i’MAGiNT LiFE LICENSING AGREEMENT

This i’MAGiNT LiFE Licensing Agreement (“Agreement”) is entered into by and between the individual named on the payment confirmation page (the “Licensee”) and i’MAGiNT LiFE VITAL ENTERPRISES LLC, a Nevada limited liability company with an office at 3975 N Hualapai Way, Unit 282, Las Vegas NV 89129 (“Principal”). The effective date of this Agreement shall be the date of payment by the Licensee. By checking the "Read and Agree to Terms" box on the payment confirmation page, the Licensee acknowledges that they have read and agree to be bound by the terms of this Agreement.

 WHEREAS Principal has developed a certain proprietary system and method called

i’MAGiNT LiFE, along with a line of i’MAGiNT LiFE products, to serve and benefit individuals;

WHEREAS Principal owns all intellectual property rights associated with i’MAGiNT LiFE,

including but not limited to its proprietary teachings, methods, printed materials, products, trademarks, copyrights, and the like;

WHEREAS Principal trains and certifies individuals to commercially benefit from i’MAGiNT LiFE by selling products and services associated with i’MAGiNT LiFE;

WHEREAS Licensee desires to train and get certified by i’MAGiNT LiFE in order to qualify to commercially benefit from i’MAGiNT LiFE;

WHEREAS both Principal and Licensee desire a mutually beneficial ongoing commercial relationship;

WHEREFORE, in consideration of the covenants and provisions herein, the parties mutually agree for Principal to teach, train, and certify Licensee in i’MAGiNT LiFE whereby both parties may benefit from an ongoing commercial relationship.

1) Fees

At the time of execution hereof, Licensee shall pay Principal the training fee (“Training Fees”) of $6300. Licensee expressly acknowledges that in consideration of Principal's time, expenditure, planning, and commitment of resources in preparation for Licensee’s training, the Training fees shall be non-refundable and deemed fully earned as of the Effective Date.

2) Training

Upon payment of the Training Fees, Principal will formally train Licensee in the system

and methods of i’MAGiNT LiFE for the purpose of Licensee to become a certified teacher of i’MAGiNT LiFE (“i.A.M. Certified Teacher”), Licensee acknowledges that:

1. i) the training will be conducted online 
2. ii) the training process, content, speed, and the like, will be determined entirely

by Principal at its sole discretion;

iii) for i.A.M. Certified Teachers, the training shall last approximately 20 weeks, roughly comprising weekly sessions of about 3 hours each, plus independent assignments;

3) Teachers

If Licensee is opting for i.A.M Certified Teacher Training, Licensee shall receive training to teach individuals how to practice the system and methods of i’MAGiNT LiFE. A certified i’MAGiNT Teacher may perform all services as stated above. Additionally, an i’MAGiNT Teacher may sell i'MAGiNT teaching services, and teach i’MAGiNT Clients the principles underlying i’MAGiNT LiFE and how they apply to the i’MAGiNT Client's life, as taught by Principal during the course of Licensee’s i’MAGiNT LiFE training.

Upon certification, Licensee shall be allowed to perform its teaching services, as applicable, for i’MAGiNT Clients in any language of Licensee’s choice. However, i’MAGiNT LiFE materials translated to a language other than English, or any other materials created by Licensee in a language other than English that pertain to i’MAGiNT LiFE, shall be deemed by all parties to be intellectual property owned by Principal. Licensee expressly agrees that it shall unconditionally assign all copyright rights in such materials, and any other intellectual property rights that may arise from such materials, to Principal, and that such assignment shall be in consideration of the terms and provisions hereof.

4) Certification

Licensee must comply with all coursework and testing, as prescribed by Principal, in

order to successfully complete its training. If Licensee fails to learn i’MAGiNT LiFE properly and complete the coursework and testing prescribed by Principal to Principal’s satisfaction, Licensee will not be deemed to have successfully completed its training and, therefore, will not be certified.

Upon Licensee’s successful completion of its training, Principal will notify Licensee, in writing, of Licensee’s certification (“i’MAGiNT Certification”) as an i.A.M. Certified Teacher. Licensee may then formally represent itself to the public as an i.A.M. Certified Teacher, provided Licensee meets all the other terms and conditions of this Agreement.

Principal reserves the right to certify i'MAGiNT Teachers at different skill levels, limiting the i'MAGiNT services that Licensee may offer to the i’MAGiNT services corresponding to Licensee’s skill level, and/or reducing the fees it can charge, until Licensee shows an acceptable level of proficiency. Such determination of Licensee’s skill level shall be at the exclusive and sole discretion of Principal. Licensee shall be entitled to request and receive a chart from Principal, at any time, which shows the different skill levels and their corresponding restrictions.

Upon Licensee’s i’MAGiNT Certification, Licensee shall be authorized to engage in activities pertaining to the i’MAGiNT LiFE methods and systems as provided in paragraph 3 above. For ongoing teaching sessions, Licensee acknowledges that Principal recommends i’MAGiNT Teachers to engage their i’MAGiNT Clients in sessions once a week.

Upon Licensee’s i’MAGiNT Certification, Licensee shall be entitled to charge and collect fees from i’MAGiNT Clients for providing goods and services associated with i'MAGiNT LiFE, which fees shall be in accordance with Paragraph 7. Licensee shall be solely responsible for collecting all fees from the i’MAGiNT Clients it serves, unless payment is made through Principal's online or automated system.

i'MAGiNT Teachers agree that the Annual Certification Fee, if applicable, will be based on local sales of i'MAGiNT LiFE services, as provided in Paragraph 7 below. The Annual Certification Fee is currently waived for i'MAGiNT Teachers, and may be subject to change at any time at the sole discretion of the Principal. Any future changes to the fee will be communicated to i'MAGiNT Teachers in advance. 

5) Products

Upon Licensee’s i’MAGiNT Certification, Licensee shall have the right to purchase products associated with i’MAGiNT LiFE (“i’MAGiNT Products”) from Principal and resell them to i’MAGiNT Clients. Licensee shall have the right to purchase i’MAGiNT Products from Principal in bulk or on a per sale basis, subject to the respective costs as provided in the Cost Schedule.

Licensee may only sell i’MAGiNT Products that it procures from Principal. Licensee may not sell its own products pertaining to i’MAGiNT LiFE, or sell any products procured from a third party that may pertain to i’MAGiNT LiFE. i’MAGiNT Products shall include, but not be limited to,i'MAGiNT Kits and i'MAGiNT Kit component parts, water bottles, water bottle coasters, frames, printed materials, and the like. i'MAGiNT Kits are for sale to i’MAGiNT Clients, for independent use, or in conjunction with i'MAGiNT teaching or coaching programs. i'MAGiNT Kit component parts may serve as extra or replacement items, as needed for i'MAGiNT Clients. The versions and costs of each type of i’MAGiNT Product available shall be itemized in the Cost Schedule in effect at the time.

Upon Licensee’s i’MAGiNT Certification, Licensee may sell i’MAGiNT Products to i’MAGiNT Clients at a price of Licensee’s choosing. Licensee’s cost of procuring i’MAGiNT Products from Principal will be itemized in the Cost Schedule in effect at the time.

All shipment and delivery costs for Licensee’s orders of i’MAGiNT Products shall be Licensee’s sole responsibility. Principal’s assortment and inventory of i’MAGiNT Products will vary from time to time, and Principal will not guarantee the availability of any i’MAGiNT Product at any given time.

Alternatively, Licensees shall have the option of directing i'MAGiNT Clients to buy

i'MAGiNT Products at Principal's online store, and earn commissions as stated in the Cost Schedule.

Aside from core i’MAGiNT Products, the Principal may make secondary products ("i'MAGiNT Accessories") available for sale to the general public via online stores. In such cases, Licensee shall have the opportunity to refer customers, whether i'MAGiNT Clients or not, to the store, and earn sale commissions as indicated on the Cost Schedule. i'MAGiNT Accessories shall include, but not be limited to, apparel, home and personal care products, office and stationery products, and the like.

6) Performance

Licensee shall provide its services to all i’MAGiNT Clients with true, pure, and complete i’MAGiNT LiFE methods to the best of Licensee’s abilities. Licensee shall always uphold the integrity, morality, and high standards of i’MAGiNT LiFE. Licensee shall in no manner coach or teach an i’MAGiNT Client in a manner that may contradict any teachings or the system of i’MAGiNT LiFE.

Principal reserves the right to revoke Licensee’s certification at any time if Licensee’s manner or performance is deemed not to be up to the standards of i’MAGiNT LiFE. Such decision shall be at the sole discretion of Principal, and not subject to appeal or review. Upon revocation, Licensee shall immediately cease all i’MAGiNT LiFE teaching and commercial activity, and cease representing itself as affiliated with i’MAGiNT LiFE.

For each i’MAGiNT Client that Licensee serves, Licensee shall first require the i’MAGiNT Client to purchase an i’MAGiNT Kit. Alternatively, if the i’MAGiNT Client already owns an i’MAGiNT Kit, Licensee shall require the i’MAGiNT Client to first bring that i’MAGiNT Kit up to date.

If Licensee engages in a related field, Licensee shall clearly identify and distinguish between i’MAGiNT LiFE and other products and teachings to its i’MAGiNT Clients. Licensee shall not mix i’MAGiNT LiFE teachings with other teachings at the same time. If Principal disapproves of any other teaching offered in conjunction with i’MAGiNT LiFE teaching, Principal reserves the right to prohibit Licensee from presenting i’MAGiNT LiFE teachings in such situations, and Licensee expressly agrees that it will unconditionally comply with such instructions from Principal.

Licensee shall never disparage i’MAGiNT LiFE or make any remarks in condescension of i’MAGiNT LiFE, in any format whatsoever, including but not limited to, orally, in writing, on an electronic medium, on a social media platform, on a website, and the like. Licensee hereby agrees to raise any grievances directly with Principal, and only in writing. Notwithstanding anything to the contrary in this Agreement, the provisions of this paragraph 6 shall survive the termination of this Agreement. Licensee expressly consents that Principal will suffer irreparable harm with no monetary remedy from Licensee’s violation of the provisions of this paragraph 6.

In the event of Licensee’s violation of a provision of this paragraph 6, Licensee expressly consents to equitable relief for Principal to enforce the provisions of this paragraph 6, and that Licensee shall bear all of Principal’s attorneys’ fees and costs incurred for pursuing such equitable relief.

7) Sales, Commissions, Leads & Discounts

While Licensee is i’MAGiNT Certified, Licensee may sell i’MAGiNT LiFE goods and services to the public in accordance with the terms of this Agreement. Licensee is free to set its own retail prices for in-person sales to i'MAGiNT Clients. For purposes of this provision, "inperson sale" is defined as one in which i'MAGiNT goods and services are delivered in person. For such sales, Principal will provide recommended prices or price ranges for various i'MAGiNT goods and services on the Cost Schedule. For all other sales, Licensee agrees to refer i'MAGiNT Client to the Principal's online store for purchase. For such sales, Licensee shall earn commissions as provided in this Paragraph 7 below, and as indicated in the Cost Schedule.

1.  Product Sales: Sales of i'MAGiNT Products will be available to the Licensee (for resale to local customers) at a discount, in accordance with the Cost Schedule. Principal may choose to provide payment terms to Licensee for purchasing i'MAGiNT Products. Such payment terms may change from time to time, and shall be at the sole discretion of Principal. If Licensee buys on terms, Principal shall have the right to apply Licensee's commissions, even on sales of other i'MAGiNT goods & services, towards repayment of the discounted i'MAGiNT Products until they are paid in full.
2.  Service Sales: Licensee shall have the option to offer i'MAGiNT services in person or online. Sales processed via Principal's online store shall be as provided in Paragraph 7 above. Compensation for all other sales by Licensee shall be covered under the Annual Certification Fee, if applicable, as provided in Paragraph 7 above. The Annual Certification Fee shall be based on service sales level, in accordance with a sliding scale as provided in the Cost Schedule in effect at the time. The determining sales level shall be the Licensee's total gross in-person service sales for the previous 12-month period. After each 12-month period, Principal shall total the Licensee's actual sales and recalculate the Certification Fee accordingly for the following 12-month period. The Annual Certification Fee is currently waived for i'MAGiNT Teachers and may be subject to change at any time at the sole discretion of the Principal. Any future changes to the fee will be communicated to i'MAGiNT Teachers in advance. Both parties agree to restitution that brings the Certification Fee in reconciliation with the actual 12-month sales. Both parties agree to carry out such restitution within 30 days of the end of each 12-month sales period.
3. The Annual Certification Fee shall commence 1 (one) year after i'MAGiNT Certification, and continue on the Licensee's yearly certification anniversary for the life of this Agreement. Payment shall be due before the respective 12-month sales period begins. The Annual Certification Fee is no substitute for, nor will it cover, any other payment obligations of the Licensee under this Agreement. In case of termination of this Agreement before the end of a Certification year, both parties agree to restitution based on actual sales for the period in question. In such case, Principal reserves the right to apply any excess payment by Licensee to any other unpaid amount owed by the Licensee. Both parties agree to carry out such restitution within 30 days of the date of termination of this Agreement.
4. Principal may, at its sole discretion, allow Licensee the option of paying a royalty on each in-person service sale. Under this option, the Annual Certification Fee shall be waived, and Licensee shall pay Principal a royalty as provided below, and in accordance with the Cost Schedule in effect at that time.
5. If Principal offers Licensee the royalty option, Licensee shall notify Principal, in writing, of its election of the royalty option. Licensee's notice must be received by Principal before the beginning of the respective 12-month sales period.
6. For both the Certification Fee and royalty plans, Licensee shall be required to provide Principal monthly reports itemizing all in-person services provided to i’MAGiNT Clients during the previous month in accordance with Paragraph 8 below.
7. Principal may, from time to time, at its sole discretion, provide sales leads to the Licensee based on certain factors, such as geographic locale, Licensee's success rate at closing sales, and the like. For such leads, Principal may charge, and Licensee agrees to pay, a flat fee based on the type of lead and/or other factors, as provided in the Cost Schedule. Additionally, Licensee may refer i'MAGiNT Clients to the Principal for i'MAGiNT Product and service sales. In such cases, Principal shall pay Licensee a commission on all closed sales, as provided in the Cost Schedule.
8. The percentage commissions on the sales of goods and services, as provided in the Cost Schedule, shall apply to the actual gross amount paid by an i’MAGiNT Client for the respective good or service. These percentage commissions shall be payable in accordance with the terms of Paragraph 8 below.

8) Reporting and Payment

No later than the 5th day of every month, Licensee shall submit a written report (“Monthly Report”) to Principal itemizing all payments for products and services that Licensee received from i’MAGiNT Clients during the previous month. The format of the Monthly Report shall be specified by Principal, which format may be revised by Principal from time to time.

Principal shall provide notice, in writing, to Licensee of the format of the Monthly Report and any future revisions thereto. Each item in the Monthly Report shall include: i) the good or service sold, ii) the date it was sold, iii) the dollar amount that Licensee collected for it, and iv) the name, address, email address, and phone number of the corresponding i’MAGiNT Client.

If Licensee elects the commission plan as provided in Paragraph 7 above, the Monthly Report shall also include the corresponding commission that applies to the payment for such sales. In such case, and along with the Monthly Report, no later than the 5th day of every month, Licensee shall submit a payment to Principal for the total amount payable to Principal for the previous month’s commissions. Licensee must make such payment in a format accepted by Principal at the time of payment. The preferred format for payment shall be by online transfer or a check drawn on a U.S. financial institution.

For sales processed through the Principal's merchant account, Principal shall pay Licensee commissions as provided in Paragraph 7 and in accordance with the Cost Schedule, within 30 days of the end of the respective sales month.

9) Continuing Education

From time to time, Principal will schedule continuing education programs or events (“i’MAGiNT Event”) for i’MAGiNT Certified Teachers. The purpose of i’MAGiNT Events will typically be to provide updated training and information to i’MAGiNT Certified Teachers regarding new developments in i’MAGiNT LiFE’s system and methods. i'MAGiNT Events may also serve to share support, foster community, plan growth, and brainstorm ideas for the benefit of Principal, i'MAGiNT Teachers, and i'MAGiNT Clients.

i’MAGiNT Teacher expressly agrees to attend and participate in each i’MAGiNT Event, or an acceptable alternative that may be provided by Principal. i’MAGiNT Teacher hereby acknowledges that such events are vital, and therefore that attendance is mandatory, and that Teacher’s i’MAGiNT Certification is subject to cancellation for failing to attend an i’MAGiNT Event or its accepted alternative. Teacher may request, in advance in writing, for permission from Principal to be excused from attending an i’MAGiNT Event for good cause. Granting such permission shall be in Principal’s sole discretion.

i’MAGiNT Events may be held in-person or online, whereby i'MAGiNT Teacher may  attend online events remotely. Principal shall provide i'MAGiNT Teacher adequate advance notice and relevant details of each i’MAGiNT Event. Online i’MAGiNT Events shall be limited to no more than once every three (3) months, and in-person i'MAGiNT Events shall be limited to no more than once every twelve (12) months. In-person i'MAGiNT Events shall be limited to no more than five (5) days in duration per event.

Attending an i’MAGiNT Event, and any travel or other costs associated therewith, shall be the i'MAGiNT Teacher’s sole responsibility. i'MAGiNT Teacher also expressly agrees to pay Principal any fees that may be required to attend an i’MAGiNT Event.

10) i’MAGiNT Materials

As part of the training process, and continuing in the future, Principal will provide Licensee written and printed materials associated with i’MAGiNT LiFE (“i’MAGiNT Materials”).

Licensee expressly acknowledges that Principal owns all intellectual property rights to the i’MAGiNT Materials, in all forms, and shall retain ownership of all i’MAGiNT Materials.

Therefore, all i’MAGiNT Materials shall remain the property of Principal despite Licensee’s possession of some of them.

Licensee expressly agrees that it will not duplicate or copy any portion of i’MAGiNT

Materials, for any reason whatsoever, without prior written authorization from Principal.

Licensee expressly agrees that it will not copy or record any portion of i’MAGiNT Materials provided to Licensee verbally, except for limited notes that Licensee takes for personal use only, without prior written authorization from Principal. Licensee agrees to immediately surrender all unauthorized reproductions, etc, of i’MAGiNT Materials to Principal, or destroy them, upon Principal's request.

Upon termination of this Agreement, within 30 days thereof, Licensee shall return all

i’MAGiNT Materials, as well as all copies or reproductions of any portion thereof, whether authorized or unauthorized, to Principal. In the event of revocation of i'MAGiNT Certification as provided in Paragraph 6 above, Licensee shall surrender all i’MAGiNT Materials, as well as all copies or reproductions of any portion thereof, whether authorized or unauthorized, to Principal immediately.

11) Independent Contractor

Both parties expressly agree that Licensee is an independent contractor, and shall always remain an independent contractor. The parties mutually understand and agree that there shall be no form of employer-employee relationship between Principal and Licensee. Licensee shall have the freedom in performing its tasks, and Principal shall exercise no control thereon. Further, neither Licensee's employees nor its contract personnel will be, or may be, deemed Principal's employees.

Principal agrees and represents that i) Licensee shall have the right to perform services for others under the terms of this Agreement, ii) Licensee shall have the sole right to control and direct the means, manner, and method by which it will perform services under this Agreement, and iii) Licensee shall create and maintain its own schedule, and perform services at times and at a location in accordance with its own preferences and discretion. Licensee shall select the routes taken, starting and ending times, days of work, and order in which it performs its services. Licensee has the right, in its own independent and sole discretion, to hire assistants as subcontractors or to use employees to assist with providing services under this Agreement. Neither Licensee nor the Licensee’s employees or personnel shall be required to wear any uniform prescribed by Principal. Services under this Agreement shall be performed by Licensee with assistance from the employees or personnel that Licensee chooses to retain, in its sole discretion. Principal will not hire, supervise, or pay any individual to help Licensee. Licensee’s employees or personnel shall not receive any training from Principal in the professional skills and knowledge necessary to perform services under this Agreement. Principal shall not require either the Licensee or the Licensee’s employees or personnel to devote any minimum amount of time for purposes of performing services under this Agreement.

Licensee’s personnel, including but not limited to subcontractors and employees, shall never provide or sell products or services associated with i’MAGiNT LiFE, or represent themselves to the public as affiliated with i’MAGiNT LiFE in any way other than their formal relationship with Licensee, unless they are also independently i’MAGiNT Certified by the Principal. Licensee shall be personally responsible for enforcing the terms of this paragraph.

12) Insurance

The parties mutually agree that Licensee shall bear all responsibility for actions related to Licensee and Licensee’s employees or personnel. Licensee agrees to obtain comprehensive liability insurance coverage in case of bodily or personal injury, harm, property damage, contractual liability, and cross-liability.

Licensee shall name Principal as an additional insured party on all such insurance policies.

Licensee shall require all of its i’MAGiNT Clients to sign a waiver, which will be provided by Principal. The purpose of the waiver shall be to provide a comprehensive release of liability to Principal and its affiliates, including other licensees. Additionally, Licensee agrees to execute a separate waiver and comprehensive release agreement (“Release Agreement”) that releases Principal and its affiliates from liability. Principal shall have sole discretion whether, and when, to require Licensee to execute a Release Agreement, the terms of which shall be mutually negotiable between the parties at the time of such execution.

In the event that Licensee fails to obtain sufficient insurance coverage, Licensee expressly agrees to indemnify Principal and its affiliates for all costs or liability resulting from such insufficient insurance coverage.

13) Business Licenses, Permits, and Certificates.

Licensee represents and warrants that the Licensee, and all employees and personnel associated with it, shall comply with all applicable federal, state, and local laws. This shall include laws and rules that require any licenses, permits, or certificates necessary for Licensee to perform its tasks, obligations, and responsibilities under this Agreement or to comply with the terms and provisions of this Agreement.

Licensee shall bear sole responsibility to ensure compliance will all such applicable laws and rules.

14) Federal and State Taxes.

The parties mutually agree that they shall not be responsible: i) for withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes, from the other party’s payments; ii) to make federal or state unemployment compensation contributions on the other party’s behalf; and iii) for paying any taxes related to the other party’s performance under this Agreement. This shall include all applicable income taxes and any applicable self-employment taxes.

15) Non-Compete

Licensee expressly agrees to a non-compete covenant with Principal. For a period of two (2) years after the termination of this Agreement, Licensee will not engage, whether directly or indirectly, as a proprietor, a partner, an officer, a therapist, a counselor, an advisor, an employee, a volunteer, or otherwise, in any commercial or non-commercial activity involving the i'MAGiNT system, including but not limited to, its products, teachings, services, and the like, or involving any similar or derivative product or system, or the same or similar activities as were performed pursuant to this Agreement, pertaining to any individual, business, organization, or other entity, within one hundred (100) miles of an office or an address of an i’MAGiNT Certified individual who publicly provides i’MAGiNT LiFE products or services, or an office of i’MAGiNT LiFE which distributes or sells products or provides services pertaining to i’MAGiNT LiFE. Additionally, for a period of two (2) years after the termination of this Agreement, Licensee expressly agrees not to solicit, market, or sell any product or service to current or former i'MAGiNT Clients or contacts, including ones pre-dating this Agreement whose business was later cultivated under this Agreement.

Licensee expressly consents that Principal will suffer irreparable harm with no monetary remedy if Licensee violates the non-compete provisions of this paragraph 15. In the event of Licensee’s violation of the non-compete provisions of this paragraph, Licensee expressly consents to equitable relief for Principal to enforce the non-compete provisions of this paragraph, and that Licensee shall bear all of Principal’s attorneys’ fees, court costs, and other costs, incurred for pursuing such equitable relief.

16) Proprietary System and Intellectual Property

Licensee expressly agrees that the i’MAGiNT LiFE system, in its entirety, is Principal’s proprietary property. Principal exclusively owns all rights, including but not limited to all intellectual property rights, to the i’MAGiNT LiFE system, its teachings, its products, its services, and the like. Such intellectual property rights include all patent rights, trademarks, copyrights, trade secrets, and the like, that are associated with the i’MAGiNT system. Licensee expressly agrees never to misappropriate, or to assert, any right to such Principal’s proprietary property. Licensee expressly agrees not to copy or otherwise reproduce a likeness, or create a related, similar, or derivative version of any i'MAGiNT Product, Kit, Accessory, or the like, whether for personal use, for use by others, or for commercial sale.

17) Non-Disclosure

Licensee expressly agrees that the i'MAGiNT LiFE system is for its personal and commercial use only in accordance with the terms of this Agreement. Licensee shall not share it with, discuss it with, or disclose it to, anyone outside the scope of this Agreement. Licensee expressly agrees to share any portion of the i'MAGiNT System only for purposes of instructing i'MAGiNT Clients and promoting i'MAGiNT sales, and then only to the appropriate extent necessary to serve that purpose.

18) Termination

This Agreement may be terminated at will by either party with fourteen (14) days written notice to the other party. This Agreement shall automatically terminate upon death or permanent disability of Licensee.

Licensee’s i’MAGiNT Certification shall terminate upon the termination of this Agreement. Upon termination of Licensee’s i’MAGiNT Certification, Licensee may no longer represent itself to the public as an i’MAGiNT Teacher, as an i’MAGiNT Coach, as an i’MAGiNT Representative, or as affiliated with i’MAGiNT LiFE in any manner.

This Agreement shall be deemed terminated by default if Licensee fails to provide i’MAGiNT LiFE products or services, pursuant to this Agreement, to the public for a consecutive period of one (1) year.

Upon termination of this Agreement, any monies owed by Licensee to Principal shall become due immediately. Licensee expressly agrees to tender all such monies owed to Principal no later than fourteen (14) days from the date of termination.

Further upon termination of this Agreement, Licensee shall immediately return to Principal all unsold i’MAGiNT Products and Accessories. Licensee shall be solely responsible for the costs of returning such items to Principal, and Licensee shall not be entitled to any refund for the items.

19) Renewal and Revision

This Agreement shall remain in effect until it is terminated pursuant to the terms andprovision of this Agreement. Alternatively, this Agreement shall terminate automatically upon the death or incapacity of Licensee.

Principal may amend the Cost Schedule from time to time. Unless otherwise specified by Principal, the version of the Cost Schedule in effect at the time of a transaction or at the time of interpretation of this Agreement will govern. A revised Cost Schedule shall be effective as of the date Principal provides Licensee notice and a copy of the revised Cost Schedule.

20) Breach

Any violation of a term or provision of this Agreement, any incomplete or mistaken nonperformance of any obligation provided hereunder, any material nondisclosure or omission of any material fact, or any failure to perform a covenant provided hereunder, by Licensee, shall constitute a breach of this Agreement. Licensee shall be liable for all damages and costs resulting from such breach, including Principal’s attorney’s fees.

In the event of a breach of a term or provision of this Agreement by Licensee, Principal shall have the right to immediately terminate this Agreement by providing Licensee notice thereof. Alternatively, Principal may, at its sole discretion, give Licensee notice of the breach with an amount of time to cure the breach. Licensee’s failure to cure the breach within the provided time shall give Principal the right to immediately terminate this Agreement by providing Licensee notice thereof.

21) Equitable Relief

All parties acknowledge that Licensee’s breach or threatened breach of certain obligations under this Agreement may result in irreparable harm to Principal that cannot be adequately relieved by money damages alone. Accordingly, all parties hereby acknowledge their mutual intent that in the event of any such breach, or threatened breach, Principal shall be entitled to all applicable equitable remedies, including injunctive relief, without Principal being required to post any security. Licensee expressly agrees with, and consents to, the equitable relief contemplated by this paragraph.

22) Binding Agreement

This Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, successors, assigns, and personal representatives.

23) Non-Assignment

Licensee's rights under this Agreement may not be assigned without the prior written consent of Principal, which consent will be given only in accordance with applicable laws and regulations, and which consent shall not result in a violation of any terms or provisions of this Agreement. Providing such consent shall be at Principal’s sole discretion.

24) Additional Documents

All parties agree to execute all contracts, agreements, invoices, and any other additional documents, as may be reasonably necessary to carry out the terms, conditions, obligations, etc, contemplated by this Agreement.

25) Future Agreements

No provision of this Agreement may be construed to limit, include, or exclude, any future terms, transactions, or agreements between the parties. However, all such future terms, transactions, agreements, etc, shall be in writing and executed by all parties thereto.

26) Integration

This Agreement is entered into by each of the parties without reliance upon any statement, representation, promise, inducement, or agreement not expressly contained herein. This Agreement constitutes the entire understanding and agreement between the parties.

27) Severability

If any term or provision of this Agreement is unenforceable under applicable law, it shall not affect the validity or enforceability of the remaining terms and provisions. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may revise such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.

28) Representation of Authority

Each person signing this Agreement represents and warrants that he or she is duly authorized to, and has the legal capacity to, execute and deliver this Agreement on behalf of whom he or she has signed. Each party further represents and warrants that the execution and delivery of this Agreement creates a valid and legal contract that shall be legally enforceable and binding upon such party, requiring performance of such party’s obligations hereunder.

29) Counterparts

This Agreement may be executed in any number of copies, each of which shall be deemed to be a counterpart original.

30) Binding Arbitration

All claims and disputes arising under, or relating to, this Agreement shall be settled by binding arbitration.

Arbitration shall be conducted by the American Arbitration Association (“AAA”), and the parties shall be bound by any and all rules of AAA and any award or decision rendered. Any award or decision resulting from such arbitration proceeding shall be in writing. Any such arbitration shall be conducted by an arbitrator mutually agreeable to both parties, and shall include a written record of the arbitration hearing.

An award of arbitration may be confirmed in a court of competent jurisdiction.

31) Governing Law

This Agreement is governed by the laws of the State of Nevada.

By checking the box labeled 'I have read and agree to the terms and conditions' located on this page, Licensee acknowledges that they have read and agree to the terms and conditions of this licensing agreement. Licensee further acknowledges that they have selected the appropriate training program and agree to pay the training fee associated with that program as outlined in the Cost Schedule.