LICENSE AGREEMENT

THIS AGREEMENT, dated this __ day of _____, 2023 (“Effective Date”), is by and between Swol Technologies, Inc. (“Swol”) and __________________ (“Licensee”) (together, the “Parties”).

RECITALS

A. Swol has developed a digital fitness platform embodying the features described on Exhibit A hereto (the “Platform”).

B. Licensee wishes to make use of the Platform in its fitness offerings to its customers, and Swol wishes to provide the Platform to Licensee pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the premises, the Parties agree as follows:

AGREEMENT

1. License. Swol hereby grants and Licensee hereby accepts upon the terms and conditions

hereinafter set forth:

(a) A non-exclusive and non-transferable license (“License”) to use the Platform to host a digital fitness business. For the consideration recited herein, Swol agrees to provide a white-labeled version of the Platform to host Licensee’s digital fitness business, including community feed/channels to interact and engage with customers, video content support, and community calendar features. Notwithstanding the foregoing, Swol retains full rights to use and license the Platform simultaneous with the License granted to Licensee under this Agreement.

(b) Nothing in this Agreement shall be construed as making either party a partner, joint venturer, agent, employer, or employee of the other. Neither party shall have the authority to make statements, representations, or commitments of any kind on behalf of the other party, or to take any action that shall be binding on the other. Licensee shall not use the name “Swol” or “Swol Technologies” in any of its printed, digital or materials without the express written consent of Swol, except as required by law or as a license reference (“powered by Swol”).

(c) Licensee shall cause, and shall cause its officers, directors, employees, agents, and other representatives, to hold in confidence and not disclose to any third parties for any reason whatsoever the trade secrets of Swol and shall take all action as may be reasonably

necessary to maintain such confidentiality.

2. Term and Termination. The term of this License shall be [two (2) years], starting on the Effective Date. Notwithstanding the foregoing, Licensee shall have the right to terminate this Agreement upon thirty (30) days’ written notice. Upon termination or non-renewal of this Agreement, Swol reserves the right to remove all users subscribed to the Licensee’s business and remove all of Licensee’s content, data, and channel history hosted on the Platform.

3. Intellectual Property Ownership. Licensee acknowledges that Swol owns and will retain all right, title, and interest in and to the licensed property and associated intellectual property, subject to the license granted in Section 1. Swol has the sole right, in its discretion to file, prosecute, and maintain all applications, registrations, and patents relating to the licensed property. Licensee shall provide, at the request of Swol and at Licensee’s expense, all necessary assistance with such filing, maintenance, and prosecution.

The Licensee also agrees that all confidential information of Swol including, but not limited to, trade secrets, techniques, algorithms, and processes contained in Swol’s Platform (and any modifications, derivations, improvements, enhancements, upgrades, updates or other changes to such rights or items) constitute confidential information and trade secrets of Swol, and will not be disclosed to any third parties, will not be used to the competitive disadvantage of Swol, and will be safeguarded by the Licensee.

4. Fees. In consideration of Swol’s granting of the License to Licensee, Licensee agrees to pay Swol a fee (“License Fee”) in an amount equal to ten percent (10%) of Licensee’s Gross Revenue (as hereinafter defined) directly or indirectly from or arising out of Licensee’s use of the License or the operation of Licensee’s digital fitness business. As used herein, “Gross Revenue” shall mean the total revenues derived by Licensee, after deducting any applicable 3rd-party payment processing fees incurred by Swol on behalf of Licensee, from Licensee’s use of the License or the operation of Licensee’s digital fitness business, whether such revenues are in cash, check, credit, or otherwise, and without reserve or deduction for inability or failure to collect the same. Licensee shall pay Swol the License Fee in monthly installments, with the License Fee generated through the prior month being paid to Swol on the first business day of the month (or, if a holiday, the next business day). If any installment of License Fees as described herein, shall not be paid when due, then Licensee shall be assessed a late fee (“Late Fee”) equal to the greater of One Hundred Dollars ($100) or five percent (5%) of the unpaid and outstanding balance of the License Fee. Interest on the Late Fee and unpaid amounts shall accrue at the lesser rate of twelve (12%) per annum or the highest rate permitted by law. Swol retains the right to increase the License Fee upon integration of new Platform features.

5. Pricing of Customer Access. Licensee agrees to set a minimum subscription price for Licensee’s customers of $4.99 per month or $54.89 per year to access the base-tier License. Licensee further agrees to set a minimum subscription price of $12.99 a month or $142.89 per year for any full access tier License. Licensee may set subscription prices that exceed the stated minimum. Licensee also retains the right to configure access to content in order to offer customers access to additional tiers.

6. Future Product and Pricing. [As Swol develops additional product features, the Parties contemplate entering into discussions regarding the availability of such features and product pricing.]

7. Data Ownership. Licensee acknowledges that, as between Licensee and Swol, Swol owns all right, title, and interest, including all intellectual property rights, in and to the activity data generated on the Platform (“Data”). Licensee further acknowledges that: (a) the Data constitute an original compilation protected by United States copyright laws; (b) Swol has dedicated substantial resources developing the Platform, in part, to collect, manage, and compile the Data; and (c) the Data constitute trade secrets of Swol.

8. Non-circumvention. Licensee shall not, directly or indirectly, except in collaboration with or with the prior express written consent of Swol, sublicense the License or any intellectual property associated therewith or constituting the part thereof, enter into any business relationship with, or derive revenue from, any party with which Swol has a business relationship, or otherwise use the licensed product to solicit potential customers of Swol. Licensee agrees and acknowledges that the Platform constitutes unique intellectual property of Swol and that except for the License Licensee would not have conceptualized the functionality embodied in the Platform, and Licensee therefore agrees not to engage in any business related to or competitive with that of Swol.

9. Indemnification. You agree and acknowledge that Swol, through this License, is solely providing a white-labeled product for your use in connection with your digital fitness business. You therefore agree to indemnify, defend, and hold harmless Swol from and against and claims, damages, judgments, suits, fees, and costs arising out of or in connection with your use of, and your customers’ us of, the Platform, any Swol product or service, and any service, product, advice, exercise program or prescription you, or any of your instructors, affiliates, agents, employees or contractors may provide. This indemnification shall extend to Swol, and its employees, directors, officers, affiliates, contractors and agents.

10. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF WASHINGTON OR, AS APPLICABLE, UNITED STATES FEDERAL LAW, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULES WHICH MAY DIRECT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. The prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees incurred in connection with any action or proceeding between Swol and Licensee arising out of or related to this Agreement.

11. Waiver. The waiver by any party of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of a party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party.

12. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the parties at the respective address listed below or such other address as a party shall have specified in a written notice actually received by the other party.

If to Swol: Swol Technologies, Inc.
4557 50th Avenue SW
Seattle, WA 98116

Attention: John Thompson

If to Licensee: ____________________

Attention:

13. Entire Agreement. This Agreement and Exhibit A hereto constitute the full understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions hereof or thereof shall be binding unless made in writing and signed by the parties.

14. Headings. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.

15. Severability and Modification. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected. In the event that any provision of this Agreement becomes, or is declared by a court of competent jurisdiction to be, illegal, unenforceable or void, such provision will be modified to render it enforceable to the fullest extent permitted by law.

16. Assignment. No party to this Agreement may assign its rights or obligations hereunder without the prior written consent of each other party; provided, however, that each party may assign its rights and obligations hereunder without the prior written consent of the other party in connection with the sale of all or substantially all of the business or assets of the assigning party.

17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

18. Counterparts. This Agreement may be executed in any number of counterparts, which may be delivered by electronic transmission (including without limitation delivery facsimile copies of signatures via email in PDF or similar readily accessible format), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Force Majeure. Failure of either party to perform its obligations under this Agreement shall be excused and shall not subject such party to any liability to the other party if such failure is caused by any cause beyond the reasonable control of such nonperforming party, including acts of God, pandemic, fire, explosion, flood, draught, war, riot, sabotage, embargo, strikes or other labor trouble, compliance with any order or regulation of any government entity acting with color of right, or public pronouncement of the United States or any agency thereof or of any foreign government or any agency thereof (each, a “Force Majeure Event”). Either party claiming inability to perform or delay in performance due to any Force Majeure Event shall promptly notify the other party of such inability and of the period for which such inability is anticipated to continue, and shall have the obligation to use reasonable efforts under the circumstances to attempt to cure such Force Majeure Event as promptly as possible.

20. Expenses. Each party shall pay its own costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names by their properly and duly authorized officers or representatives as of the date first above written.

SWOL TECHNOLOGIES, INC.

By:_____________________
Name: John Thompson
Title: President & CEO

_________________________________

By:_____________________
Name:
Title

Exhibit A

The Platform

Beta Platform Functionality

  • Hosted at https://www.swoltechnologies.app/

  • A Directory page card dedicated to your business.

    • Includes a cover photo and school description.

  • Private instance of the swōl platform for your business hosted at https://www.swoltechnologies.app/<business_name>

  • A self-service user subscription workflow for users to select and pay for a subscription to your business’s swōl platform instance.

  • A digital community
    º Hosted at https://www.swoltechnologies.app/<business_name>/community
     º Reachable within your swōl platform instance via the applications left-side navigation menu.
    º All subscribed users can create posts and comment on posts.
    º Supported post types:
    ◊ Text
    ◊ Images with or without additional text
    • 15Mb max file size
    ◊ Videos with or without additional text
    • 50Mb max file size
    ◊ Links with or without additional text

  • Digital classes page
    º Hosted at https://www.swoltechnologies.app/<business_name>/classes
     º Reachable within your swōl platform instance via the applications left-side navigation menu.
    º Page for subscribed users to view your on-demand content.
    ◊ Only content accessible by a user’s subscription tier is visible and accessible to the user.
    º The page consists of a series of curricula organized in rows of video thumbnails. Each thumbnail represents an individual course video.
    º Curricula can be configured to only be available to select user subscription tiers.

  • Provide a managed service for managing course videos and curriculums.
    º Includes:
    ◊ Uploading videos and thumbnails for course videos
    ◊ Setting course video descriptions
    ◊ Configuring which videos are in which curriculum.
    ◊ Configuring which curriculum is accessible by a given user tier.
    ◊ Creating and deleting curricula
    ◊ Setting curricula and video display order

  • Provided as a managed service:
    º Create and configure user subscription tiers.
    º Configure access controls based on subscription tiers.
    º Community moderation – banning users and deleting posts at the business’s request.
    º Setting up a business owner account
    º Setting up staff/admin accounts

As we progress through the beta, the items above that are listed as “managed service” will become self-serve features within the business’s swōl platform instance.

In addition to the above functionality, we are developing a “scheduled live class/event” feature-set. Once completed, access to this feature-set will require the full-access license tier.