FanJolt

Talent Agreement – DRAFT

This Talent Agreement (the “Agreement”) is made as of the date executed by the parties electronically, (the “Effective Date”) by and between FanJolt, LLC, a Georgia limited liability company (the “Company”), and the person executing this Agreement, (the “Talent”). For consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. Term and Termination.

(a) This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect until terminated by either party in accordance with this Section 1.

(b) The Company may terminate this Agreement at any time. The Talent may terminate this Agreement at any time upon fourteen (14) days notice, provided that the Talent has no outstanding Bookings (as defined below) that have not yet been completed.

(c) The parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the parties and any other person, firm or organization or any law or governmental regulation.

2. Talent Services.

(a) During the Term, and subject to the Talent’s agreement to the Company’s Terms of Service (the “TOS”) and Privacy Policy, the Talent shall have the ability to use the Company’s proprietary internet and mobile-app based platform (the “Platform”) to create Listings (as defined in the TOS) and provide other members of the Platform (“Customers”) with Bookings (as defined in the TOS) (Listings and Bookings, together, the “Services”).

(b) The Talent agrees to abide by the TOS at all times. In the event of a discrepancy between this Agreement and the TOS, the terms of the TOS will control.

(c) The Talent shall be compensated for the Services as provided for in the Payment section of Exhibit A.

(d) The Talent shall provide all necessary equipment to perform the Services, including the actual delivery of the Bookings, in a way that is clear, punctual, and easily transmitted to the Customer.

(e) The Company shall not be responsible for federal, state and local taxes derived from the Talent’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to the Talent.

(f) The Talent will elect a charitable organization (the “Charitable Organization”) to receive a portion of the proceeds of Bookings. The Talent represents and warrants that it is familiar with the Charitable Organization, that the Charitable Organization is a 501(c)(3) tax exempt organization (or foreign equivalent), and that the Talent receives no compensation from the Charitable Organization.

(g) Company does not guarantee any tax advantages to the Talent.

(h) Talent has a duty to report inappropriate behavior either by themselves of by a user of the platform within 24 hours of its occurrence by:

i. using the ‘report abuse feature’

ii. emailing review@premierlive.com

3. Independent Contractor Status.

(a) Talent will be engaged solely as an independent contractor of the Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

(b) The Talent may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. The Talent will not hold himself out to have agency over the company and will deny agency if assumed by a third party.

i. For the avoidance of doubt, this Section 3(c) will not prevent the Talent from acting as a referral agent for the company as permitted by Exhibit A or a separate agreement, as applicable.

(c) The Talent will not be entitled to any benefits, including worker’s compensation, retirement, or insurance, that may be afforded to employees of the Company.

4. Confidentiality; Restriction on Competition

(a) Talent may be trusted with sensitive business or personal information. Talent therefore agrees, at all times during and after the term of this Agreement, to hold in confidence and not disclose, misuse, or otherwise distribute any of the Company’s Confidential Information. “Confidential Information” means all information generally not known to the public, whether written, verbal, or visual, related to the Company’s or any Customer’s (i) personally identifiable information or (ii) actual or demonstrably anticipated business, including (without limitation) revenue generation, earnings, financial model, source code, trade secrets, inventions, ideas, marketing and business plans or strategies, product development plans, budgets, financial statements, contracts, lists of suppliers, and information regarding Company employment and human resources. The Talent may disclose Confidential Information as required by process of law, including subpoena or civil investigative demand.

(b) During the term of this Agreement, and for a period of three years following the termination of this Agreement for any reason, Talent shall not, directly or indirectly, without the prior written consent of the Company, own, manage, or provide any service to any company, business, or person which directly or indirectly competes with the Company. The parties acknowledge that the restriction on competition shall not be geographically limited and that this restriction is reasonable due to the global nature of the Company’s business.

5. Ownership and License .

(a) As a result of providing the Services, the Talent may create certain work product, including (without limitation) text, videos, images, photographs, written work, audio recordings, and other content (the “Work Product”). For the avoidance of doubt, anything delivered pursuant to a Booking will be considered a Work Product.

(b) The Talent hereby represents and warrants that it owns or has a legal right to use all Work Product and license all Work Product to the Company.

(c) The Talent shall remain the owner of all Work Product but hereby acknowledges that the Work Product will be considered Member Content under the TOS and grants to the Company the license to the Work Product described in Section 6 of the TOS.

(d) The Talent will not share the Work Product created specifically for any Customer with any other person except with the prior written consent of such Customer.

6. Indemnification.

(a) Each party shall indemnify, defend, and hold harmless the other party, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, any breach of this Agreement or the willful misconduct of the other party.

7. Liability; No Warranties.

(a) EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

(b) THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Miscellaneous.

(a) This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the parties, preceding the date of this Agreement.

(b) This Agreement may be amended only by written agreement duly executed by an authorized representative of each party, which may be provided by email.

(c) If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

(d) This Agreement may be assigned by the Company in the event of a sale, merger, or reorganization of the Company, and after such assignment, assignee shall be held to the terms herein. The Talent may not assign this Agreement under any circumstance.

(e) A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(f) This Agreement shall be governed in all respects by the laws of the State of Georgia. Other than disputes seeking injunctive relief, any dispute arising hereunder, or related to the terms hereof, will be brought exclusively through binding arbitration in the state of Georgia. Such arbitration shall be initiated by the parties within ten (10) days after either party sends written notice (the “Arbitration Notice”) of a demand to arbitrate. The dispute shall be resolved by binding arbitration before the American Arbitration Association (“AAA”) in the State of Georgia. By executing this document electronically, the parties have accepted the terms hereof.

EXHIBIT A: Services and Compensation Founder 100 – Talent

1. Definitions . That certain Talent Agreement, and all defined terms therein, are incorporated by reference in this Exhibit A. In addition, the following terms shall have the below meanings:

(a) Founder 100, Talent: Talent who have been invited by Company to receive an increased revenue due to reduced Company Service Fees

(b) “Direct Talent Revenue” or “DTR”: Revenue generated by the Talent for Bookings.

(c) “Talent B”: A secondary registered Talent who was introduced to the Company and application by Talent as a direct result of communication and/or recruitment by Talent, as determined by the Company.

(d) “Indirect Talent Revenue” or “IDR”: Revenue generated by Talent B provided that Talent B’s participation in the Company’s Platform is a direct result of recruitment by Talent, as determined by the Company.

(e) Go Live: Be logged into the FanJolt application and available for a live interaction with Fan for a minimum of 30 minutes.

(f) App Launch: The date when the FanJolt application is made available to the general public.

2. Compensation

(a) Direct Talent Revenue

i. The Talent may set the gross pricing for its Bookings on its Listings (the “Gross Price”). The Company will deduct the Service Fee from the Gross Price for each Booking as compensation for the Company’s services. The amount remaining after such deduction (“Talent Net Revenue”) will be paid to the Talent and any Charitable Organization selected by the Talent in the ratios selected by the Talent on the platform. The amount paid to the Charitable Organization will be paid directly by the Company to the Charitable Organization.

(b) Indirect Talent Revenue

i. Talent will receive 5% of Talent Net Revenue generated by Talent B

1. In the event of a dispute between parties as to who was responsible for recruiting Talent B, Company will seek information from all parties involved or who make a claim and make a final decision. The Company’s decision will be final.

(c) The Company may, but is not obligated to, refund or credit Customers in the event of a dispute. In the event of a chargeback, refund, or credit related to a Booking, the Company will deduct the amount of such chargeback, refund, or credit from future amounts payable to the Talent and reserved the right to seek recompense from the Talent directly should future amount payable not cover the amount Company seeks to recover

(d) Subject to the Founder 100 Talent meeting the requirements outlined below, for 12 months from the date the app is live to the general public, the Service Fee will be 10%:

i. Before the App Launch, and upon request from Company, post on your social media channels, a minimum of once a month at the request of Company, your promotional video for FanJolt, AND

ii. After App Launch, Talent to Go Live once a week , AND

iii. Should these requirements not be met Company reserves the right to

increase Booking Fee to the standard Service Fee fee.

(e) The standard Service Fee is 25%

(f) Talent will bear responsibility for all costs of performing the Services.

3. Payment

(a) Talent will be paid once per month for all amounts earned during the previous month.