AthletePrep

LICENSE AND SERVICES AGREEMENT

THIS LICENSE AND SERVICES AGREEMENT (this "Agreement"), by and between AthletePrep, LLC ("AthletePrep"), and you ("Club"), is entered into as of the date of acceptance hereof (the "Effective Date").

WITNESSETH

WHEREAS, AthletePrep is in the business of licensing access to its online athletic and academic development tool;

WHEREAS, in addition to athletic coaching, Club is in the business of providing players and their families with opportunities related to college readiness, positioning, and planning;

WHEREAS, Club desires that AthletePrep license its online athletic and academic development tool to Club and provide Club with certain training and support services;

WHEREAS, AthletePrep desires to license its athletic and academic development tool to Club and to provide Club with certain training and support services.

AGREEMENT

NOW, THEREFORE, AthletePrep and Club, in consideration of the mutual covenants contained herein, hereby agree as follows:

I. LICENSE

AthletePrep hereby grants Club a non-exclusive license (the "License"), during the Term (defined below), to use AthletePrep’s online athletic and academic development tool (the "Product") through an exclusive online account created by AthletePrep for Club (the "Club Account"). The Club Account will allow Club to issue, monitor, and maintain AthletePrep student accounts (collectively, "Student Accounts" and, individually, "Student Account"), each of which shall include one (1) full athletic season (12 months) of access to each of the following:

(1) the Product and all of its features;

(2) one of the following age-appropriate ePrep SAT study programs:

(a) SSAT Middle Level (7th Grade)

(b) SSAT Upper Level (8th Grade)

(c) PSAT (9th Grade)

(d) PLAN (9th Grade)

(e) SAT (10-12th Grade)

(f) ACT (10-12th Grade)

(3) one of the following age-appropriate Betterton College Planner programs:

(a) Looking Ahead Program (7th & 8th Grade)

(b) Getting Started Program (9th Grade)

(c) Prep & Planning Program (10th Grade)

(d) Peak Admission Program (11th and 12th Grade)

The Club Account will initially include a minimum of fifty (50) program credits, each of which shall entitle Club to create one Student Account. Program credits shall be purchased by Club in accordance with the Fee Schedule set forth in Exhibit A, attached hereto and made a part hereof. During the Term, Club will have the right, but not the obligation, to purchase additional program credits in accordance with the Fee Schedule set forth in Exhibit A.

II. ATHLETEPREP SERVICES

A. Club Account: Upon execution of this Agreement, AthletePrep will initialize the Club Account and provide log-in credentials to the Club administrator.

B. Online Training: After the Club Account has been fully initialized, AthletePrep will provide Club with two (2) hour-long webinar training sessions on days and at times mutually agreed upon.

C. Technical Customer Support: AthletePrep will provide the following services:

i. Technical customer support to Club and the students to whom Club issues Student Accounts (the "End Users") via email and a toll-free telephone number.

ii. Transmission of an email communication (the "Welcome Email") to each End User that provides the End User with (i) log-in credentials, (ii) information on how to get started, and (iii) information on how to obtain customer support and/or technical support. The Welcome Email will appear to the recipient as if it came from Club, and Club will have the option to edit the introduction and signature of the Welcome Email.

D. Non-Technical Customer Support. From time to time, AthletePrep may receive an email or telephone communication from an End User related to a non-technical issue (e.g., an issue unrelated to the End User’s online access to, or the functionality the End User’s Student Account). AthletePrep will promptly refer such non-technical customer support issues to Club via established communication channels between AthletePrep and Club.

E. Web Hosting Services: AthletePrep will provide the following services:

i. Host, manage, and make available the Club Account and all Student Accounts (collectively, the "Club Program") to Club and the End Users, as appropriate.

ii. Maintenance and general upgrades to back-end and online portions of the Club Program performed in a manner, on days, and at such times so as to cause the least disruption in use and access to the Club Program.

F. Definition of Services. The AthletePrep services set forth in subsections A-E above will be referred to in this Agreement as, the "Services."

III. OBLIGATIONS OF CLUB (Except as otherwise waived by AthletePrep in writing)

A. Initial Purchase: Upon execution of this Agreement, Club will pay AthletePrep for its initial purchase of program credits, which will include a minimum of fifty (50) program credits in accordance with the fee set forth in Exhibit A.

B. Distribution: Club will issue one (1) Student Account to each of its students in grades 7-12, inclusive. Club hereby represents and warrants that it will adhere to the terms of this subsection (B) during the Term. Club hereby acknowledges that its failure to comply with the terms of this subsection (B) would be a material breach of this Agreement.

C. Restricted Access: Club will limit access to the Club Account to its employees and/or advisors. Club will safeguard its Club Account log-in credentials with the same degree of care it uses to safeguard its own confidential and/or proprietary information.

D. Sale Restrictions: Club will not charge any of its students for a Student Account as an add-on product or service that is separate from the annual participation fees that Club charges its students. Club will not sell Student Accounts on a direct-to-consumer retail basis. In accordance with subsection (B) above, Club will issue each of its students a Student Account, as appropriate, as part of such student’s annual participation in Club activities. For purposes of clarity, Club will not charge its students a separate fee for Student Accounts, but will include in amount for Student Accounts in its annual participation fee. Club also hereby agrees that it will not market or sell Student Accounts to other athletic clubs, or the students of other athletic clubs, without the express written consent of AthletePrep.

E. Customer Support: Club will provide all customer (i.e., non-technical) support to End Users.

F. Conduct: Club agrees to not use the Program in a manner that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable. Club agrees that it will not impersonate any person or entity or falsely state or otherwise misrepresent its affiliation with a person or entity or attempt to disguise the origin of anything transmitted through the Program. Club will not use the Program to transmit anything that it does not have a right to transmit, including but not limited to emails or other transmissions that infringe patent, trademark, trade secret, copyright, or any other proprietary right of any party. Club’s use of the Program will not interfere with or disrupt the servers or networks connected to the Program or fail to comply with any requirements, procedures, policies, or regulations of networks connected to the Program.

Club understands that information, data, messages, and other materials transmitted by it or its End Users are the sole responsibility of the person from whom such material originated. This means that Club, and not AthletePrep, is entirely responsible for all uploads and/or emails transmitted via the Program. Under no circumstances will AthletePrep be liable in any way for Club’s or any End User’s use of the Program, including but not limited to any errors or omissions in any information available from the Program, including but not limited to information regarding athletic training or nutrition, or for any loss or damage of any kind incurred as a result of Club’s or any End User’s use of the Program or any information obtained from the Program. AthletePrep reserves the right to modify, suspend and/or discontinue the Program, at any time, in its sole discretion.

IV. TERMS OF USE/COMMUNICATIONS WITH END USERS/REFUNDS

A. Terms of Use: AthletePrep will require all End Users to agree to certain terms of use before they are permitted to use their Student Accounts. In addition, ePrep, Inc. ("ePrep"), and Betterton College Planning, LLC ("BCP"), may require all End Users to agree to certain terms of use before they are permitted to use their ePrep study program or Betterton College Planner program, respectively. (The aforementioned terms of use will be, collectively, referred to herein as the "Terms of Use").

B. Communications with End Users: The Terms of Use will include provisions that allow AthletePrep, ePrep, and BCP to communicate directly with End Users via email or other online medium for purposes that are reasonable and customary in each company’s business.

C. Refunds: If Club provides one of its students a full refund of such student’s annual participation fee, AthletePrep will issue Club one program credit that it can issue to another one of Club’s students during the then-current year or any subsequent year during the Term (defined in Section VI below).

V. OWNERSHIP.

A. Ownership of Platform: AthletePrep is the sole and exclusive owner of the online platform that supports the Club Program (the "Platform"). Club shall not take any action inconsistent with AthletePrep’s ownership of the Platform.

B. Ownership of Marks: Title to, and ownership of, the marks of AthletePrep and the look and feel of the Club Account and the Student Accounts (other than the name, logo, or other graphic provided to AthletePrep by Club in accordance with Section II.A. above) will at all times exclusively remain with AthletePrep. The name, logo, or other graphic provided to AthletePrep by Club in accordance with Section II.A. above will at all times remain exclusively with Club.

C. Ownership of End User Information: Club is the sole and exclusive owner of all personally identifiable End User information. Notwithstanding the forgoing, AthletePrep shall have the right to use personally identifiable End User information as set forth in Section IV.B. above and any all feedback provided by End Users in accordance with the Terms of Use and Section IV.B. above will be owned by AthletePrep.

VI. TERM AND TERMINATION.

A. Term: The term of this Agreement shall commence on the Effective Date and shall expire on the date one year thereafter (the "Initial Term"). Unless either party provides the other with written notice of termination at least 30 days before the end of the Initial Term, or the then-current Renewal Term, this Agreement will be extended for additional one-year terms (each a "Renewal Term"). The Initial Term and all Renewal Terms are hereinafter referred to as the "Term."

B. Termination for Breach: Either party may terminate this Agreement at any time in the event of a material breach by the other party which remains uncured after thirty (30) days written notice thereof. If a party reasonably determines that its good name or good reputation has been materially and adversely impacted by action of the other party or agents of the other party, such adversely impacted party may terminate this Agreement immediately upon written notice to the other party (with the notice specifying in reasonable detail the items relied upon by the adversely impacted party in making that determination).

C. Termination for Insolvency: Either party may terminate this Agreement immediately following written notice to the other party if the other party (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days, or (iv) makes an assignment for the benefit of creditors.

D. Effect of Termination on End User Accounts: Expiration (or termination of this Agreement by either party for any reason) shall result in the immediate termination of all of the Services and the License; provided, however, that any and all End Users may continue to use their Student Accounts until they expire, as appropriate, notwithstanding the expiration or termination of this Agreement. Termination shall not limit a party from pursuing other remedies available to it.

VII. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

VIII. AUTHORITY.

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its respective responsibilities, duties and obligations as provided herein.

IX. NON-SOLICITATION OF EMPLOYEES.

Neither party, without the consent of the other, shall solicit for employment any employee of the other during the Term and for a period of twelve (12) months after the expiration or earlier termination of this Agreement. General solicitations or advertising for employment by one party to fill open positions in newspapers, periodicals or on the Internet, to which the employees of the other party may respond, shall not be deemed to be a violation of the provisions of this Section IX.

X. GENERAL.

A. Independent Contractor/Subcontractors. As between themselves, the parties are independent contractors with no authority, other than that set forth in this Agreement, to contract for or in any way to bind or to commit the other to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of the other. Under no circumstances will either party hold itself out as or be considered an agent or an employee of the other. In the event either party subcontracts some of its duties or obligations hereunder to a third party service provider, such party agrees that such act shall not limit or abridge its obligations, responsibilities, or liabilities.

B. No Waiver. The failure of either party to insist upon a strict performance of or to seek remedy of any one of the terms or conditions of this Agreement or to exercise any right, remedy or election set forth herein or permitted by law shall not constitute nor be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but such items shall continue and remain in force and effect. All rights or remedies of either party specified in this Agreement and all other rights or remedies that either party may have at law, in equity or otherwise shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised by the party seeking enforcement or not, shall be deemed to be in exclusion of any other right or remedy of such party. Any consent, waiver or approval by either party of any act or matter must be in writing and shall apply only to the particular act or matter to which such consent or approval is given.

C. Assignment. Either party may assign its rights and/or its obligations pursuant to this Agreement to any subsidiary, affiliate and/or to a successor in interest of itself, its subsidiaries, or its affiliates, and both parties acknowledge that all or substantially all of the assets or the equity interests of the other may be transferred to a third party during the Term. Assignment includes merger, acquisition, sale or transfer of all or substantially all of the common stock or assets of a party, consolidation, restructuring, reorganization or other distribution including by operation of law.

D. Captions. The captions are for convenience and in no way define, limit, or enlarge the scope of this Agreement or any of its Sections.

E. Severability. If any provisions of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement, or the application of such provisions or circumstances other than those as to which it is determined to be invalid or unenforceable shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

F. Survival. The provisions of this Agreement regarding and each party’s rights and obligations set forth in Sections IV, V, V(D), VII, VIII, IX, and this Section X shall survive expiration or termination of this Agreement.

G. Entire Agreement. This Agreement (along with its Exhibit A) and the AthletePrep Terms of Use & Privacy Policy, which shall be incorporate herein by reference, constitute the entire agreement between the parties and supersedes any and all previous representations, understandings, discussions or agreements, oral or written, between Club and AthletePrep regarding all relevant aspects of the subject matter of this Agreement and supersedes all prior understandings and agreements, if any and whether oral or in writing, between the parties regarding such subject matter. The parties further agree that they are not relying upon any representations, statements, or agreements from the other as a basis for entering into this Agreement except for those expressly set forth in this Agreement. This Agreement may only be amended by an instrument in writing signed by Club and AthletePrep.

H. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

I. Facsimiles. The parties hereto (i) each agree to permit the use, from time to time and where appropriate under the circumstances, of signatures sent via facsimile or electronically (e.g., in a .pdf file) in order to expedite the transaction(s) contemplated by this Agreement; (ii) each party intends to be bound by its respective signature sent by that party via facsimile or electronically; (iii) are each aware that the other will rely on signature pages sent via facsimile or electronically; and (iv) each acknowledge such reliance and waive any defenses to the enforcement of the documents effecting the transactions contemplated by this Agreement based on the signature page being a facsimile or electronic copy. The parties covenant that each time they send a signature page via facsimile or electronically, they will in a timely manner send the other party the original signature page(s).

IN WITNESS WHEREOF, Club and AthletePrep, each acknowledging that it has had the opportunity to review this Agreement with legal counsel, have accepted this Agreement effective as of the Effective Date.

Exhibit A

Student-Account Program Credits: $150 per credit or such other amount as reflected in Administrative Account