2.1 Client agrees to pay BNB BOSS and BNB BOSS accepts a total amount of purchase price, which shall be paid on the day the Client executes this Agreement.

2.2 The initial payment made on the date Client executes the Agreement shall be made by credit card or other method as requested by BNB BOSS. All subsequent payments made by Client to BNB BOSS shall be made by electronic funds

2.3 Each payment made by Client under this Agreement must be received by BNB BOSS and Fitness on the date specified in Paragraph 2.1. If payment is not timely received by BNB BOSS, Client shall have materially breached the Agreement and shall forfeit all remaining portion of services that have not yet been performed under the Agreement. BNB BOSS shall have no further obligation to Client.

2.4 Client is not entitled to a refund or chargeback for any reason. All payments made to BNB BOSSpursuant to this Agreement are final and are not refundable for any reason.

2.5 Client agrees not to request, advise, file a claim, or seek Client’s bank or credit card company for a chargeback for consideration paid under this Agreement. Client agrees to waive any rights Client may have under applicable state and federal truth in lending laws or otherwise (including, but not limited to, under Client’s credit card issuer’s procedures for resolving such disputes). Client agrees that any disputes that Client may have with respect to consideration paid hereunder must be addressed directly between Client and BNB BOSS. If a chargeback occurs, Client shall have materially breached the Agreement and shall forfeit all remaining services that have not yet been performed under the Agreement. BNB BOSS shall have no further obligation to Client. Further, the amount of the chargeback shall be subject to a finance charge in the amount of one- and one-half percent (1 ½%) per month until paid in full by Client. Further, BNB BOSS shall be entitled to recover from Client all damages, and reasonable and necessary attorneys’ fees, and costs associated with pursuing collection and/or recovery of the amount of the chargeback.

3.1 Use of Client’s Likeness. Client agrees, consents and grants BNB BOSS and/or Samantha & Brettuse of any and all of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided or derived from an interaction with BNB BOSS, and/or that relates to services provided by BNB BOSS, for use in the business of BNB BOSS and/or Paparo. Client irrevocably grants BNB BOSS and/or Paparo property rights in Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with BNB BOSS and/or that relates to the services provided by BNB BOSS. Client is not entitled to compensation of any kind for BNB BOSS and/or Samantha & Brett’s future use of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provided or derived from an interaction with BNB BOSS, and/or that relates to services provided by BNB BOSS. Client waives any and all causes of action in contract, tort, or the common law for Samantha & Brett and/ BNB BOSS’s use of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with BNB BOSS and/or that relates to the services provided by BNB BOSS.

3.2 Confidentiality; Ownership of Information. BNB BOSS will provide Client with access to Confidential Information (as defined in Paragraph 3.2(a)) that is used in the operation of BNB BOSS’s business as reasonably necessary to allow BNB BOSS to comply with the terms of this Agreement. Client acknowledges that BNB BOSS will provide Client with access to BNB BOSS’s Confidential Information only for the term of the services rendered under the Agreement.

a. Definition. For purposes of this Agreement, “Confidential Information” means information possessed by BNB BOSS relating to the Business, and its business activities not generally known which is used or is useful in the conduct of BNB BOSS’s business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copy rights, trade secrets, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information, unpublished lists of names, information, documents, videos provided or shared by BNB BOSS to Client, and information relating to fitness coaching, fitness training, online coaching or training, marketing, client acquisition process, sales, and pricing. Confidential Information also includes information received by BNB BOSS from others which BNB BOSS has an obligation to treat as confidential and information received by Client from other clients of BNB BOSS. All information which becomes known to Client during the term of the services rendered under the Agreement, which Client would reasonably believe is Confidential Information or which BNB BOSS takes measures to protect, shall be regarded as Confidential Information.

b. No Disclosure. During the term of the Program, and at all times thereafter, Client shall maintain the strictest confidence of BNB BOSS’s trade secrets and Confidential Information. Client shall never disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, BNB BOSS’s copyright information, trade secrets or other Confidential Information, except by express prior written consent of a duly authorized officer or director of BNB BOSS. Client will not make copies, videotape, record, photograph or transfer in anyway, in whole or in part, any Confidential Information or marked original copies of Confidential Information, copyright information, or trade secrets of BNB BOSS. Further, Client shall use Client’s best efforts and shall take all reasonable precautions to prevent the disclosure of BNB BOSS’s copyright information, trade secrets or other Confidential Information. A breach of this provision includes but is not limited to each disclosure, sharing, dissemination, transfer, conveyance, selling, or discussion of any singular piece of Confidential, trade secret, copyright, and/or proprietary information.

c. Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property and proprietary information of BNB BOSS and/or Samantha & Brett, as the case may be, and is disclosed in confidence by BNB BOSS in reliance on Client’s agreement to maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any person except the Parties to this Agreement. Client has no ownership, property rights, or other rights of any kind in the Confidential Information, trade secrets, copy rights, proprietary information or other property of BNB BOSS and/or Samantha & Brett.

d. Return of Material. Upon the expiration or earlier termination of this Agreement for any reason or if Client breaches this Agreement, Client shall within five (5) days turn over to BNB BOSS all passwords, documents, videos, photographs, recreations, copies, or other material in Client’s possession or under Client’s control that (i) may contain or be derived from Confidential Information, or (ii) are connected with or derived from BNB BOSS’s services to Client. Client shall not retain any Confidential Information in any form (e.g., electronic or written) upon the expiration or earlier termination of this Agreement. Client shall also return such information within seven (7) days of BNB BOSS’s request.

3.3 Non-Compete; Working for Competitor. In consideration of BNB BOSS’s providing Confidential Information to Client, Client will not, at any time during the term of this Agreement or at any time for two (2) years subsequent to any termination of this Agreement, whether directly or indirectly, in the continental United States, or within such other geographic areas as BNB BOSS is engaged in business at the time of termination of this Agreement, for Client’s own account, individually or through another entity that Client owns or is involved in, or on behalf of any direct competitors of BNB BOSS, engage in any business or transaction involving the Business, whether as an employee, employer, independent contractor, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, without the prior written consent of BNB BOSS, which consent may be withheld by BNB BOSS in BNB BOSS sole and absolute discretion.

3.4 Non-Solicitation. During the term of this Agreement and for a period of twenty four (24) months after the date of termination of this Agreement, Client will not in any way, directly or indirectly (i) induce or attempt to induce any employee, independent contractor, agent, or consultant of BNB BOSS to quit work with BNB BOSS; (ii) otherwise interfere with or disrupt BNB BOSS relationship with its employees, independent contractors, agents, or consultants; (iii) solicit, entice or hire away any employee, independent contractor, agent or consultant of BNB BOSS; or (iv) hire or engage any employee, independent contractor, agent, or consultant of BNB BOSS or any former employee, independent contractor, agent, or consultant of BNB BOSS whose work with BNB BOSS ceased less than one year before the date of such hiring or engagement. Client acknowledges that any attempt on the part of Client to induce others to leave BNB BOSS, or any effort by Client to interfere with BNB BOSS relationship with its employees, independent contractors, agents, or consultants would be harmful and damaging to BNB BOSS

3.5 Stipulated Damages. Client agrees that if Client breaches Section 3 of the Agreement, BNB BOSS and/or Samantha & Brett will be damaged. Accordingly, in the event that Section 3 of the Agreement is violated by Client, Client agrees to pay stipulated damages to BNB BOSS and/or Samantha & Brett in the amount of five thousand dollars and zero cents ($5,000.00), per breach. If it is necessary to enforce Section 3 of the Agreement, Client shall pay all reasonable and necessary attorney’s fee, expenses and court costs incurred by BNB BOSS and/or Samantha & Brett. Client hereby agrees to waive any bond to be paid by BNB BOSS and/or Samantha & Brett in seeking injunctive relief against Client.

4.1 Indemnity. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BNB BOSS, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS AND CHIDESTER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, NEGLIGENCE, GROSS NEGLIGENCE, AND ANY OTHER LIABILITY OF ANY KIND BROUGHT BY YOU OR ANY THIRD PARTY INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THE AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED IN THE PROGRAM, CONSIDERATION, CONFIDENTIAL, PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF BNB BOSS, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS, AND SAMANTHA & Brett.

5.1 Disclaimer. BNB BOSS and Samantha & Brett do not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Results that Client achieves are in no way, shape, or form, guaranteed by BNB BOSS, Samantha & Brett or any of their respective agents, employees, independent contractors, subsidiaries, borrowed servants, or any other third party.

5.2 Assignments. This Agreement is not assignable by any party without the prior written consent of BNB BOSS or Samantha & Brett. Any assignment without such written consent shall be void.

5.3 Notices. Any notices to be given hereunder by either party to the other shall be in writing either by email, or delivery by mail-certified return receipt requested. Notices shall be addressed to the parties at the addresses as set forth above, until and unless such party changes the specified address by written notice to the other.

5.4 Jurisdiction and Venue. This Agreement shall be governed in all respects, including its validity, interpretation and effect, and construed by and in accordance with the laws of the State of Texas, including, without limitation, its limitation of action and other procedural laws without giving effect to the principles of conflict of laws of the State of Texas. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY IN HARRIS COUNTY, TEXAS, AND THAT VENUE IS PROPER IN HARRIS COUNTY, TEXAS.

5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement or the application thereof to any person, entity or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons or entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist.

5.6 Attorney Fees. If any action or other legal proceeding is initiated by BNB BOSS against Client relating to this Agreement or its subject matter, BNB BOSS shall be entitled to recover, in addition to all damages allowed by law, equity and other relief, all court costs, and all reasonable attorney’s fees incurred by reason thereof. Client agrees that in the event of litigation or other legal action, the right to request discovery of BNB BOSS and/or Samantha & Brett’sConfidential Information, copyright, proprietary and/or trade secret information, is hereby waived. Each party recognizes that agreement to such waiver is a condition precedent to access to and use of BNB BOSS and/or Samantha & Brett’sConfidential Information, copyright, proprietary and/or trade secret information.

5.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the parties hereto and Samantha & Brett, any right or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties.

5.7 Binding Effect. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the Parties.

5.8 Voluntary. Client has been or has had the opportunity to seek the advice and guidance of their own counsel in the review, interpretation, negotiation and execution of this Agreement. This Agreement shall be construed as if collaboratively prepared by the Parties and any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. Any use of masculine, feminine or neuter pronouns herein shall be deemed to include each of the masculine, feminine and neuter.

5.9 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, may by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in this Agreement, or any other agreement related to this Agreement and expressly references herein is of any force and effect. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties

BNB BOSS, LLC