THIS MPROOV PROMOTER AGREEMENT (this “Agreement”) is made by and between Mproov Corporation, a Delaware corporation (“Company”), and the party signing up for MprooV’s Promoter Program (“Promoter” or “you”).

RECITALS:

WHEREAS, Company has a mobile application that hosts schools on various topics and Promoter desires to promote one or more schools on Company’s application, subject to the terms and conditions contained herein. Capitalized terms used but not defined herein have the definitions given in Exhibit A to this Agreement and in the Promotion Guidelines and Terms and Conditions (as such terms are defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1. Influencer Program Documents.

Any social media posts (“Posts”) or other promotions by you would be considered “influencer” activities and are regulated by the FTC. You agree to comply with Company’s Promotion Guidelines located at https://www.mproovapp.com/promotion-guidelines, as such Promotion Guidelines may be updated from time to time by Company (“Promotion Guidelines”).

2. Services.

Promoter shall provide the following services (collectively, the “Services”):
Promoter shall promote (“Promotion”) the School through one or more of the various means available to them, including social media (e.g. YouTube, Instagram, Twitter, Facebook, TikTok), shows, emails, newsletters, podcasts, live chats, etc.

3. Promoter Compensation;

Timing. Company will pay Promoter the amounts and in the timeframes set forth in Exhibit B.

4. Term and Termination.

1. Term. This Agreement will be effective as of the earlier of the date that Promoter started promoting the School and the date you agreed to be part of Company’s Promoter Program (“Effective Date) and, unless terminated as provided below, will continue for a period of one year from the date of your countersignature below (“Initial Term”). Following the Initial Term, this Agreement will automatically renew on a month-to-month basis, unless either party provides notice prior to the end of the existing term of their desire to terminate the Agreement (the Initial Term as may be extended, is the “Term”). Either party may terminate this Agreement at any time, for any reason (or no reason) upon providing 24 hours written notice to the other party. Company may consider a breach of any provision of the Promotion Guidelines as a material non-curable breach and terminate immediately.
2. Termination for Morals Violations. Company shall have the right to immediately terminate this Agreement at any time if Promoter: (i) commits any act or does or says anything which might tend to bring Promoter into public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably on Company and/or the App and/or its Users or partners, or which might tend to injure the marketability, reputation, goodwill and/or success of Promoter, Company or the App; and/or (ii) commits, or is accused of committing, a crime or offense as determined by Company in its sole discretion.
3. Effect of Expiration or Termination. Within 45 days following the expiration or termination of this Agreement, Company shall pay Promoter for all past due amounts earned under this Agreement. The definitions contained in this Agreement, the rights and obligations contained in Sections 1, 5, 6 and 7 of this Agreement, and the Terms and Conditions and the Promotion Guidelines, will survive any termination or expiration of this Agreement.

5. Terms and Conditions.

This Agreement is subject to the Promoter Terms and Conditions located at https://www.mproovapp.com/promotion-tandc, which are incorporated into this Agreement, which may be updated from time to time by Company (“Terms and Conditions”).

6. Entire Agreement.

This Agreement (including the Exhibits attached hereto, the Promotion Guidelines and the Terms and Conditions) contains the entire agreement of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, covenants or undertakings, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Except for the Promotion Guidelines and Terms and Conditions which may be updated by Company as provided for above, this Agreement may not be changed except by a writing executed by the parties.

7. Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts by emailed pdf, or similar form, each of which shall be an original, and all of which when taken together shall constitute one and the same agreement. Additionally, the parties consent to the use of electronic signatures and agree that electronic signatures appearing on this Agreement are the same as handwritten signatures for all purposes.

Exhibit A: Definitions

1. “Platform” means any and all technology platforms that now or in the future run the Company’s businesses, including the App and any Promoter tools and marketing and promotional tools.
2. “App” means Company’s mobile application currently under the name MprooV, including all updates and improvements to such application over time.
3. “Website” means any and all websites now or in the future owned or operated by Company, including mproovapp.com and mproov.me..
4. “User” means a human user of the App.
5. “Promoter User” means any User that is identified by Company as originating from Promoter from a Tracking Code properly used by Promoter.
6. “School” means a school on the App on the topic of tennis, chess or pickleball or such other schools that Company designates.
7. “Tracking Codes” means the unique links provided by Company to Promoter, designed to be able to track the origin of the Users downloading the App to Promoter or to a specific campaign by Promoter.
8. “Paid User” means for any particular month, a Promoter User for which Company has received a monthly or yearly subscription payment for such Promoter User to be enrolled in the School from the initial month that the Promoter User becomes a paying User until the Promoter User terminates their subscription or otherwise ceases to be a paying User, which such payment has not been refunded or otherwise returned. Notwithstanding anything else contained herein to the contrary, the definition of Paid User shall not include any Promoter Users that are free subscribers or who are subscribing under a promotional campaign (which for purposes of this Agreement shall be any Promoter Users in which Company has received less than $3 for the month for a monthly subscription to the School or less than $18 a year for a yearly subscription to the School).

Exhibit B: Payment

a. Royalties

• i. Royalty Rate. During each calendar month during the Term, Company shall owe Promoter a royalty of one dollar ($1.00) per Paid User for such month for all Paid Users who have paid a monthly subscription fee that month and six dollars ($6.00) per Paid User for all Paid Users who have paid a yearly subscription fee (“Royalty”), as such amounts shall be paid out pursuant to the below.
• ii. Payments. Company shall pay Promoter the Royalty within 45 days following the month in which Company receives payment for such Paid Users. If a Paid User purchases a yearly subscription, then the User shall be considered a Paid User for the entire year and Company may prorate the payment over the time frame of the paid subscription. For example, if a Paid User buys a yearly subscription on November 3 of year 1, then Company may pay Promoter 50 cents for each month from November of year 1 until October of year 2 (assuming that the Paid User does not terminate during the year period).
• iii. Refunds/Promotions. To the extent that Company refunds or returns any payment for Paid Users where Promoter already received one or more Royalty Payments for such Paid Users, then Company can choose to have Promoter return such funds to Company within 30 days’ notice from Company, or Company may offset such amounts on a dollar-for-dollar basis against future Royalty Payments.
• iv. Cash Payments. All payments shall be made in US Dollars.

b. Requirements for receiving payments.

Company shall have no obligation to make any payments to Promoter until Promoter has delivered (and Company has been able to confirm) Promoters physical address, wire instructions, completed tax forms (e.g. W9 or W8s) and such other information and documentation that Company or Company’s legal counsel may require.