AstroBrand® Certification Terms and Conditions

Recitals

A. New Moon Creative, LLC provides coaching on how to apply astrology into business (“Services”). New Moon Creative, LLC has created the distinctive AstroBrand® Certification Program to certify third parties to provide the Services (the “Certification Program”) and is the owner of the following proprietary trademarks: ASTROBRAND® CERTIFIED

B. New Moon Creative, LLC licenses the Mark to certain individuals and entities for use in providing the Services.

C. Licensee desires to obtain a license from New Moon Creative, LLC to use the Mark to perform the Services and New Moon Creative, LLC desires to license to Licensee the Mark, on the terms and subject to the conditions set forth in this Agreement.

Agreement

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, including the Recitals set forth above which are incorporated herein by reference, the sufficiency of which are agreed by to the parties to this Agreement, the parties agree as follows:

1. Grant of License

Subject to the terms and conditions of this Agreement, New Moon Creative, LLC hereby grants to Licensee, and Licensee accepts from New Moon Creative, LLC, a limited, revocable, non-exclusive, non-transferable, non-assignable, non-delegable, and non-sub-licensable license to use the Mark solely to provide the Services upon successful completion of the Certification Program and any other onboarding or orientation training New Moon Creative, LLC may deem necessary or appropriate in its sole discretion. In addition, all advertising, marketing, sale and rendering of the Services, including promotional and related materials, shall first be approved by New Moon Creative, LLC in writing and shall be in accordance with New Moon Creative, LLC’s standards and guidelines as New Moon Creative, LLC determines from time to time (“Brand Guidelines”).

2. Use of Mark.

(a) Licensee shall only use the Mark as an element of a marketing or “doing business as” name, and shall not use the Mark, in whole or in part, as an element of any formal or registered name for a partnership, corporation, limited liability New Moon Creative, LLC, sole proprietorship or other legal entity.

(b) Licensee shall not use the Mark or any other New Moon Creative, LLC trademark, trade name, service mark, name, logo, character, insignia or other proprietary information of New Moon Creative, LLC in conjunction with any trademark, trade name, service mark, name, logo, character, insignia or other proprietary information of any third party without the prior written consent of New Moon Creative, LLC, which may be withheld for any reason or no reason in New Moon Creative, LLC’s sole discretion.

(c) Licensee shall not, directly or indirectly, develop, design, market, sell, facilitate or exploit a line of apparel or goods or other merchandise using the New Moon Creative, LLC name, the Mark or any New Moon Creative, LLC trademark, trade name, service mark, logo or other intellectual property or proprietary rights of New Moon Creative, LLC, encourage or permit any third party to do so, or enter into any license or sublicense that would have the same effect.

(d) Licensee agrees that it is solely responsible for obtaining all consents, licenses and other permissions which may be required in connection with the use of any third party photographs, music, videos, sound effects, artwork or any other copyrighted, trademarked or other materials that are used by, or included in or with, any Licensee website, location, business or advertising, marketing or promotional materials.

(e) Licensee shall use the Mark only in such forms as approved by New Moon Creative, LLC and such use shall comply with New Moon Creative, LLC’s Brand Guidelines. Licensee shall not create, display, promote, advertise, distribute or use, directly or indirectly, any derivative, modification or confusingly similar version of any of the Mark or any other New Moon Creative, LLC name, logo, trademark, trade name or service mark in whole or in part. Licensee shall include the appropriate trademark designation (“®” or “™”) with the Mark, as well as a statement that the Mark are used under license from New Moon Creative, LLC and other proprietary notices as reasonably required by New Moon Creative, LLC or by law. Licensee shall comply with all applicable laws, rules and regulations pertaining to the proper use and designation of trademarks in each country or territory in which Licensee uses the Mark.

(f) Licensee acknowledges and agrees that New Moon Creative, LLC has the right, in its sole discretion, to prohibit Licensee’s use of any of the Mark if New Moon Creative, LLC determines that such use is, or is likely to, damage or dilute the value of the Mark in any way, and, if New Moon Creative, LLC makes such a determination, Licensee will immediately cease use of the Mark.

(g) Licensee shall comply with all applicable laws, rules and regulations (including, without limitation, those related to truth in advertising) and shall obtain all appropriate government approvals necessary for its use of the Mark and for selling, providing, supporting, marketing, promoting, training, distributing and advertising the Licensed Services.

(h) Licensee shall not use the Marks in connection with any activity that is illegal or that defames, ridicules or disparages New Moon Creative, LLC, its founder, officers, directors, employees, agents, sponsors, licensors, or licensees, or any other individual, entity or organization or any of their products or services, or that otherwise may damage the reputation for quality inherent in the Mark.

3. Ownership of Mark.

(a) Licensee acknowledges and agrees that it has no interest in the Mark other than the license granted under this Agreement and that New Moon Creative, LLC is, and shall at all times remain, including during and after termination of this Agreement, the sole and exclusive owner of all right, title and interest in and to the Mark and all modifications, updates, improvements, derivative works and enhancements related thereto, whether made by Licensee. Licensee hereby irrevocably assigns, transfers, releases and conveys to New Moon Creative, LLC from the moment of its creation, all right, title and interest in and to any modification, enhancement, update, improvement or derivative work related to or based on the Mark and all intellectual property rights embodied in or pertaining to any of the foregoing. Licensee agrees that its use of the Mark and any goodwill generated by Licensee’s use of the Mark will inure solely to the benefit of New Moon Creative, LLC and will not create any right, title or interest in or to the Mark by Licensee.

(b) Licensee shall not do or cause to be done any act or thing contesting, opposing or challenging, or in any way impairing or tending to impair, any of New Moon Creative, LLC’s right, title, or interest in or to the Mark (or any portion thereof) or any other New Moon Creative, LLC marks, proprietary information, products, goods or services. Licensee shall not register or attempt to register the Mark or any New Moon Creative, LLC or its affiliates’ trademarks, trade names, service marks, characters, or logos in any jurisdiction and will not oppose New Moon Creative, LLC’s registration or use of the Mark, alone or with other words or designs, in any jurisdiction. Licensee agrees that upon termination of this Agreement, Licensee shall, and hereby does, assign, transfer, and convey to New Moon Creative, LLC any trade rights, equities, good will, titles, or other rights, title or interest in and to the Services that may have inured to or been obtained by Licensee.

(c) Licensee shall promptly notify New Moon Creative, LLC if Licensee learns or become aware of use by a third party of any mark that is identical, derivative of or confusingly similar to any of the Mark. Licensee shall take no action with respect thereto except with the prior written consent of New Moon Creative, LLC. New Moon Creative, LLC may take such action as it, in its sole and absolute discretion, deems advisable for the protection of its rights in the Mark. Licensee shall cooperate fully to assist New Moon Creative, LLC with any legal or equitable action taken by New Moon Creative, LLC to protect New Moon Creative, LLC’s rights in and to the Mark. Licensee shall cooperate with New Moon Creative, LLC in procuring and maintaining New Moon Creative, LLC’s rights in the Mark or any intellectual property rights related to the Mark, and shall take all such action, and execute any and all such documents that New Moon Creative, LLC may deem necessary or desirable in order to vest in New Moon Creative, LLC all right, title and interest in and to the Marks throughout the world. In the event Licensee is unable or unwilling to take such actions or execute or obtain the execution of such documents, Licensee hereby irrevocably designates and appoints New Moon Creative, LLC and its duly authorized officers and agents as Licensee’s agents and attorneys-in-fact to execute and file any application and to do all other lawfully permitted acts to further the prosecution and issuance of trademarks or other intellectual property rights with the same legal force and effect as if executed by Licensee or any of its officers or employees. Licensee waives and agrees never to assert any moral rights or artist’s rights against New Moon Creative, LLC with respect to any of the intellectual property rights described above. For purposes of this Agreement, “moral rights” or “artist’s rights” means any right to (i) divulge the Mark to the public; (ii) retract the Mark from the public; (iii) claim authorship of the Mark; (iv) object to any distortion, mutilation or other modification of the Mark; or (v) affect ownership, control, or modification of the Mark, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a moral or artist’s right.

(d) LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS ONLY ENTITLED TO USE THE MARK WHILE IT IS A LICENSEE OF New Moon Creative, LLC IN GOOD STANDING.

(e) Nothing in this Agreement shall provide Licensee with any right, title or interest in or to the Mark (or any portion thereof) or any other New Moon Creative, LLC name, trademarks, trade names, service marks, logos, characters, products, goods, services or any right to develop, license, sublicense, publish, perform, use, modify, create derivative works of, reproduce, distribute or exploit any of the foregoing. New Moon Creative, LLC’s provision of materials to Licensee to use in connection with the Mark or Promotional Materials shall not imply a change of ownership therein and all such materials shall remain the property of New Moon Creative, LLC.

(f) Licensee acknowledges that there is great value and goodwill associated with the New Moon Creative, LLC name and Mark, and that they have a secondary meaning in the mind of the public. Licensee shall use its best efforts to preserve, protect, and enhance the goodwill and value in the New Moon Creative, LLC name and Mark.

4. Certification Program.

(a) Program. Licensee acknowledges and agrees that the grant of the license to use the Mark under the terms of this Agreement is contingent upon Licensee’s timely and satisfactory completion of New Moon Creative, LLC’s Certification Program, as described on Exhibit A to this Agreement and as determined by New Moon Creative, LLC in its sole discretion. In the event Licensee fails to complete the Certification Program, this Agreement shall immediately terminate and be of no further force or effect.

5. License Fee

In consideration for grant of the license under this Agreement and the use of the Marks during the Initial Term (defined below) Licensee shall pay New Moon Creative, LLC the amount of USD $5555 (“License Fee”), plus any applicable taxes. Licensee shall pay the License Fee in one lump payment by Paypal or Stripe. If this Agreement is renewed for additional periods, Licensee shall pay the then current license fee New Moon Creative, LLC is charging for its licenses on the renewal date. Licensee shall not pay for any renewal term prior to the date of renewal or pay or attempt to pay in excess of the fee for the renewal term. All License Fee payments shall be non-refundable for any reason.

6. Obligations of ComNew Moon Creative, LLCpany

(a) New Moon Creative, LLC may (but is not obligated to), and Licensee hereby grants New Moon Creative, LLC permission to, include information about Licensee, Licensee’s location, and a link to Licensee’s website on New Moon Creative, LLC’s primary website (or such other site as New Moon Creative, LLC may develop in the future), at such time and in such manner and style (including placement, size, duration and messaging) as New Moon Creative, LLC determines in its sole and absolute discretion.

(b) During the Term and any Renewal Term of this Agreement, New Moon Creative, LLC will provide Licensee with access to Astrobrand® Toolkit, and its updates.

7. Licensee Obligations.

(a) Licensee is solely responsible for, and shall bear all costs and liabilities associated with, (i) all of its business operations, including, but not limited to, any Licensee facility(ies), entity organization, marketing, promotion, advertising, equipment, supplies, fundraising, funding, and legal affairs (ii) the selection, compensation, monitoring and supervision of employees, and contractors, if any, training, supervision and monitoring of participants, clients, visitors and patrons, and carrying out the activities of the business in a proper, safe, professional and legal manner. [New Moon Creative, LLC and its employees or agents shall have no authority to determine on behalf of Licensee the amount Licensee charges for providing the Services and will not interfere with Licensee’s independent establishment of Licensee’s charges].

(b) [Licensee shall obtain and maintain, during the Term and any Renewal Term, at its own cost and expense, the following insurance policies: (i) Comprehensive General Liability (CGL) of no less than $1,000,000.00 single limit per occurrence/$2,000,000.00 aggregate, and (ii) Professional Liability (PL) of no less than $1,000,000.00; both from a New Moon Creative, LLC rated A+ or better by A.M. Best or equivalent, providing protection which is standard for, or greater than, insurance protections typical for the fitness and health club industry. Licensee shall include New Moon Creative, LLC as an additional insured under Licensee’s insurance. Licensee must provide New Moon Creative, LLC with a valid certificate of insurance prior to Licensee’s use of the Marks. Licensee shall obtain New Moon Creative, LLC’s prior approval for any proposed changes to Licensee’s insurance coverage and policies.]

(c) Licensee shall obtain valid and legally enforceable written assumptions of risk and waivers of liability from any individual who uses or participates in the Services offered by Licensee. Such waivers shall be signed in advance of any use or participation in the Services, and shall specifically release and hold harmless New Moon Creative, LLC and its affiliates, and their respective directors, officers, employees, agents, contractors, volunteers, suppliers, licensors and licensees from and against any and all actions, judgments, settlements, claims, liabilities, losses, damages, expenses, and costs (including court costs and attorneys’ fees), including, without limitation, for any property damage, personal injury, death or any other action, claim, liability, loss, damage or expense incurred by Licensee.

(d) Licensee shall immediately notify New Moon Creative, LLC in the event Licensee becomes, or becomes aware that it may become, a party to any legal or governmental action in which New Moon Creative, LLC is named, or in which New Moon Creative, LLC is or may become implicated. In addition, Licensee shall deliver to New Moon Creative, LLC, in writing promptly upon learning thereof, notice of any litigation commenced or threatened against Licensee that (i) seeks damages in excess of USD $5,000.00, (ii) seeks injunctive relief, (iii) alleges criminal misconduct by Licensee or any of its members, directors, officers, employees or contractors, or (iv) alleges a violation or violations of any law, rule or regulation.

(e) [Licensee shall maintain a New Moon Creative, LLC-approved website with an approved link to the New Moon Creative, LLC logo or such other image New Moon Creative, LLC may supply, in its sole discretion, on the front page of Licensee’s website. If Licensee’s website is not associated solely with New Moon Creative, LLC, Licensee shall maintain a New Moon Creative, LLC page on its website with an approved link to the New Moon Creative, LLC logo or other image supplied by New Moon Creative, LLC].

8. Term; Termination; Renewal

(a) Subject to timely and satisfactory completion of the Certification Program set forth elsewhere in this Agreement, the term of the license granted under this Agreement will begin on the date on which Licensee completes the Certification Program and shall continue for six months thereafter (“Initial Term”) unless terminated in accordance with the provisions of this Agreement. Subject to approval by New Moon Creative, LLC, which may be granted or withheld in New Moon Creative, LLC’s sole and absolute discretion, this Agreement may be renewed for one additional one-year period (“First Renewal Term”) upon timely payment of the then current license fee. [Upon expiration of the First Renewal Term, if any, this Agreement may be renewed for additional one-year terms; provided, however, that Licensee shall be required to timely and satisfactorily complete New Moon Creative, LLC’s recertification program consisting of four (4) masterclass modules prior to any renewal subsequent to the expiration of the First Renewal Term]. Licensee agrees that upon each Renewal Term, it will execute the then current form of this Agreement and pay the then current license fee. The Initial Term and the Renewal Term(s) (if any) may collectively be referred to elsewhere in this Agreement as the “Term”.

(b) This Agreement may be terminated by either party for any or no reason upon 30 days’ prior written notice to the other party.

(c) This Agreement may be terminated by New Moon Creative, LLC immediately upon written notice to Licensee without recourse or an opportunity to cure (each, a “Termination Event”), if Licensee:

• (i) Files, or has had filed by or against Licensee, a petition under any section or chapter of the United States Bankruptcy Code or similar law of any other jurisdiction; an assignment by Licensee for the benefit of creditors; or any appointment of, or an application for the appointment of, a receiver, trustee, controller or custodian for all or part of Licensee’s assets;
• (ii) Refuses or fails to perform any of its obligations or covenants under this Agreement or breaches its obligations to New Moon Creative, LLC or another New Moon Creative, LLC licensee;
• (iii) Publicly denounces, slanders, defames or denigrates New Moon Creative, LLC, the Services or New Moon Creative, LLC and its affiliates, and its and their directors, officers, members, employees, agents or representatives either orally, visually, or in writing, including through digital or electronic means or methods;
• (iv) Makes or has made any misrepresentation, whether by action or omission, relating to this Agreement, the license granted hereunder or in connection with the Services;
• (v) Engages or persists in engaging in conduct that would reflect unfavorably upon New Moon Creative, LLC, the Marks, the Services or the operations or reputation of New Moon Creative, LLC’s business, including, without limitation, commission of a felony or any other criminal act, engaging in conduct or misconduct that would raise a substantial question about Licensee’s fitness or ability to train others or have a business relationship with New Moon Creative, LLC; or
• (vi) Fails to comply with any applicable law, rule or regulation.

(d) In the event of any termination or expiration of this Agreement, Licensee shall immediately discontinue all use of the Marks or other New Moon Creative, LLC proprietary intellectual property, discontinue providing the Services, and transfer Licensee’s ownership of any Internet domain names containing “New Moon Creative, LLC” or any of the Marks, or any other names, trade names, logos, or other intellectual property of New Moon Creative, LLC. The parties agree that Sections 3(a), 3(b), 8(d), 8(e), 8(f), 9, 10, 12, 13, 14, 15, 16 and 17 shall survive expiration or termination of this Agreement.

(e) If this Agreement is terminated for any reason and Licensee fails to discontinue use of the Marks or any other New Moon Creative, LLC proprietary names, trade names, logos, or other intellectual property of New Moon Creative, LLC of any type or in any manner, or fails to cease providing the Services, then Licensee acknowledges and agrees that Licensee shall pay to Licensor, as liquidated damages, the amount of [$25,000 for the first misuse of the Marks or other New Moon Creative, LLC proprietary intellectual property or provision of Services. The liquidated damages amount shall increase by 10% for each and every subsequent misuse of the Marks or other New Moon Creative, LLC proprietary intellectual property. By way of illustration, if Licensee misuses the Marks or other New Moon Creative, LLC proprietary intellectual property a second time after termination of this Agreement, the liquidated damages amount shall be $25,000, plus $2500, if a third time the liquidated damages amount shall be $27,500, plus $2,750, and so on]. The requirement for payment of liquidation damages shall not prohibit Licensor from taking any and all such other actions, whether in law or equity, to cause Licensee to cease using the Marks and other New Moon Creative, LLC intellectual property and cease selling the Services after termination of this Agreement.

(f) The right of either party to terminate this Agreement shall not be affected in any way by its waiver of or failure to take action with respect to any previous breach or default. Licensee agrees that New Moon Creative, LLC’s termination of this Agreement in accordance with its terms shall not confer on Licensee any right to damages or any other rights or remedies, nor shall it vest in Licensee any rights, title or interests in and to any of New Moon Creative, LLC’s Marks, other New Moon Creative, LLC proprietary intellectual property, or otherwise. The rights and remedies provided to New Moon Creative, LLC under this Agreement are not exclusive and are in addition to all other rights and remedies available to it at law or in equity.

9. Licensee Representations and Warranties. Licensee represents, warrants and agrees as follows:

(a) It has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder and to grant to New Moon Creative, LLC all rights purported to be granted herein, and nothing contained in this Agreement or in the performance of this Agreement will result in Licensee being in breach of any of its other contracts or obligations;

(b) It is solely responsible for and shall pay all sums due to any and all parties engaged by Licensee who are entitled to receive compensation, payment or any other fees in connection with Licensee’s business, premises and program;

(c) There is no demand, claim, suit, action, arbitration or other proceeding pending or threatened which questions or challenges the ability or right of Licensee to enter into this Agreement or to perform any of its obligations hereunder or which might affect New Moon Creative, LLC’s rights under the terms of this Agreement, nor does there exist any reasonable basis for any such demand, claim, suit, action, arbitration or other proceeding;

(d) It is financially sound and fiscally capable of performing its obligations, and any material change in such status shall be immediately communicated in writing to New Moon Creative, LLC;

(e) Nothing that Licensee provides, uses, publishes, displays, performs, distributes, copies, creates or licenses related to New Moon Creative, LLC, the Marks, or the Services shall infringe any intellectual property, proprietary or personal right or any other common law or statutory right of any party, or defame, impinge upon the right to privacy or the right to publicity of any person or entity;

(f) It shall comply with all applicable laws, rules and regulations; and

(g) The individual executing this Agreement on behalf of Licensee has full authority to execute this Agreement and to bind Licensee to the terms and conditions contained herein.

10. Confidentiality

At all times during the Term or any Renewal Term of this Agreement, each of the parties shall treat and hold as confidential any information concerning the other party that is not already generally available to the public, and the terms and conditions of this Agreement (the “Confidential Information”), refrain from using any of the Confidential Information except in connection with this Agreement and except as necessary to exercise its rights and comply with its obligations hereunder, and deliver promptly to the disclosing party, at the request and option of the disclosing party, all tangible embodiments (and all copies) of the Confidential Information which are in its possession or under its control. In the event that a receiving party is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, such party shall notify the disclosing party promptly of the request or requirement so that the disclosing party may seek an appropriate protective order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver hereunder, the receiving party is, in the written opinion of such parties’ counsel issued to the disclosing party, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such party may disclose the Confidential Information to the tribunal; provided, however, that such receiving party shall use reasonable efforts to obtain, at the request and expense of the disclosing party, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as the disclosing party shall designate.

11. Disclaimers.

(a) Each party acknowledges and agrees that the Marks and any other information or materials licensed, made available or provided to Licensee by New Moon Creative, LLC hereunder are provided and licensed on an “as is” basis. EXCEPT AS EXPRESSLY DESCRIBED IN THIS AGREEMENT, New Moon Creative, LLC DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE MARKS, THE LICENSED SERVICES OR ANY MATTER WHATSOEVER. EXCEPT AS EXPRESSLY DESCRIBED IN THIS SECTION, ANY AND ALL WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED BY New Moon Creative, LLC. LICENSEE SHALL NOT HAVE THE RIGHT TO MAKE OR TRANSFER TO ANY THIRD PARTY, AND SHALL CAUSE ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVE NOT TO MAKE OR TRANSFER TO ANY THIRD PARTY, ANY EXPRESS OR IMPLIED WARRANTY ON BEHALF OF New Moon Creative, LLC. WITHOUT LIMITING THE FOREGOING, New Moon Creative, LLC DOES NOT ENSURE CONTINUOUS, ERROR-FREE, BUG FREE, SECURE OR VIRUS-FREE OPERATION OF ANY CONew Moon Creative, LLCMPANY WEBSITE OR ANY PART OR FEATURE THEREOF OR CONTINUED OPERATION OR AVAILABILITY OF ANY New Moon Creative, LLC SERVICES, OR ANY OTHER New Moon Creative, LLC CERTIFICATION, SEMINAR OR TRAINING PROGRAM, OR ANY FEATURE OR PART THEREOF.
(b) THE SUCCESS OF New Moon Creative, LLC, THE SERVICES AND THE MARKS DEPENDS ON NUMEROUS FACTORS BEYOND New Moon Creative, LLC’s CONTROL. LICENSEE THEREFORE ACKNOWLEDGES AND AGREES THAT LICENSEE’S SUCCESSFUL USE OF THE SERVICES AND THE MARKS ARE SPECULATIVE AND New Moon Creative, LLC DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES AS TO THE PROFITS, REVENUES OR POTENTIAL SUCCESS OF ANY OF THE SERVICES AND THE MARKS OR New Moon Creative, LLC’s LICENSE PROGRAM OR BUSINESS AND NO LIABILITY SHALL BE IMPOSED UPON New Moon Creative, LLC BASED ON ANY CLAIM THAT (I) LICENSEE COULD HAVE OBTAINED MORE SALES, RECEIPTS OR REVENUES BUT FOR LICENSEE’S USE OF THE SERVICES AND THE MARKS, OR (II) LICENSEE COULD HAVE OBTAINED BETTER PRICES OR TERMS FROM A THIRD PARTY. New Moon Creative, LLC IS NOT OBLIGATED TO CONTINUE THE MARKETING, ADVERTISING, PROMOTION, SALE, LICENSE, OPERATION, SUPPORT OR USE OF THE New Moon Creative, LLC WEBSITES, SERVICES, MARKS, CERTIFICATION PROGRAM OR ANY OTHER New Moon Creative, LLC, CERTIFICATIONS, SEMINARS OR COURSES, OR CONTINUE THE USE OF ANY PARTICULAR ELEMENT OF ANY OF THE FOREGOING.

12. Limitation of Liability

Except with respect to Licensee’s indemnification of New Moon Creative, LLC contained in this Agreement, and except with respect to Licensee’s breach of any provisions of this Agreement related to the grant, scope or use of the license granted hereunder or Licensee’s breach of its representations and warranties contained in this Agreement, in no event shall New Moon Creative, LLC or Licensee be liable to each other or any third party for any indirect, special or consequential damages including on account of expenditures, investments, leases or commitments made in connection with the activities or goodwill of either party, lost revenue, profits, lost data and the like arising out of or in connection with this Agreement or its termination, whether for breach of warranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability), and irrespective of whether the parties have advised or been advised of the possibility of such losses or damages. THE TOTAL LIABILITY OF New Moon Creative, LLC SHALL BE LIMITED TO THE FEES PAID BY LICENSEE TO New Moon Creative, LLC UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, AND IN THEIR ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

13. Indemnification

Licensee shall indemnify, defend and hold harmless New Moon Creative, LLC, its affiliates, and each of their respective directors, members, officers, affiliates, employees, agents, representatives and contractors (each, an New Moon Creative, LLC Party” and collectively, the “New Moon Creative, LLC Parties”) from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses, and costs (including court costs, expert witnesses and attorney’s fees), arising from or related to any third party claim, suit or proceeding brought against any New Moon Creative, LLC Party which arises from or is related to: (a) Licensee’s breach or alleged breach of any of Licensee’s representations, warranties or covenants in this Agreement or any of its obligations described herein, (b) infringement or misappropriation by Licensee of any intellectual property, or personal or proprietary right of any third party; (c) property damage, personal injury or death based on Licensee’s negligence, recklessness, willful misconduct, acts or omissions, or (d) any other actions, claims, liabilities, losses, damages, expenses and costs (including court costs and attorneys’ fees arising out of Licensee’s operation of its business or related to Licensee’s relationship with New Moon Creative, LLC. Licensee may not settle any pending or threatened proceeding in a manner which admits wrongdoing by New Moon Creative, LLC without obtaining an unconditional release of New Moon Creative, LLC from all such liability on claims that are the subject matter of any such proceeding and New Moon Creative, LLC shall have the right, but not the obligation, to control New Moon Creative, LLC’s defense in any such proceeding.

14. Choice of Law and Jurisdiction.

This Agreement shall be governed by and construed under the laws of the State of Colorado, except for its conflict-of-law provisions. The parties acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark dilution, passing off, false designation of origin, unfair competition and other non-contractual causes of action, will be governed by U.S. federal law and the law of the State of Colorado.

15. Alternative Dispute Resolution.

(a) Mediation. The parties hereby agree and covenant to submit all claims, disputes, or controversies (collectively, “dispute(s)”) arising out of or relating to this Agreement, or the breach thereof to mediation. The parties further agree that mediation shall be conducted by a mediator mutually agreed upon between the parties, prior to commencement of an action or arbitration of any disputes, and shall be held in Denver, Colorado. If the Parties are unable to agree upon a mediator within ten (10) days of deposit of a written notice of demand for mediation by either party, the American Arbitration Association under its Commercial Mediation Procedures in Denver, Colorado shall administer the mediation.

(b) Confidentiality of Mediation. Any mediation arising under this Agreement is to be considered settlement negotiations for the purposes of all state and federal rules protecting disclosures made during such conferences from later discovery or use in evidence at arbitration or trial.

(c) Arbitration. The parties further agree that if they are unable to reach a resolution of any dispute through mediation, any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The arbitrator shall be a retired judge or intellectual property attorney. The arbitration shall be governed by the laws of the State of Colorado. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Judgment upon an arbitration award rendered shall be entered in the highest court having jurisdiction, state or federal. The decision of the arbitration must be sanctioned by a court of law having jurisdiction to be binding upon and enforceable by the parties. The parties stipulate that the District Court for Denver County, Colorado, has jurisdiction over state law causes; and the Federal District Court sitting in Denver, Colorado, has jurisdiction over federal law causes and, by ancillary jurisdiction, over accompanying state law causes.

16. Equitable Relief

Licensee acknowledges and agrees that any breach of its obligations under this Agreement will result in irreparable harm to COMNew Moon Creative, LLCPANY the extent of which would be difficult to ascertain and for which it cannot be reasonably or adequately compensated in damages. Accordingly, Licensee agrees that, in addition to any other remedies to which New Moon Creative, LLC may be entitled, in the event of a breach by Licensee of this Agreement, New Moon Creative, LLC shall be entitled to seek injunctive and/or equitable relief to prevent such breach or threatened breach of any or all of the provisions of this Agreement and to secure enforcement thereof, in addition to any other relief or award to which New Moon Creative, LLC may be entitled.

17. Miscellaneous

(a) Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by certified mail; or (c) sent by overnight or international courier, in each case properly posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, three business days after deposit in the mail as set forth above, or one day after delivery to an overnight air courier service.

(b) Independent Contractor. The parties to this Agreement are independent of each other, and no agency, partnership, joint venture, employee-employer or franchisee- franchisor relationship is intended or created by this Agreement. Neither party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or the power to bind the other party in any respect whatsoever. Licensee’s personnel involved in its business shall at all times be employees, subcontractors or independent contractors of Licensee and not of New Moon Creative, LLC. Licensee shall be solely responsible for payment of all compensation for such personnel and all related taxes and benefits. Licensee agrees to accept exclusive liability for complying with all applicable state, local and federal laws and any and all laws of the country of Licensee’s residence, as applicable, including, without limitation, obligations for payment of taxes. Licensee hereby agrees to indemnify and defend New Moon Creative, LLC against any and all such taxes, payments and obligations, including penalties and interest. NEITHER LICENSEE NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL COMMUNICATE OR TRANSFER TO ANY THIRD PARTY ANY New Moon Creative, LLC EXPRESS OR IMPLIED WARRANTY PROVIDED IN THIS AGREEMENT.

(c) Agreement not Assignable. Neither this Agreement nor any rights under this Agreement may be granted, assigned, delegated, sublicensed or otherwise transferred by Licensee, in whole or in part, whether voluntarily or by operation of law, by way of sale of assets, merger or consolidation, or change of control without the prior written consent of New Moon Creative, LLC, which consent shall not be unreasonably withheld provided all other requirements of this Agreement are met. Any attempted or purported assignment without such required consent shall be void and a material breach of this Agreement. New Moon Creative, LLC may grant, assign or sublicense this Agreement or any of its rights or obligations herein in its sole and absolute discretion. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, successors and assigns.

(d) Waivers. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or any right or remedy to which such party is entitled under law.

(e) Severability. If any term, condition, or provision of this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

(f) Integration. This Agreement (including the Exhibit(s) attached hereto and made a part hereof) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions or conditions. New Moon Creative, LLC may amend this Agreement at any time in its sole discretion.

(g) Public Statements Limitations. Licensee is not entitled to do any of the following:

• (i) Purport to speak on behalf of New Moon Creative, LLC or the New Moon Creative, LLC organization as a whole;
• (iii) Speak to the media on New Moon Creative, LLC behalf without prior, specific, written authorization from New Moon Creative, LLC in each instance, which permission may be granted or withheld by New Moon Creative, LLC in its sole and absolute discretion;
• (iv) Publish any work about New Moon Creative, LLC, the Marks, or the Services or publish any work on behalf of New Moon Creative, LLC without prior, specific, written authorization; and
• (v) Use the Marks or any other New Moon Creative, LLC trademark, trade name, service mark or logo to promote a product, good or service other than as expressly provided in this Agreement.

Training Program Duration

• Six (6) months

Program Elements

• Six (6) learning modules to be released one per month
• Two (2) group coaching calls per month
• Four (4) 1:1 coaching calls

Program Fee

• One (1) payment of $5,555; or
• Three (3) payments of $1852.67 or
• Six (6) payments of $925.84 or
• Nine (9) payments of $616.22 or
• Twelve (12) payments of $462.93 each