entity to enter into this Agreement on its behalf and are not doing so.

ADDITIONAL REPRESENTATIONS

Coach further represents and warrants that:

• All information provided in Coach's EAP application, including name, mailing address, email address, phone number, ages coached, and genders coached, is accurate, complete, and current.
• Coach is at least eighteen (18) years of age.
• Coach has the full legal authority to enter into this Agreement in their personal capacity and is not subject to any existing agreement that would conflict with Coach's obligations hereunder.
• Coach has not been subject to any suspension, revocation, or disciplinary action by any governing body, SafeSport, or similar organization that would disqualify Coach from working with athletes or youth participants.

EAP SELECTION AND NON-DISCRIMINATION

Submission of an application to the ActionSticks™ Early Access Program does not guarantee approval, enrollment, or receipt of any product. PlayTech360 administers the EAP with limited product availability for controlled product testing and evaluation purposes, and has no ability to accommodate all applicants. PlayTech360 selects EAP participants based on legitimate program criteria including, without limitation: sport and coaching context, with priority given to soccer coaches and programs reflecting ActionSticks™'s primary development context; geographic diversity; ages of participants coached; training environment; and program capacity. PlayTech360 does not discriminate in EAP selection on the basis of race, color, religion, sex, national origin, disability, age, or any other characteristic protected by applicable law. Selection of one applicant does not obligate PlayTech360 to select any other applicant, and approval of Coach's application does not obligate PlayTech360 to approve any future application from Coach or to distribute additional product.

PlayTech360 reserves the right to verify any information provided in Coach's application at any time and to terminate this Agreement immediately if any representation is found to be inaccurate or incomplete.

3. PROTOTYPE PRODUCT RECEIPT AND ACKNOWLEDGMENT

Coach acknowledges that the Prototype Products provided under this Agreement:

• Are pre-commercial, developmental units that may differ from any future production version in appearance, materials, dimensions, performance, or design.
• May contain manufacturing variances, defects, or inconsistencies, including in 3D-printed components.
• May fail unexpectedly or perform inconsistently under field conditions.
• Are provided solely for evaluation, training demonstration, and curriculum development purposes under this Agreement.
• Remain the property of PlayTech360's Licensor at all times. Receipt of a Prototype Product does not transfer any ownership interest to Coach.

PlayTech360 will provide Coach with the number and type of Prototype Product units specified in Coach's EAP invitation. PlayTech360, acting on behalf of its Licensor, reserves the right to recall, replace, modify, or request return of any or all Prototype Products at any time, with or without prior notice. Coach agrees to comply with any recall or return request within five (5) business days of receiving notice.

4. AUTHORIZED USE AND USE RESTRICTIONS

Coach may use Prototype Products solely for the following Authorized Uses:

• Conducting or assisting with PlayTech360-authorized athletic training sessions, clinics, or programs.
• Evaluating product performance and providing Feedback to PlayTech360 as described in Section 8.
• Developing training curriculum and methodology in collaboration with and as authorized in writing by PlayTech360.
• Demonstrating the ActionSticks™ methodology to athletes under Coach's direct supervision in a PlayTech360-authorized context.

Coach agrees that Prototype Products shall NOT be used for any of the following without prior written authorization from PlayTech360:

• Any training session, clinic, program, or event not authorized by PlayTech360 in writing.
• Commercial coaching services, private training sessions, or paid instruction of any kind outside of PlayTech360's authorized programs.
• Demonstration to, or use by, any third party not enrolled in a PlayTech360-authorized session.
• Any social media content, video, photography, or public-facing communication referencing or depicting ActionSticks™, without PlayTech360's prior written approval of the specific content.
• Any comparative testing, benchmarking, or evaluation against competing products.

ActionSticks™ Prototype Products shall ONLY be installed on natural grass. No other surface is currently authorized. Use on artificial turf, synthetic turf, indoor surfaces, gymnasium floors, hard courts, concrete, asphalt, compacted or frozen ground, or any other non-grass surface is strictly prohibited under this Agreement. Authorization for additional surface types, if ever granted, will be issued by PlayTech360 in a written amendment or addendum and may include separate instructions and restrictions specific to that surface. Coach assumes sole responsibility for confirming that any surface is natural grass before installation, and for compliance with all applicable facility or venue rules.

5. NON-DISTRIBUTION AND NON-TRANSFER

Prototype Products are provided exclusively to Coach as the named EAP participant. Coach shall not, under any circumstances:

• Distribute, loan, gift, sell, transfer, or otherwise make available any Prototype Product unit or component to any person or entity, including other coaches, athletes, parents, or organizations, without PlayTech360's prior written authorization.
• Allow any person other than those specifically authorized in writing by PlayTech360 to handle, install, or use Prototype Products.
• Leave Prototype Products unattended or unsecured at any facility, field, or location.
• Take Prototype Products outside the geographic scope specified in Coach's EAP invitation without prior written approval from PlayTech360.

Coach is personally responsible for the safekeeping of all Prototype Product units and components in Coach's possession. Coach shall promptly notify PlayTech360 in writing if any unit is lost, stolen, damaged, or destroyed.

6. CONFIDENTIALITY AND NON-DISCLOSURE

"Confidential Information" means all non-public information relating to ActionSticks™, including without limitation: product design, dimensions, materials, manufacturing methods, patent applications, training methodologies, instructional systems, business plans, pricing, distribution strategy, technology roadmap, and any other information designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Coach agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care Coach uses for Coach's own confidential information, but in no event less than reasonable care.
• Not disclose any Confidential Information to any third party without PlayTech360's prior written consent.
• Use Confidential Information solely for the Authorized Uses described in Section 4.
• Not post, publish, broadcast, or share any photographs, video, or descriptions of ActionSticks™ product design, components, or features on social media, coaching forums, or any public platform without PlayTech360's prior written approval.

These confidentiality obligations survive termination of this Agreement for a period of three (3) years. They do not apply to information that: (a) is or becomes publicly available through no breach by Coach; (b) Coach can demonstrate was known to Coach before disclosure; or (c) is required to be disclosed by law or court order, provided Coach gives PlayTech360 prompt prior written notice to permit PlayTech360 to seek a protective order.

7. INTELLECTUAL PROPERTY RESTRICTIONS AND NON-CIRCUMVENTION

All rights, title, and interest in and to ActionSticks™ — including all patents (pending and issued), trademarks, copyrights, trade secrets, design rights, know-how, training methodologies, instructional systems, product configurations, and all other intellectual property — are and shall remain the exclusive property of PlayTech360's Licensor. This Agreement grants Coach no ownership interest, license, or right in ActionSticks™ intellectual property beyond the limited right to use Prototype Products for Authorized Uses during the term of this Agreement.

Coach shall not, directly or indirectly:

• Reverse engineer, disassemble, measure, photograph for commercial or competitive purposes, or otherwise attempt to derive the design, dimensions, materials, or manufacturing methods of any Prototype Product.
• Copy, replicate, manufacture, commission the manufacture of, or assist in manufacturing any product that imitates, is derived from, or competes with ActionSticks™.
• File or assist any third party in filing any patent, trademark, copyright, or other intellectual property application based on or derived from ActionSticks™ or Confidential Information.
• Use ActionSticks™ designs, methodologies, exercises, instructional systems, videos, or proprietary concepts to develop or market any competing product or program.
• Introduce, recommend, or facilitate any third party's development of a product competitive with ActionSticks™ using knowledge gained through Coach's participation in the EAP.

Coach acknowledges that one or more aspects of ActionSticks™ are the subject of pending patent applications. Unauthorized reproduction or imitation may constitute patent infringement and will be prosecuted to the fullest extent of applicable law.

8. FEEDBACK ASSIGNMENT

PlayTech360 actively seeks Coach's field observations and professional insight on behalf of its Licensor. Any feedback, suggestions, ideas, evaluations, proposed improvements, observations, or other communications ("Feedback") that Coach provides to PlayTech360 regarding ActionSticks™ — whether in writing, verbally, through the PlayTech360 platform, or otherwise — shall be deemed immediately and irrevocably assigned to and become the exclusive property of PlayTech360's Licensor, without any compensation, royalty, credit, or attribution obligation to Coach.

Coach waives any moral rights or similar rights in Feedback to the fullest extent permitted by applicable law. PlayTech360's Licensor and PlayTech360 shall be free to use, incorporate, develop, patent, or commercialize any Feedback for any purpose without restriction or accounting to Coach.

Coach is encouraged to submit Feedback through the designated channel in Coach's PlayTech360 account. Written Feedback submissions create a clear record and help PlayTech360 respond effectively.

9. DIGITAL CONTENT AND APPLICATION ACCESS

ONLINE CONTENT

At its sole discretion, PlayTech360 may grant Coach access to online content through Coach's authenticated PlayTech360 account, including without limitation instructional videos, training guides, coaching methodology materials, curriculum resources, product documentation, and related materials (collectively, "Online Content"). Access to Online Content is a benefit of EAP participation and is not guaranteed. All Online Content is and remains the exclusive property of PlayTech360's Licensor, licensed to PlayTech360 for distribution to EAP participants.

Coach's access to Online Content is subject to the following conditions:

• Access is non-transferable and personal to Coach. Coach may not share, distribute, sublicense, or provide access to Online Content to any other person or entity.
• Access is revocable at any time at PlayTech360's sole discretion, with or without notice.
• Access is conditional on this Agreement remaining in full force and effect. Termination of this Agreement automatically terminates Coach's access to all Online Content.
• All Online Content constitutes Confidential Information subject to Section 6 and intellectual property subject to Section 7. Coach may not download, copy, reproduce, record, screenshot, publish, share, or distribute any Online Content without PlayTech360's prior written permission.
• Coach may use Online Content solely for Authorized Uses as defined in Section 1, and not for any commercial, competitive, or public-facing purpose without PlayTech360's prior written approval.

APPLICATION ACCESS

At its sole discretion, PlayTech360 may also grant Coach access to ActionSticks™-related software applications ("Applications") through Coach's PlayTech360 account. Coach acknowledges and agrees that:

• Each Application may be subject to its own separate end user license agreement ("EULA") or terms of service, which will be presented to Coach at the time of access. Coach agrees to review and comply with all applicable EULAs as a condition of accessing any Application.
• Acceptance of a EULA for a specific Application does not modify or supersede this Agreement. This Agreement and any Application-specific EULA operate together. In the event of a conflict between this Agreement and a EULA with respect to intellectual property, confidentiality, or feedback, this Agreement governs.
• Some Applications may be built on, integrate with, or depend upon third-party platforms, APIs, tools, or services that carry their own terms of service. Coach agrees to comply with all applicable third-party terms of service in connection with Coach's use of any Application or Online Content.
• Coach shall not use any Application or Online Content in any manner that violates any applicable third-party terms of service, that would expose PlayTech360 to liability or breach of any third-party agreement, or that would result in the suspension or termination of any service PlayTech360 relies upon.
• Access to Applications is non-transferable, revocable, and subject to the same conditions as Online Content access above.

INDEMNIFICATION FOR THIRD-PARTY VIOLATIONS

Coach agrees to defend, indemnify, and hold harmless PlayTech360 and the Released Parties from and against any and all claims, demands, liabilities, losses, damages, costs, expenses, and attorneys' fees arising out of or related to Coach's violation of any third-party terms of service in connection with Coach's use of any Application, Online Content, or PlayTech360 platform feature. This indemnification obligation is in addition to and does not limit Coach's obligations under Section 13.

10. SAFETY OBLIGATIONS

Coach, as the supervising professional, bears primary responsibility for the safe use of all Prototype Products during authorized sessions. Coach agrees to:

• Review and follow all ActionSticks™ safety instructions provided by PlayTech360 before first use.
• Brief all participants on applicable safety rules before each session involving ActionSticks™.
• Ensure Prototype Products are used only on natural grass, or on any additional surface type expressly authorized in a written amendment to this Agreement, and in strict accordance with PlayTech360's current instructions for that surface type.
• Conduct a complete post-session component check to confirm all anchors and components have been retrieved from the surface.
• Ensure Prototype Products are used only under Coach's direct, active supervision.
• Immediately remove all Prototype Products from use and notify PlayTech360 in writing if Coach identifies any defect, unusual behavior, or safety concern.
• Store all Prototype Product components securely when not in active use.

Coach acknowledges that ActionSticks™ Prototype Products are not toys and shall not be used by minors except as a supervised training aid under Coach's direct control during a PlayTech360-authorized training session.

11. ASSUMPTION OF RISK

Coach knowingly and voluntarily assumes all risks arising from the possession, receipt, installation, use, demonstration, evaluation, removal, storage, and transportation of ActionSticks™ Prototype Products, including all risks described in this Agreement and in the ActionSticks™ Product Terms of Use.

12. RELEASE OF LIABILITY

To the maximum extent permitted by applicable law, Coach, on behalf of Coach and Coach's heirs, assigns, and personal representatives, hereby releases and discharges PlayTech360 Inc., PlayTech360's Licensor, and each of their respective officers, directors, employees, contractors, volunteers, affiliates, successors, and assigns (collectively, "Released Parties") from any and all claims, demands, causes of action, liabilities, losses, and expenses of any kind, without limitation, arising out of or relating to Coach's participation in the EAP or possession and use of Prototype Products.

Nothing herein releases any Released Party from liability for gross negligence or intentional misconduct to the extent such release is prohibited by applicable law.

13. INDEMNIFICATION

Coach agrees to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, demands, liabilities, losses, damages, costs, expenses, and attorneys' fees arising out of or related to:

• Coach's unauthorized use of Prototype Products outside of Authorized Uses.
• Coach's unauthorized distribution, transfer, or disclosure of Prototype Products or Confidential Information.
• Coach's breach of any provision of this Agreement.
• Coach's failure to remove Prototype Product components from any surface after use.
• Any injury, property damage, or loss arising from Coach's possession or use of Prototype Products.
• Any misrepresentation of Coach's credentials or authority to enter into this Agreement.

14. WARRANTY DISCLAIMER

Prototype Products are provided "as is" and "with all faults." PlayTech360 and PlayTech360's Licensor expressly disclaim all warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, safety, performance, and non-infringement. No statement by PlayTech360 or any authorized representative shall create any warranty not expressly set forth in this Agreement.

15. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the total aggregate liability of the Released Parties arising out of or relating to this Agreement or the EAP shall not exceed one hundred dollars ($100.00). In no event shall any Released Party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, regardless of the theory of liability.

16. TERM AND TERMINATION

This Agreement commences on the date Coach accepts it through Coach's PlayTech360 account and continues until terminated by either party.

PlayTech360 may terminate this Agreement immediately, with or without cause, upon written notice to Coach. Upon termination for any reason:

• Coach's right to possess or use Prototype Products ceases immediately.
• Coach shall return all Prototype Product units and components to PlayTech360 within five (5) business days at PlayTech360's direction.
• Coach's confidentiality obligations under Section 6, IP obligations under Section 7, feedback assignment under Section 8, and digital content and application access obligations under Section 9 survive termination.

PlayTech360 reserves the right to terminate any coach's EAP participation at any time for any breach of this Agreement, credential misrepresentation, conduct inconsistent with PlayTech360's standards, or for no reason at PlayTech360's sole discretion.

17. IP TRANSFER — CONTINUITY

PlayTech360's Licensor reserves the right to transfer the ActionSticks™ intellectual property to any successor entity at any time without Coach's consent. Upon any such transfer, all references to "PlayTech360's Licensor" in this Agreement shall automatically refer to that successor entity. PlayTech360's authority to administer the EAP and enforce this Agreement shall continue unaffected. This Agreement and all of Coach's obligations hereunder shall remain valid and binding without amendment following any such transfer.

18. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Georgia, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Athens-Clarke County, Georgia, under American Arbitration Association rules then in effect. Coach waives any right to a jury trial and any right to participate in a class action or representative proceeding. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

19. GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between PlayTech360 and Coach regarding the EAP and supersedes all prior discussions, representations, and agreements relating to the subject matter hereof.

Severability: If any provision is held invalid or unenforceable, the remaining provisions continue in full force.

No Waiver: PlayTech360's failure to enforce any provision shall not constitute a waiver of that provision.

Assignment: Coach may not assign this Agreement or any rights hereunder without PlayTech360's prior written consent. PlayTech360 may assign this Agreement freely, including in connection with any transfer of ActionSticks™ intellectual property to a successor entity.

Notices: Notices under this Agreement shall be delivered to Coach's PlayTech360 account email address and to PlayTech360 at 8735 Dunwoody Place, Ste N, Atlanta, GA 30350, USA (admin@playtech360.com).

Electronic Acceptance: Acceptance of this Agreement through Coach's authenticated PlayTech360 account constitutes a legally binding signature under the Georgia Electronic Records and Signatures Act (O.C.G.A. § 10-12-1 et seq.) and the federal E-SIGN Act. PlayTech360 will maintain a timestamped record of Coach's acceptance tied to the specific version of this Agreement accepted.

20. ACKNOWLEDGMENT

By accepting this Agreement through your PlayTech360 account or by submitting an early access application with the required acknowledgments, you acknowledge that: (1) you have read this Agreement in its entirety; (2) you understand its terms and their legal significance, including the confidentiality, IP restriction, feedback assignment, and recall obligations; (3) you have had the opportunity to consult with legal counsel; and (4) you voluntarily agree to be bound by all terms hereof.

PlayTech360 maintains a complete, timestamped record of each Coach's acceptance, including the account used, date and time of acceptance, and the version of this Agreement accepted. This record is available to Coach upon written request.