Attebery Wellness Academy, Inc. (hereafter, Attebery Wellness Academy may be referred to as “us”, “we”, or “our”) welcomes you to our website, application, and the services available on and through the website. Your use of the Site and the Services are governed by these Terms of Use, and the Privacy Policy, inclusive of the Community Guidelines, which are both located on the Site. Any time you browse the Site or use the Services in any way, you agree to be bound by the Terms. If you don’t agree to the Terms, do not use the Site or the Services, or sign up for any subscription products.

The purpose of the Site is to connect individuals who wish to promote their name, image and or likeness and popularity on social media and in the general public with fans, brands, or others who wish to engage with selected End Users in a specified marketing activity or to provide content. End Users may connect with Customers for marketing purposes in return for the payment of a specified fee for each Activity). Any user of the Site may be referred to herein as “you”. End Users and Customers may be referred to herein individually as “Party” or together as “Parties”.

We reserve the right to modify the Terms at any time, with such changes becoming effective when we post the modified Terms to the Site. We also reserve the right to make any changes to the Site and Services in any manner and to deny or terminate your access to the Site and Services, even if you have an Account, in our sole discretion.

Each time you use the Site or the Services, the then-current version of the Terms will apply. If you use the Site or the Services after a modification of these Terms, you agree to be bound by the Terms as modified.

These Terms contain important information regarding your rights with respect to the Site and the Services, including your relationship with us. Please read them carefully and review them regularly.

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TERMS OF SERVICE AGREEMENT

This TERMS OF SERVICE AGREEMENT ("Agreement") is entered into as of [Date], by and between: ATTEBERY WELLNESS ACADEMY, a corporation incorporated under the laws of Oklahoma, with an office located at 11217 N May Ave, Oklahoma City, OK 73120, hereinafter referred to as "Attebery Wellness Academy."

AND

[Your Company Name/ Sole Proprietor Name], hereinafter referred to as the "Licensor."

WHEREAS, the Licensor is the owner of certain rights in and to the Property described and defined below;

WHEREAS, the Licensor is granting a non-exclusive, limited license for the use/sale of Property in furtherance of their efforts to promote themselves, their foundation, or both on their own specific storefront/website and Attebery Wellness Academy sales channels;

WHEREAS, Attebery Wellness Academy desires, during the Term of this Agreement, to use the Property on or in association with the manufacture, packaging, offering for sale, advertising, promotion, sale, shipment, and distribution of apparel products identified below, worldwide and through Attebery Wellness Academy sales channels and through wholesale to other retail partners;

WHEREAS, the Licensor is willing to grant Attebery Wellness Academy the non-exclusive, limited right to use the Property on or in association with the sale of the Products, worldwide in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions herein contained, it is hereby agreed as follows:

**1. Grant of License:** Subject to the terms and conditions hereof, the Licensor hereby grants to Attebery Wellness Academy a non-exclusive, non-transferable, non-assignable limited license (with the right to grant sub-licenses) to use the Property during the Term of the Agreement solely on or in association with the exploitation of the Products and solely within the Licensed Territory through the Authorized Distribution Channel (the "License").

**2. Definition of Property:** Personality rights such as names, likenesses, voices, numbers, images, facsimile signatures, and other personality/publicity rights of [Licensor's Name] and including but not limited to player/entity marks such as word marks or symbols related thereto.

**3. Products:** Any and all apparel and non-apparel products bearing Property or the personality rights of [Licensor's Name] or his or her trademarks, including but not limited to player/entity marks such as word marks or symbols related thereto. Any and all products created by Attebery Wellness Academy shall be their sole and separate property, and shall not be resold, copied, duplicated in any manner by the Licensor post-dissolution of this agreement.

**4. Term:** The term of the Agreement (the "Term") shall extend from the Effective Date to [Termination Date], and shall continue yearly thereafter until terminated by either party with 30 days' written notice.

**5. Licensed Territory/Authorized Distribution Channels:** Online retail/Worldwide

**6. Company’s Obligations:**

(a) Attebery Wellness Academy shall develop and implement a strategic marketing and branding plan to further develop the Property. This will include the development of a website landing page, design/development of Licensed Products, and design/development of collection rollout graphics to post on social media channels.

(b) Attebery Wellness Academy shall use commercially reasonable efforts to preserve and improve the value of the goodwill of the Property and the Licensed Products. This will include website management and supply chain management.

(c) Attebery Wellness Academy shall use commercially reasonable efforts to develop and manage distribution channels for Licensed Products and Licensed Services.

(d) Attebery Wellness Academy will provide affiliate links and promo codes for the Licensor's family and friends.

(e) Attebery Wellness Academy shall take any other reasonable action to improve the value of the Property.

**7. Sub-licensing Rights: Attebery Wellness Academy shall have the right to sublicense the Property to third-party vendors for the creation and distribution of merchandise featuring the Property in conjunction with the trademarks, logos, and other intellectual property associated with the Schools attended by the Athletes. Attebery Wellness Academy shall ensure that third-party vendors obtain any necessary approvals or licenses from the Schools for the use of their intellectual property in the dual-licensed merchandise.

**8. Compensation and Fees:** In exchange for the rights granted herein and the below deliverables, Attebery Wellness Academy shall pay the Licensor a royalty on Net Sales (defined as gross revenue less returns only) on all Services/Products sold at Attebery Wellness Academy's actual retail price and a royalty on Net Sales on all Products sold at Attebery Wellness Academy's usual wholesale price. The royalty structure is as follows for sales on the website: 10 percent (10%) royalty for Net Sales on services/products. In the event of the Licensor's death, any and all royalties due and owing at the time of death shall be paid to the estate of the Licensor. All royalties shall be paid pursuant to this Agreement until said Agreement is terminated (paragraph 12 below) or as long as Attebery Wellness Academy is still selling remaining inventory created prior to the termination of this Agreement.

**9. Deliverables:**

a. Unique Store Link in Bio:

i. This link may be taken down any time after a period of 60 days from the date of receipt.

b. Post Collection Graphic on Social Channels:

i. The posted graphic may be archived after a period of 60 days from the original posting date.

c. IG Story Tag:

i. The Licensor shall feature their unique collection and unique store link in 1 Instagram (IG) story per month for the duration of the term.

**10. Governing Law:** This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

**11. Royalty Payments and Reporting:** Attebery Wellness Academy shall deliver to the Licensor, by the 30th day after the end of each quarter (April 30, July 30, October 30, and January 30) during the entire Term of the Agreement, a complete and accurate statement (the "Royalty Statement") in a form to be supplied by Attebery Wellness Academy to the Licensor, certified to be accurate by a royalty representative of Attebery Wellness Academy, showing, amongst other things, the number, description, and gross sales (as adjusted in accordance herewith) of the Products distributed, and to which channel each was distributed, shipped, or sold by Attebery Wellness Academy during the preceding calendar month ("Royalty Period") together with any returns actually taken back during such Royalty Period. Upon the Licensor's request, Attebery Wellness Academy will also forward its Royalty Statements electronically. Royalty Statements shall be furnished to the Licensor whether or not any Licensed Products have been distributed, shipped, or sold during the Royalty Period for which such Royalty Statement is due. Attebery Wellness Academy shall pay to the Licensor together with the delivery of each Royalty Statement, all Royalties earned and other amounts falling due under the terms hereof for the most recent Royalty Period. All payments made hereunder with respect to Products sold, shipped, or distributed to or within the United States shall be in United States currency. All payments made hereunder with respect to Products sold, shipped, or distributed to or within any country other than the United States shall be calculated and paid in United States currency. If the Licensed Territory includes countries other than the United States, the Royalty Statement shall be broken down by country, and all Net Sales amounts shall be stated in the currency of the country where such sales were made, followed by the equivalent amount of such Net Sales in United States currency, followed by the exchange rate applied. The Licensor reserves the right to dispute the appropriateness of the exchange rate applied. Any dispute that cannot be resolved by agreement between the parties shall be settled by reference to the exchange rate that would have been applied by the AWA's Bank in Oklahoma, to exchange such foreign currency into United States dollars.

**12. Post-Termination Obligations:** Upon termination of this Agreement, Attebery Wellness Academy shall:

**13. Notices:** Any notice required to be given pursuant to this Agreement shall be in writing and sent to the following by U.S. Certified Mail, Return Receipt Requested or email to:

**Notice to Attebery Wellness Academy:** Attention: Attebery Wellness Academy 11217 N May Ave, Oklahoma City, OK 73120 Email: contact@atteberywellnessacademy.com

**14. Indemnification:** Attebery Wellness Academy hereby agrees to be solely responsible for, defend, hold harmless, exonerate, and indemnify the Licensor, its directors, officers, employees, agents, and other representatives from and against any losses, damages, and expenses (including reasonable attorney’s fees and disbursements) arising out of, or resulting from:

a. A claim that the use of the Property as authorized in the Agreement (or sale of the Products) violates or infringes upon the trademark, copyright, or other intellectual property rights of a third party; or

b. A breach of the Agreement by Attebery Wellness Academy.

The Licensor shall be given prompt written notice of and shall have the right to undertake and conduct the defense of any such claim referred to above. The Licensor shall have the right to defend any such claim with attorneys of its own selection, such attorneys not to be selected without the prior written approval of Attebery Wellness Academy, which approval shall not be unreasonably withheld. Should the Licensor decide not to defend any such claim, Attebery Wellness Academy shall have the right to defend the claim with attorneys of its own selection. In any instance to which the foregoing indemnities pertain, the Licensor shall keep Attebery Wellness Academy fully advised of all developments and shall not enter into a settlement of any such claim without Brand Unlimited’s prior written approval, which shall not be unreasonably withheld. Attebery Wellness Academy shall obtain and keep in full force and effect, at its sole cost and expense, a policy of insurance insuring against those risks and in such amounts as customarily insured under comprehensive general liability policies in consideration of Attebery Wellness Academy’s business, including, but not limited to, coverage for product liability.

**15. Severability:** In the event that any term or provision of the Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other term or provision, and the Agreement shall be interpreted and construed as if such term or provision, to the extent that same shall have been held to be invalid, illegal, or unenforceable, had never been contained herein.

**16. Entire Agreement:** The Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof, and the Agreement supersedes all previous representations, understanding, or agreements, oral or written, between the parties with respect to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto.

**17. Confidentiality:** Each party shall protect and not disclose the other’s confidential information. Both parties are aware and acknowledge that potential issues may exist or arise pursuant to State Law, current or future State, NCAA rules and policies or other rules and policies of the Licensor's current interscholastic athletic conference concerning the use of the Licensor's name, image, and likeness. Any requirement to disclose this Agreement and the required services to the Licensor's educational institution is the obligation of the Licensor.

By their execution on this form, the parties hereto have agreed to all of the terms and conditions of the Agreement. Confirmation will be sent to you via the email provided for filing.

**Attebery Wellness Academy**