LAGREE Fitness Certification Terms and Conditions Thank you for enrolling at our LAGREE Fitness® Certification Program. Please read this LAGREE Fitness Certification Terms and Conditions (the “Agreement”) carefully! This Agreement constitutes the terms governing your enrollment in LAGREE Fitness® Certification Program. By purchasing, enrolling in, or participating in the LAGREE Fitness Certification Program from LAGREE Fitness, Inc. (collectively, “LAGREE Fitness”, “we”, “our” or “us”), you agree to the provisions of these LAGREE Fitness Certification Terms and Conditions. If you do not agree with the terms of this Agreement, please do not purchase, enroll or participate in the LAGREE Fitness® Certification Program. 1. LAGREE Fitness® Certification a. Course Material. Once you purchase and enroll in the LAGREE Fitness® Certification Program (“Certification Program”) you will receive access to our comprehensive course materials and participate in a certification workshop. At the certification workshop, you will learn in-depth details surrounding LAGREE Fitness and your knowledge will be tested by a written and performance-based examination. Once you pass the test you will receive your LAGREE Fitness Certification (“LAGREE Fitness Certification”). Being LAGREE Fitness certified grants you in-depth understanding of our unique methodology and equipment, access to on-going material available to members only at our website, and limited license rights as detailed in this Agreement. b. Requirements. To become LAGREE Fitness certified you must be: (a) at least 18 years old, (b) purchase the LAGREE Fitness Certification program, (c) attend an LAGREE Fitness Certification workshop, and (d) pass the required exam. If you do not successfully pass the exam, you may attend another certification workshop and retake the exam. c. Where to Purchase. To purchase the LAGREE Fitness Certification program please go to www.Lagreefitness.com or contact us via email. After you purchase the program, we will send you access to the course material and information. The course material is for you only and may not be disseminated or shared with any other person without our prior written approval. You must review the course material before attending the workshop. You must schedule a LAGREE Fitness Certification workshop when you purchase the certification program which is made available on a first-come first-served basis. d. Rescheduling; Refunds. i. By You. You may reschedule a certification workshop although we reserve the right to apply rescheduling fees as follows: you may reschedule at any time more than 60 days prior to the scheduled certification workshop. Rescheduling 60 days or less prior to the scheduled certification workshop may incur a rescheduling fee. ii. By Us. We make every reasonable effort to hold each scheduled certification workshop as scheduled but we reserve the right to postpone or cancel the certification workshop in our sole discretion due to reasons such as low enrollment, inclement weather, or other unforeseen circumstances. iii.

Refunds. No refunds are allowed.

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e. Access to our Members-Only Website area. Once certified, you will gain access to the members only area on our website (training.lagreefitness.com/) which will give you access to additional exclusive content and benefits which may include additional continuing education materials, marketing material, additional routines and movements, as well as training tips from Sebastien Lagree, additional rights to use LAGREE Fitness Intellectual Property (defined below), and other unique benefits. 2. INTELLECTUAL PROPERTY AND LICENSE a. Intellectual Property. You acknowledge and agree that LAGREE Fitness is and at all times will be the sole owner of (a) all trademarks, trade names , trade dress, logos, other indicia of origin, designs, inventions, patents, original works of authorship and other copyright-protected materials, trade secrets, methods and processes, concepts, ideas, know-how, and other intellectual property or proprietary information that LAGREE Fitness owns and/or uses on or in connection with its products, services and/or business, including the LAGREE Certification Program (collectively "LAGREE Fitness Intellectual Property"); and (b) all advertisements, promotional or marketing materials, still and moving images and other recorded material (including digital and other forms of material), text, prints, packaging, and any other materials LAGREE Fitness owns and/or uses on or in connection with its products, services and/or business including the LAGREE Fitness Certification Program (collectively with LAGREE Fitness Intellectual Property, "LAGREE Fitness Materials"). b. Limited License. Subject to your passing the Certification Program testing, meeting the Certification Program requirements, and your compliance with this Agreement and any applicable laws, rules or regulations, you are acquiring and LAGREE Fitness grants you a personal, non-transferable, revocable, limited, non-exclusive, non-sublicensable license to use certain LAGREE Fitness Intellectual Property solely in the form and manner provided to you, including the right to download and display your personal LAGREE Fitness diploma for your own personal use. You agree you will not make any use of any LAGREE Fitness Intellectual Property and LAGREE Fitness Materials except as permitted by this Agreement. You must obtain prior, express, written approval from us to use any other LAGREE Fitness Materials or any intellectual property owned by LAGREE Fitness that is not identified in this paragraph. Your use of LAGREE Fitness Intellectual Property should comply with any applicable trademark usage guide(s), brand guideline(s) and this Agreement. c. Acknowledgement. You acknowledge and agree that LAGREE Fitness is and at all times has been and will be the sole and exclusive owner of all rights in and to the LAGREE Fitness Materials, including associated goodwill. You agree not to do anything inconsistent with LAGREE Fitness's sole and exclusive ownership. Nothing in this Agreement shall be construed as a transfer or assignment of any rights to you. Any and all use by you of the LAGREE Fitness Materials shall inure to the sole benefit of LAGREE Fitness. You agree that you will not make any modification to any LAGREE Fitness Materials, or use, exploit, or exhibit any LAGREE Fitness Materials except as authorized in this Agreement. d. No Derivative Works/Reproduction. You agree not to copy, reproduce, create derivative works of, distribute, sell or otherwise use any copyright-protected material, LAGREE Fitness Materials, or any other content owned or used by LAGREE Fitness.

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e. No Registrations, Domains, SEO, SEM, IDs, Social Media Names. You agree not to: (a) apply for, register or attempt to register LAGREE Fitness, any LAGREE Fitness Intellectual Property, any LAGREE Fitness Materials or anything that includes or is similar to those for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrights, domain names, or other identifiers of source or forms of intellectual property or Internet designations; (b) use any of these materials for search engine optimization (SEO) or search engine marketing (SEM), as or in any account name, user ID or other handle within any blogs, social networking websites, or any "posting" sites including (for example only) Facebook, YouTube, MySpace, BlogSpot, Flickr, or Twitter; or (c) use any of these materials as the numbers/designations within a phone number (for example, 1-800-LAGREE-FITN). Without the express written consent of LAGREE Fitness, you may not use any LAGREE Fitness Material, including any videos, text or other content owned or used by LAGREE Fitness on or in connection with its own websites, products, services, or marketing and advertising. f. No Combination with Third Party Intellectual Property. You must not offer any third party products or services to customers/clients in connection with your promotion or teaching of LAGREE Fitness classes or training or combine any LAGREE Fitness Materials in media that also contains third party intellectual property (e.g., trademarks, trade names, logos, etc.). Using your LAGREE Fitness certified status or any LAGREE Fitness owned trademarks or other intellectual property to advertise, promote or sell any nonLAGREE Fitness products or services is prohibited. This paragraph applies to, for example, consumer products, apparel, equipment, accessories, supplements or nutrition products, and other items. g. Effective Date of Limited License. Your limited license is effective on the day LAGREE Fitness issues your certificate and ends with the Term, defined below. You must not use LAGREE Fitness Materials or to engage in LAGREE Fitness Promotional Activities until you have been issued the certificate. h. Licensed Certification Activities. Your limited license permits you to teach live LAGREE Fitness group exercise classes and provide LAGREE Fitness training to clients in one-on-one settings. You may teach LAGREE Fitness classes to multiple individuals subject to the restrictions below. LAGREE Fitness strongly recommends that you have experience teaching group exercise classes prior to offering LAGREE Fitness Classes. You may provide one-on-one LAGREE Fitness training to clients individually or in small groups subject to the restrictions below. LAGREE Fitness strongly recommends that you are a certified personal trainer prior to offering this type of one-on-one LAGREE Fitness training. i. Restrictions on Certification Activities. In addition to all other restrictions, terms and conditions in this Agreement, you agree that, without the prior, express, written approval of LAGREE Fitness, you will not: 

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Teach any LAGREE Fitness classes or provide one-on-one LAGREE Fitness training in a gym, community center, hotel, church, school, other fitness facility, or other facility unless that facility or venue has entered into an equipment purchase and license agreement with LAGREE Fitness. Teach any LAGREE Fitness classes or provide one-on-one LAGREE Fitness training that does not follow the overall principles, structure, integrity and sequence of the LAGREE Fitness workouts. Although the entirety of the LAGREE Fitness program need not be

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followed precisely, each particular workout should be taught or instructed using the principles from and structure of the LAGREE Fitness workouts. Create any workouts or teach or instruct any classes that include or consist of LAGREE Fitness workouts combined with any other workout, exercise or fitness routine, whether from a third party or otherwise. For example, you may not create or teach any hybrid classes such as LAGREE Fitness /Yoga, LAGREE Fitness /Zumba, LAGREE Fitness /CrossFit, or any other combination of products, workouts or exercises without the prior approval from Lagree Fitness and/or Sebastien Lagree. Directly or indirectly engage in any activity that may be interpreted as you being an employee or agent of LAGREE Fitness. Use any name for your LAGREE Fitness classes or one-on-one LAGREE Fitness training other than "LAGREE Fitness ® Class" or " LAGREE Fitness ® Training" or otherwise approved in this Agreement or by LAGREE Fitness on its website in connection with the Certification Program. You have no right to and may not "certify" others in the LAGREE Fitness Certification Program. You may not sub-license, rent, transfer or otherwise allow any third party to use your rights under this Agreement, including your LAGREE Fitness Certification or LAGREE Fitness Materials

j. Conduct. You agree to act in a legal, professional, non-detrimental, non-disruptive, and appropriate manner at all times. You must not act in any lewd, sexist, racist, discriminatory, off-color, illegal, or other inappropriate or offensive manner, or in any manner that diminishes the value of the LAGREE Fitness Intellectual Property or associated goodwill, or the LAGREE Fitness Materials generally. LAGREE Fitness reserves the right in its sole discretion to determine what conduct is detrimental, disruptive or inappropriate. You acknowledge and agree that your conduct may directly impact LAGREE Fitness, the Certification Program (including the Certification Workshops), the LAGREE Fitness ®, and other LAGREE Fitness Intellectual Property and associated goodwill, and/or any LAGREE Fitness Materials, products or services. You agree to comply with any direction from LAGREE Fitness regarding your conduct and that this Agreement may be terminated immediately by LAGREE Fitness as a result of your conduct. You should maintain a working knowledge of all LAGREE Fitness products and services so that you can answer any questions that may arise from customers or clients you teach. You can learn more at www.lagreefitness.com k. Non-Disparagement. While LAGREE Fitness welcomes constructive input and suggestions, you must not make negative comments and remarks in any forum (oral, online, written, or while providing instruction or training) about the LAGREE Fitness brand or program, LAGREE Fitness Certification or the Certification Program, Sebastian Lagree, LAGREE Fitness’s personnel (e.g., directors, owners, employees, consultants, partners), or LAGREE Fitness 's other products or services. l. Licensed Promotional Activities. LAGREE Fitness Certified individuals must safeguard and promote the good reputation of LAGREE Fitness and LAGREE Fitness Intellectual Property (including the LAGREE Fitness ®, and all other brands of LAGREE Fitness, as well as all LAGREE Fitness Materials, products and services). Any advertising or marketing activities you conduct must follow the terms of this Agreement. Those activities must not be discourteous, illegal, offensive, deceptive, misleading, unethical or immoral. You are responsible for the accuracy, legality, and legitimacy of any and all content in your 4 | P a g e    

promotional materials. You agree not to change or modify promotional materials provided to you by LAGREE Fitness for use in connection with your LAGREE Fitness Certification services, including the LAGREE Fitness Certified logo and all other LAGREE Fitness Intellectual Property A LAGREE Fitness Certified individual may use a personal website or other online communication media (e.g., blog sites, social media, message boards) to promote his/her LAGREE Fitness Certified status or services. 3. TERM, TERMINATION, REVOCATION a. Term, Continuing Education, and Renewal. This Agreement is effective upon your purchase of the Certification Program and continues in perpetuity after LAGREE Fitness issues your certificate ("Term"). b. Termination/Revocation. Your LAGREE Fitness Certified status may be revoked or terminated immediately by us in the event that: (i) you breach any term, condition, or provision of this Agreement or fail to comply with LAGREE Fitness 's privacy policy and website terms of use (located at www.lagreefitness.com). c. Actions Upon Termination/Revocation. Upon termination or revocation, you must immediately cease all Certification and Promotional Activities, including any and all use of your LAGREE Fitness Materials (including referring to yourself in any manner as LAGREE Fitness Certified). 4.

REPRESENTATIONS, WARRANTIES.

a. Your Representation. You acknowledge, covenant, represent, and warrant that you have the full authority to enter into this Agreement and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties; (iii) you, any services you provide, and your Certification and Promotional Activities comply with all applicable international, federal, state and local laws, rules and regulations; and (iv) you have not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted in this Agreement. b. LAGREE Fitness Representation. LAGREE Fitness acknowledges, covenants, represents, and warrants that it has the full authority to enter into this Agreement and entering into this Agreement does not violate or conflict with any other agreements or obligations to any third parties; (iii) any services it provides, and the Certification and Promotional Activities comply with all applicable international, federal, state and local laws, rules and regulations; and (iv) it has not engaged in and will not engage in any activity, commitment, or agreement inconsistent with or in derogation of the rights granted in this Agreement..

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5. LIMITATION OF LIABILITY; ASSUMPTION OF RISK; INDEMNIFICATION. a. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, A PARTY'S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE AMOUNT PAID BY YOU TO PURCHASE AND ENROLL IN THE LAGREE FITNESS CERTIFICATION PROGRAM. EXCEPT IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS AND/OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. b. Assumption Of Risk/Waiver. You understand and acknowledge that particular aspects of the LAGREE Fitness Certification Program will include physical activity and use of equipment, and that there are certain risks associated with those activities and equipment, including risk of serious injury. You expressly and voluntarily assume all risk and, to the extent permitted by law, waive any and all actual or potential claims against LAGREE Fitness (including its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or corporation(s) acting with its permission or authority) arising from or related to your participation in the LAGREE Fitness Certification Program, including the associated physical activity and equipment. c. Indemnification. You agree to indemnify and hold harmless LAGREE Fitness, its parents, affiliates, subsidiaries, representatives and assigns, employees, officers, owners, attorneys or any person(s) or companies acting with its permission or authority, from any third party claim, action, demand, loss, or damages (including attorneys' fees) arising from or relating to your purchase of or participation in the LAGREE Fitness Certification Program, any instructional, training or other services provided by you in connection with LAGREE Fitness or the LAGREE Fitness Certification Program, or any violation by you of this Agreement.

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6. GENERAL PROVISIONS a. No Guaranty of Income. LAGREE Fitness does not guarantee any level of success or income generated by or in connection with the LAGREE Fitness Certification Program or being LAGREE Fitness Certified. b. Your Relationship with LAGREE Fitness. You acknowledge and agree that your participation in the LAGREE Fitness Certification Program does not establish an employer/employee, partnership, franchise, agency, joint venture or other similar relationship between you and LAGREE Fitness. Neither party shall have, or represent itself as having, the authority to bind or commit the other party in any way, or to incur any liability in the name of or on behalf of the other party. You agree not to make any statements or take any actions that may confuse or mislead any person regarding the nature of the relationship between you and LAGREE Fitness. c. Notices. All notices, requests, demands and other communications given or made under this Agreement shall be in writing and shall be deemed received (i) on the same day if delivered in person, by same-day courier or by electronic mail transmission to the signatory or another person known to the Parties to receive communications regarding the Agreement (provided transmission may be proved), (ii) on the next day if delivered by overnight mail or courier, or (iii) three (3) business days after the date of deposit in U.S. mail for delivery in the U.S. or seven (7) days if by international mail. Any of the Parties to this Agreement may from time to time change such Party's address for receiving notice by giving written notice or according to LAGREE Fitness’s established policies. d. No Waiver. Any waiver of any provision of this Agreement or of a party's rights or remedies under this Agreement must be in writing signed by the party against which the waiver is sought to be enforced. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time is not a waiver of that party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice that party's right to take subsequent action. Waiver of any provision shall not be deemed to waive a subsequent violation of the same provision or violation of any other provision. Any delay by LAGREE Fitness in exercising any right or remedy under this Agreement shall not operate as waiver of that right or remedy or affect its ability to subsequently exercise that right or remedy. e. Assignment. LAGREE Fitness may assign, transfer, sub-license, or sub-contract any of our rights or obligations under this Agreement at our sole discretion. You may not assign, transfer, license, sub-license or sub-contract any of your rights or obligations under this Agreement. f. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason invalid or unenforceable by a court of competent jurisdiction or other tribunal, then that provision shall be interpreted in a manner to give that provision as much effect as the law permits or severed from this Agreement, neither of which shall affect the validity and enforceability of any remaining provisions.

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g. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California (without regard to the choice of law or conflicts of law principles). In the event of a dispute arising out of or in any way relating to this Agreement or the LAGREE Fitness Certification Program, jurisdiction and venue shall be proper in the state or federal courts of the State of California, County of Los Angeles, and only in those courts. The parties irrevocably waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non-conveniens. To the extent allowed by law, the parties waive their right(s) to a jury trial in any action arising out of or in connection with this Agreement and the LAGREE Fitness Certification Program. The parties further agree that any claims, disputes, or actions of any kind shall be resolved individually and without resort to any form of class action. h. Entire Agreement. This Agreement, together with LAGREE Fitness’ privacy policy and website terms of use (located at www.lagreefitness.com), constitute the entire agreement between the parties concerning the subject matter of this Agreement. The parties affirm that there are no side or collateral agreements, understandings, courses of dealing or trade usages that modify, vary, explain or supplement this Agreement and that no prior communications or documents constituted any agreement regarding the subject matter of this Agreement.

Please initial each page and date and sign here:

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