Terms And Conditions

Pure Movement L.L.C. (“Pure Movement” or “we”) thank you for your interest in the BarSculpt® Instructor Training Program “Program”). We will review
your application and contact you to confirm your acceptance into the Program. By completing this application and enrolling in our Program, you are agreeing
to the following terms and conditions. PLEASE REVIEW THESE TERMS CAREFULLY AND DO NOT CLICK THE “SUBMIT” BUTTON (for online applications)
AND/OR OTHERWISE SUBMIT THE APPLICATION UNLESS YOU AGREE TO THESE TERMS AND CONDITIONS. As used below, (a) “Agreement” means your
application and these Terms and Conditions; (b) “Effective Date” means the date Licensee submit this Agreement to Pure Movement (c) “you” means the
person submitting this Agreement; (d) “BarSculpt Program” means Pure Movement’s barre-based fitness and exercise program that is marketed under
the BarSculpt® trademark, together with all related methods, techniques, routines and all manuals and other materials that describe and/or are used in
association therewith; and (e) “Trademarks” means the term “BarSculpt” and all logos, designs, slogans, colors, product designs, trade dress and other
trademarks that may be approved by Pure Movement, in advance and in writing, for use pursuant to this Agreement.

1. License and Ownership of BarSculpt Program and Trademarks. If you
successfully complete the Program, you will receive a Letter of Completion.
Upon your receipt of the Letter of Completion, and for a period of one
year thereafter (the “Term”), subject your adherence to this Agreement,
Pure Movement hereby grants to you a non-exclusive, non-transferable,
non-sublicenseable and royalty-free right and license to promote Licensee
as a certified BarSculpt Trainer. All uses of the Trademarks shall be in
compliance with Pure Movement’s current trademark usage guidelines as
such may be communicated to you. Pure Movement is the exclusive owner
of the BarSculpt Program, the Trademarks and all intellectual property
and other rights. You have no rights in and to the BarSculpt Program or
Trademarks other than the limited license rights provided pursuant to this
Agreement. The license rights granted pursuant to this Agreement may not
be sublicensed, assigned or otherwise transferred without Pure Movement’s
prior written consent. Licensee will use the Trademarks in a manner
that maintains and promotes the Trademarks’ goodwill and reputation,
and will refrain from taking any action that is reasonably likely to impair
or damage the reputation or the goodwill of the Trademarks. Licensee
agrees to, at Pure Movement’s expense, execute any and all instruments
and documents, render such assistance, and do such acts and things as
may be, in the reasonable opinion of Pure Movement’s counsel, necessary
or advisable to protect and maintain Pure Movement’s interests in the
Trademarks. Should Pure Movement elect to modify or discontinue use of
any of the Trademarks, Licensee will, modify or discontinue use of any such
Trademarks as requested by Pure Movement.

2. Merchandising. If approved by Pure Movement in writing, you may offer
for sale Pure Movement supplied BarSculpt merchandising and products.
You may not otherwise produce any or sell merchandise bearing the
Trademarks. If authorized, you may only distribute merchandise to your
students directly. All other sales channels for such items, including, but not
limited to, Internet-based sales, will be controlled by Pure Movement.

3. Confidentiality; Non-Compete. Pure Movement may disclose Confidential
Information to Licensee. During the Term of this Agreement and at all
times thereafter, Licensee will not: (a) use the Confidential Information in
any manner other than as is expressly provided for in this Agreement; (b)
disclose any Confidential Information to any third party (and will maintain
the absolute confidentiality of the Confidential Information using safeguards
that are at least as stringent as Licensee uses to protect its own confidential
information); or (c) make unauthorized copies of any portion of the
Confidential Information disclosed in written or other tangible
form. “Confidential Information” means any information not generally
known to the public, whether or not in written or tangible form and
regardless of the media (if any) on which it is stored, relating to Pure
Movement or its affiliates, including, without limitation, the BarSculpt
Program (including, without limitation, all related manuals and materials),
Pure Movement’s methods and techniques of operation, current or
anticipated product or service offerings, intellectual property, ideas,
research and development, know-how, customer and supplier information,
financial information, pricing and cost information, and business and
marketing plans and proposals. All feedback, ideas, concepts, techniques,
data, trademarks, work product or materials concerning the Trademarks,
Pure Movement’s business and and/or the BarSculpt Program
(collectively, “Feedback”), including, without limitation, Feedback provided
to Licensee by its customers or Feedback created by or for Licensee by its
owners, employees or contractors, will be promptly disclosed to Pure
Movement and is hereby deemed the exclusive property of Pure Movement.
Licensee will not receive any compensation for such Feedback, will not
interfere with or challenge Pure Movement’s use, registration or protection
of any Feedback. Licensee will not, during the Term of the Agreement, or a
six (6) month period thereafter, offer any program or service that competes
with or is substantially similar to the BarSculpt Program.

4. Termination. Pure Movement may terminate this Agreement immediately
in the event that Licensee uses the Trademarks in any manner that
is not set forth in this Agreement. Either party may terminate this
Agreement at any time, with or without cause, upon three (3) months’
prior written notice.
Upon termination of this Agreement, Licensee’s
rights to use the Trademarks will cease immediately, and Licensee will
follow such procedures as Pure Movement may reasonably require for the
reasonable cessation and winding-up of the Location’s operations under
the Trademarks. These terms and conditions survive the expiration or

termination of this Agreement.
5. Relationship of the Parties; Indemnification.
Nothing herein will be
construed to create a partnership, joint venture, franchise or agency
relationship between the parties, and neither party may bind the other or
will be liable for the debts or obligations of the other. Licensee agrees to
defend, indemnify, and hold harmless, Pure Movement, Pure Movement’s
subsidiaries, parent, and affiliate companies and any of their successors
and assigns, and their officers, directors, agents, and employees, against
every claim, suit, loss, liability, or damage whatsoever (including, but
not limited to, the reasonable expenses of investigation and defending
against any claim or suit, any amount paid in settlement thereof, and
reasonable attorneys’ fees), which they or any of them may incur or
become obligated to pay in any action, claim or proceeding against any of
them by reason of or arising out of any claims based on or resulting from
any act or omission of Licensee or a breach of any term or condition of this
Agreement, including, without limitation, the foregoing representations and/
or confidentiality obligations.

6. Limitation on Liability. PURE MOVEMENT EXPRESSLY AND SPECIFICALLY
DISCLAIMS AND REJECTS ANY AND ALL WARRANTIES, EXPRESSED OR
IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE), WITH RESPECT TO THE BARSCULPT PROGRAM,
TRADEMARKS AND ANY ASSOCIATED PRODUCTS OR SERVICES SUPPLIED
PURSUANT TO THIS AGREEMENT. LICENSEE UNDERSTANDS AND AGREES
THAT BARSCULPT’S LIABILITY FOR ANY DAMAGES SUFFERED, WHETHER
IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, OR OTHERWISE
WILL BE LIMITED TO ANY AMOUNTS PAID TO BARSCULPT PURSUANT
TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE
EVENT CAUSING SUCH DAMAGE.
UNDER NO CIRCUMSTANCES WILL
PURE MOVEMENT BE LIABLE TO LICENSEE FOR ANY ACTUAL DAMAGES
BEYOND THIS LIMITED REMEDY, AND, UNDER NO CIRCUMSTANCES WILL
PURE MOVEMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
OF LICENSEE, OR ANY OTHER THIRD PARTY, EVEN IF PURE MOVEMENT HAS
BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Miscellaneous. (a) This Agreement, constitutes the entire agreement
between the parties with respect to the subject matter hereof and
will supersede all prior negotiations, undertakings, representations
and agreements relating thereto. (b) The validity, construction, and
enforceability of this Agreement will be governed by and construed in
accordance with the laws of the State of Maine without regard to the
conflicts of law provisions thereof. The exclusive jurisdiction and venue
for any disputes arising hereunder will be in the state or federal courts
located in Cumberland County, Maine. If Pure Movement retains counsel
to enforce this Agreement or to defend itself because of an actual or
alleged dispute, breach, default or misrepresentation in connection with
any provisions of this Agreement, it will be entitled to recover reasonable
attorneys’ fees, court costs and all expenses whether or not a formal claim
or proceeding is commenced (including, without limitation, all such fees,
costs and expenses incident to arbitration, appeals, bankruptcy and post
judgment proceedings), in addition to any other equitable or legal relief
to which Pure Movement may be entitled. (c) This Agreement will inure to
the benefit of and will be binding upon the parties and their successors and
permitted assigns. (d) The parties agree to execute such documents and to
take such steps as are reasonably necessary to effectuate the intent of this
Agreement. (e) The parties’ delay or omission in the exercise of any power,
remedy or right herein will not impair or affect the right of such party
thereafter to exercise the same. (f) This Agreement may not be amended
or modified except in writing, executed by each party hereto. (g) This
Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.
(h) If any provision of this Agreement is held to be invalid or unenforceable,
the remainder of this Agreement will not be affected thereby, and each
provision will be valid and enforceable to the fullest extent permitted by
law. Any invalid or unenforceable provision will be replaced with a provision
which is valid and enforceable and most nearly reflects the original intent of
the invalid or unenforceable provision.