Brand License Agreement

This brand license agreement is between the organization who agrees to and signs-up (the "Licensor" and/or “Sponsee”) and SponsorSociety.com by KleinHaus, LLC, a(n) Kentucky Limited Liability Company and its Brands and Affiliates (collectively, the "Licensee" or “Company”).

The Licensor (i) has created or (ii) owns brand assets and service marks listed on Schedule 1 (collectively, the "Marks").

The Licensee is engaged in Software, Sponsorship, Marketing, and Advertisement (the "Licensee Business").

The Licensee wants to use the Marks in connection with the Licensee Business and to produce the licensed products and services listed on Schedule 2 (collectively, the "Licensed Products or Services"); and The Licensor is willing to permit the Licensee to use the Marks in connection with the Licensee Business for the mutual benefit of the parties.

The parties, therefore, agree as follows:

1. GRANT OF LICENSE.

(a) License. The Licensor hereby grants to the Licensee a nonexclusive, worldwide, transferable, sublicensable, revocable license to use the Marks, solely in connection with the Licensee Licensed Products or Services.

(b) Unrelated Use. The Licensee may use a Mark in connection with a business unrelated to the Licensed Products or Services with the prior written approval of the Licensor, or in the promotion to sell Licensed Products or Services, or in the promotion of Sponsors or the Licensee or its Brands.

(c) No Use of Other Trademarks. The Licensee has no right or license to use any brand asset, service mark, or trade name of the Licensor that is not listed on Schedule 1.

(d) Licensor's Use of Marks. The Licensor reserves the right to use, and to license other parties to use, the Licensed Marks throughout the world for any purpose.

2. NO ASSIGNMENT OR TRANSFER.

The Licensee hereby acknowledges and agrees that the rights granted to the Licensee by and obtained by the Licensee as a result of or in connection with this agreement are license rights only, and that nothing contained in this agreement constitutes an assignment of the Licensor's rights in the Marks.

3. TERM AND TERMINATION.

(a) Term. This agreement will become effective as described in section 22. Unless it is terminated earlier in accordance with subsection (b), this agreement will end one year after the Sponsorship Package Campaign has ended (the "Initial Term"). The Licensor may grant the Licensee an option (the "Option") to extend the Initial Term for an additional period of 1 year(s) (the "Extension Term") if the Licensee: (i) provides the Licensor with at least 7 days' notice of its intention to exercise the Option and (ii) pays the Licensor an agreed on amount for the Extension Term with its notice of the exercise of the Option. The Initial Term and the Extension Term are collectively referred to in this agreement as the "Term."

(b) Termination. This agreement may be terminated:

(i) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 30 days of receipt of written notice of the breach;

(ii) By the Licensor at any time and without prior notice, if:

A. the Licensee attempts to assign, sublicense, transfer, or otherwise convey, without obtaining the Licensor's prior written consent, any of the rights granted to the Licensee by or in connection with this agreement;

B. the Licensee fails to obtain the Licensor's approval of the Licensee's use of the Marks in accordance with section 6 below;

C. the Licensee discontinues the manufacture and sale of the Licensed Products or Services for a period of 2 consecutive months after the effective date described in section 22;

D. the Licensee uses the Marks in a manner that violates, or is otherwise inconsistent with, the restrictions imposed by section 7 below; or

E. the Licensee uses the Marks in a manner not expressly permitted by this agreement.

(c) Effect of Termination. On termination of this agreement, all rights granted under it, including the Licensee's right to use the Marks, will end and the Licensee shall promptly discontinue all use of the Marks or similar trade names containing the Licensor's name and stop further use of the Marks in advertising, commercial registers, directories, Internet and websites, telephone listings, and all similar listings for the purpose of selling Sponsorship Packages. The Marks may still be used for the promotion and validation of the Company.

4. CONSIDERATION.

(a) License Issue Fee. i) After the collection of all Sponsorship Package Campaign sales, the Licensee will pay the Licensor a nonrefundable amount of up to 60%, and no less than 50%, of the gross income within 30 days, and ii) pay the Licensor 25% of the net profits from merchandise sales (collectively, the "License Issue Fee"). License Issue Fees from merchandise sales will be paid monthly, or within 30 days after a pre-sale campaign has ended.

(b) Product Royalty. The Licensee shall pay the Licensor with a Sponsorship Kit as agreed to through written consent (the "Product Royalty") after the design and quantity are agreed on by both parties and all the Sponsorship Package sales have closed. The Sponsorship Kit will always be in the form of custom-designed Licensee-Mark merchandise for the Licensee.

(c) The Licensor must provide the Licensee a completed and correctly entered W9 form in order to be paid. At the end of the year, the Licensee will provide the Licensor a 1099 form for tax purposes.

5. MAINTENANCE OF RECORDS AND AUDIT RIGHTS.

(a) Books and Records. The Licensee shall keep accurate books of account and records covering all transactions relating to this agreement. The Licensee will permit the Licensor and its nominees, employees, accountants, agents, and representatives to (i) have reasonable access to inspect those books and records during normal business hours on reasonable notice, and (ii) to examine those books and records. The Licensee shall maintain these books and records in good order and condition for a period of 1 year after the termination of this agreement or, if there is a dispute between the parties, until that dispute is resolved, whichever is latest. Receipt or acceptance by the Licensor of any sums paid by the Licensee will not preclude the Licensor from exercising its rights under this agreement.

(b) Underpayment of Royalties. If an inspection or examination referred to in subsection 5(a) above discloses, or a party otherwise discovers, an underpayment of royalties or other fees, the Licensee shall pay to the Licensor the amount of that underpayment (plus interest on it from the date of underpayment to and including the date of payment in full at 2% not more than 90 days after its discovery.

(c) Overpayment of Royalties. If an inspection or examination referred to in subsection 5(a) above discloses, or a party otherwise discovers, an overpayment of royalties or other fees, the amount of that overpayment will be credited against future payments owed by the Licensee. If the period for which the overpayment was made is the final period covered by this agreement, the Licensor shall pay the overpayment amount to the Licensee within 90 days after its discovery.

6. OWNERSHIP AND USE OF MARKS.

(a) Ownership of Marks. The Licensee acknowledges that the Licensor is the owner of the Marks and all rights in those and that nothing in this agreement gives the Licensee an interest in the Marks, except under the license granted by this agreement. The Licensee further acknowledges that the rights granted to the Licensee by this agreement are license rights only, and nothing contained in this agreement constitutes an assignment of the Licensor's rights in the Marks.

(b) Limitation on Licensee's Actions. The Licensee may not do anything inconsistent with the Licensor's ownership of the Marks, and may not claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with regards to that ownership. The Licensee may not challenge the Licensor's title to the Marks, oppose any registration or re-registrations of the Marks, or challenge the validity of this agreement or the licenses granted in this agreement. Furthermore, the Licensee may not register or attempt to register any trade name or trademark that, in whole or in part, incorporates or is confusingly similar to the Marks without direct written consent by the Licensor.

(c) Assistance in Protecting Goodwill. The Licensee's use of the Marks inures to the benefit of the Licensor and the Licensee shall cooperate fully with the Licensor to secure and maintain the goodwill of the Licensor in the Marks. To that end, the Licensee may not misuse the Marks, take any action that would bring the Marks into public disrepute, use the Marks, or any mark or name confusingly similar to them, in its corporate or trade name, or take any action that would tend to destroy or diminish the goodwill in the Marks.

(d) Notification of Infringement. The Licensee shall promptly notify the Licensor of:

(i) any claim, demand, or cause of action based on or arising from any third-party unauthorized use of the Marks or any confusingly similar marks;

(ii) any infringement or instance of unfair competition of which the Licensee may become aware involving any of the Marks; or

(iii) any challenge to the Licensee's use of any of the Marks.

However, the Licensee may not institute any proceedings for infringement of the Marks without the prior written approval of the Licensor.

7. QUALITY STANDARDS.

(a) Established Standards. The nature and quality of all products sampled, sold, or otherwise disposed of by the Licensee and covered by the Marks will conform to the standards established by and under the control of the Licensor (collectively, the "Quality Standards"). The Quality Standards will be reasonable, no greater than the quality standards imposed by the Licensee's customers generally, and at least equal in quality to the products (in the aggregate) sold by the Licensee before the effective date described in section 22.

(b) Review of Associated Products. At the Licensor's reasonable request, the Licensee shall provide samples to the Licensor of all products sampled, sold, or otherwise disposed of by the Licensee that include the Marks. Alternatively, the Licensor may request that the Licensee ensure that those products conform to the Quality Standards. To this end, the Licensee shall permit reasonable design input. Any design input conducted by the Licensor to ensure that the Quality Standards have been satisfied will be at the expense of the Licensor.

(c) Representative Samples Required. On the Licensor's request and without charge to the Licensor, the Licensee shall deliver to the Licensor representative samples of labels, containers, advertisements, catalogs, letterhead, and the like, containing the Marks to enable the Licensor to ensure that those Marks are used only in a manner set forth on Schedule 1 (only in digital form for pre-sale items).

(d) Other Specifications. The Licensor may impose on the Licensee, as necessary, other specifications or requirements not provided for under this section to maintain control over the Licensee Business to ensure the requisite Quality Standards with respect to products manufactured by the Licensee that include the Marks.

8. MARKING ON PRODUCTS.

(a) Designation that Marks are Licensed. The Licensee shall designate the Licensed Products or Services in the manner specified by the Licensor in writing, to indicate the rights of the Licensor in the Marks, including the registration status of the Marks, and that those products or services are manufactured under license.

(b) Format and Appearance. The Licensor retains the right to specify, from time to time, the format in which the Licensee may use and display the Marks, and the Licensee shall use or display the Marks only in formats approved by the Licensor. The Licensee may not use any colorable imitation of the Marks, or any variant form (including variant design forms, logos, colors, or type styles) of the Marks not specifically approved by the Licensor.

9. LICENSOR'S REPRESENTATIONS.

The Licensor hereby represents to the Licensee that it:

(a) is the exclusive licensor of interest in the Marks;

(b) has not assigned or transferred the Marks or agreed to do so without written consent;

(c) has full power and authority to enter into this agreement and to make the grant of license provided in section 1;

(d) is not aware of any violation, infringement, or misappropriation of any third party's rights (or any claim thereof) by the Marks;

(e) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement;

(f) was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to the Marks listed in Schedule 1 and purportedly licensed in section 1.

The Licensor shall immediately notify the Licensee in writing if any facts or circumstances arise that would make any of the representations in this agreement inaccurate.

10. LICENSEE'S REPRESENTATIONS.

The Licensee hereby represents to the Licensor that it:

(a) has full power and authority to enter into this agreement; and

(b) has sufficient resources to complete the transaction contemplated by this agreement and the authority to commit those resources for the purposes of this transaction.

The Licensee shall immediately notify the Licensor in writing if any facts or circumstances arise that would make any of the representations in this agreement inaccurate.

11. DOCUMENTATION.

(a) Recordation of Agreement. As soon as is reasonably possible following a request from the Licensee, the Licensor shall provide the Licensor with a complete copy of all documentation (in any format) relating to the Marks for the Licensee's own use, to meet record-keeping requirements of the Licensee, or to allow the Licensee to exercise its rights granted under this agreement. The Licensor shall also, on request:

(i) execute and deliver to the Licensee any additional papers, including any separate licenses of the Marks, reasonably necessary to record the license in the United States and throughout the world; and

(ii) generally do all other lawful acts reasonable and necessary to record the agreement in the United States and throughout the world.

(b) Licensee Assistance in Maintaining Marks. On request, the Licensee shall provide the Licensor or its authorized representatives with information about its use of the Marks which the Licensor may reasonably require and will render any (nonmonetary) assistance reasonably required by the Licensor to maintain the applications, registrations, and common law rights of the Marks.

12. INDEMNIFICATION.

The Licensor shall indemnify the Licensee against:

(a) any claim by a third party that any of the Marks or their use or reproduction infringes or

misappropriates any trademark, trade secret, brand asset, or other intellectual property;

(b) any claim by a third party that this agreement conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Licensor is a party or of which it has knowledge;

(c) any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of any of the Marks by the Licensor; and

(d) any litigation, arbitration, judgment, award, attorneys' fees, liability, settlement, damage, loss, and expense relating to (a), (b), or (c) above.

13. NO AGENCY RELATIONSHIP.

This agreement creates a licensor-licensee relationship between the parties. Nothing in this agreement may be construed to establish a joint venture, agency, or partnership relationship between the parties.

14. ASSIGNMENT AND DELEGATION.

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) No Delegation. Neither party may delegate any of its rights under this agreement, except with the prior written consent of the other party.

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

15. GOVERNING LAW.

(a) Choice of Law. The laws of the state of Kentucky govern this agreement (without giving effect to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Kenton County, Kentucky.

16. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by both parties or an authorized representative.

17. NOTICE.

Any notice or other communication provided for in or given under this agreement to a party will be in writing and given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective parties as follows:

If to the Licensor:

Contact through the digitally recorded manner.

If to the Licensee:

legal@sponsorsociety.com

18. SEVERABILITY.

If any provision contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

19. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

20. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties for the Licensee to broker sales of Sponsorship Packages (the Licensed Products and Services) and to bind the Licensor to Sponsorship Agreements with Sponsors digitally, automatically, and when purchased by a Sponsor. Terms of the Sponsorship Agreements are pre-determined and agreed to before agreeing to this Brand License Agreement by the Licensor. The Licensor will carry out the duties and responsibilities of each Sponsorship Agreement presented in each Sponsorship Package, and purchased by each Sponsor, to the fullest extent. When fair and reasonable exceptions or difficulties arise in fulfilling these Sponsorship Agreement terms, the Licensee must alert the Sponsor and the Licensee as soon as possible. Failure to do so will result in a breach of contract and the Licensor may be liable for full reimbursement of the Sponsorship Package sale amount. The Licensee will assist in mitigating, fixing, or contributing to the fulfillment of the Sponsorship Agreement when applicable and reasonable.

21. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

22. EFFECTIVENESS.

This agreement will become effective when the Licensor digitally agrees and signs. The date this agreement is digitally agreed to, and signs, will be deemed the date of this agreement.

23. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

[SIGNATURE PAGE FOLLOWS]

Licensor:

____________________________

____________________________

Licensee:

Date: 01/15/2023

KleinHaus, LLC

SCHEDULE 1

LIST OF TRADEMARKS, BRAND ASSETS, AND SERVICE MARKS

1. Logos (all variants)

2. Colors (all variants)

3. Images (including and not limited to: website, graphics, icons, social media)

4. Information (including: branding, language, history, officers, former members

5. Digital Information (including: website, links, and social media links)

SCHEDULE 2

LICENSED PRODUCTS AND SERVICES

1. For use on digital assets:

a. Websites

b. Social Media

c. Marketing Campaigns (SMS, Email, Videos)

d. Advertisements

e. Videos

f. Sponsor websites, social media, advertisements, and promotional material

g. Licensee websites, social media, advertisements, and promotional material

h. Licensee sales and marketing training materials, advertisements, and promotional materials

2. For use on physical assets:

a. Merchandise

b. Selling materials

c. Signage

d. Training materials

e. Marketing materials

3. Sponsorship Packages

a. Title

b. Secondary

c. Tertiary

d. Quaternary