This Agreement (“Agreement”) by and between Lucidly, Inc., an Oregon corporation, located at 121 SW Morrison Street, Suite 600, Portland, OR 97204 (“Lucidly”) and (“Company”) is entered into and effective as of the later of the two signature dates set forth in signature block below (the “Effective Date”).

This Agreement consists of this signature page and the following attachments hereby incorporated by reference into this Agreement:

IN WITNESS WHEREOF, the parties intending to be legally bound have caused this Agreement to be executed by their duly authorized representatives below, and intend it to be effective as of the Effective Date.

Statement of Work Subject to the terms of this Agreement, the services, deliverables, and obligations of both Lucidly and Company shall be according to the terms in this (“Work”). To the extent that the terms of this Statement of Work conflict with any of the General Terms and Conditions of this Agreement, the terms in this Statement of Work will supersede the conflicting terms.

Lucidly Coaching and Consulting

Lucidly will provide the services outlined in the Statement of Work, and other related services to Company, upon Company request. The initial services provided and respective pricing, if any, is provided in the Proposal of Services. Any future changes to the details of the services requested including the specific deliverables, due dates, pricing per product or service, and any other terms will be mutually agreed upon in good faith by the Parties and will be incorporated into this Agreement.

Company Deliverables

Company shall provide information and documentation that is under Company control and is needed as part of the Lucidly services and deliverables.

Deliverable Modification

Unless as otherwise specified in this Agreement, any changes to the Work must be agreed upon by both Parties in writing (email shall suffice) and will provide for equitable adjustments to the delivery, fees, and/or payment schedule to reflect such increase or decrease in the Work.

Consulting/Coaching and Application Use Manner and Scope

Company understands and agrees that any coaching or consulting provided by Lucidly is to provide helpful insights and analysis about the Company leadership, team, and individual dynamics, help with the successful adoption and utilization of the Application, as well as activating the insights gained by the services provided in this Agreement. Company agrees that it is solely responsible for the Company’s and its employee’s own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from any product or service provided by Lucidly in this Agreement. As such, the Company agrees that Lucidly is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any product or service provided by Lucidly. Company understands and agrees that any consulting and coaching provided is not therapy and does not prevent, cure, or treat any mental disorder or medical disease and does not involve the diagnosis or treatment of mental disorders and is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Company’s exclusive responsibility to seek such independent professional guidance as needed.

Lucidly User Terms and Privacy Policy

Company agrees that any use of the Lucidly Application will be governed by the Lucidly Application Terms of Service, which includes the Lucidly Privacy Policy, for all users who register and/or use the Lucidly Application. Additionally, Company agrees that Coaching Credit allocation, management, and expiration will be governed by Lucidly’s Application Terms of Service and the deliverables provided to Company by Lucidly in this Agreement will be governed by, in addition to the terms of this Agreement, Lucidly’s Privacy Policy.

Payment Terms

Unless otherwise agreed, Company shall pay Lucidly the fees associated with any products or service prior to Lucidly providing access to the Application and/or performing any of the services or Work related to this Agreement. These payments shall be non-refundable.

Taxes

Any fees charged to Company are exclusive of taxes. Company shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties, except for those taxes based on Lucidly’s net income.

Late Payment

If payment for any of the above fees is not received by its due date, Lucidly may, in its sole discretion, charge the Company a late fee amounting to 1.5% of the unpaid fee. Additionally, if payment for any of the above fees is not received by Lucidly within 15 calendar days from its due date, Lucidly may, in its sole discretion, suspend its obligations under this Agreement and prevent user access to the Application through the Company subscription code.

Fee Dispute

The Parties will work with each other in good faith to resolve any fee disputes. Lucidly agrees to promptly provide reasonable supporting material concerning verification of any disputed amounts.

Termination

Upon termination of this Agreement, Company shall owe Lucidly for any Work delivered to Company up to and including the date of such termination.

General Terms and Conditions

DEFINITIONS

“Party (Parties)” means either Lucidly or Company (or plural means both Lucidly and Company, collectively), as the case may be.

“Work” means the obligations and deliverables detailed in attached Statement of Work (SOW).

SCOPE OF WORK

Parties will work in good faith in developing a SOW that will detail the services and deliverables. Such services and deliverables may include, but are not limited to, the price, service levels and reporting required.

PAYMENT

Company will pay the fees and according to the terms outlined in the SOW attached to this Agreement.

CONFIDENTIALITY

“Confidential Information” means all information identified in written or oral format by the Disclosing Party as confidential, a trade secret or proprietary information, including without limitation, the terms and conditions of this Agreement, or given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. “Disclosing Party” is the party disclosing Confidential Information. “Receiving Party” is the party receiving Confidential Information. Except as otherwise expressly authorized by this Agreement or upon the Disclosing Party’s approval, the Receiving Party shall not disclose the Confidential Information to any third party other than persons who have a need to have access to and knowledge of the Confidential Information solely for the purpose of accomplishing the Receiving Party’s obligations under this Agreement (i.e. employees, independent contractors, volunteers, vendors). Each party shall take appropriate measures by instruction and agreement prior to disclosure to such third parties to ensure against unauthorized use or disclosure. The Receiving Party shall have no obligation with respect to information which (i) the Receiving Party can demonstrate was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is disclosed by the Receiving Party under a valid order created by a court or government agency, provided that the Receiving Party provides prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon written demand of the Disclosing Party, the Receiving Party shall cease using the Confidential Information and return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within ten (10) days of receipt of notice.

Disclaimer of WARRANTIES

Lucidly does not warrant or guarantee any specific level of performance or results. The Work and all products and services delivered to Company through this AgreEment are (except as expressly otherwise stated by Lucidly) provided “AS IS” and “as available” for Company use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of MERCHANTABILITY, merchantable quality, FITNESS FOR A PARTICULAR PURPOSE, durability, title, and non-infringement.

LIMITATION OF LIABILITY

In no case shall Lucidly, Its directors, officers, employees, affiliates, agents, contractors, interns, volunteers, suppliers, service providers, or licensors be liable for any indirect, incidental, punitive, special, or consequential damages of any kind, including without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from this agreement, including without limitation errors or omissions in any content, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Lucidly liability shall be limited to the maximum extent permitted by law. In no case shall Lucidly be liable for more than the amount of fees that Company paid for the ServiceS and/or WORK under THIS agreement.

Indemnification

Company agrees to indemnify, defend, and hold Lucidly harmless from any liability, damages, claim or demand, including reasonable attorney fees at trial and on appeal, made by any third-party arising from Company’s breach of this Agreement, Company’s deliverables, or Company’s violation of any law or the rights of a third-party.

Termination

Either Party may terminate this Agreement for any reason upon thirty (30) days written notice (email shall suffice). In the event of termination, Company shall owe Lucidly for any Work delivered to Company up to and including the date of such termination.

Notices

Notices sent by mail or personal delivery will be sent to the following address: William Anfuso, Lucidly, Inc 1900 NE 3rd St. Suite 106 #3024 Bend, OR 97701

Governing Law; Jurisdiction; Attorney’s Fees

This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Oregon without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue in the state and federal courts located in Multnomah County, Oregon. In any dispute concerning or arising under this Agreement or any transaction relating hereto, the prevailing Party will be entitled to reasonable attorneys’ fees and costs.

Independent Parties

This Agreement will not be construed to create a partnership, joint venture, agency or employment relationship between Company and Lucidly.

Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent of the other Party upon the sale by either Party of all or substantially all of such Party’s stock or assets. Subject to this Section, this Agreement will inure to the benefit of and be binding upon the heirs, successors, and assigns of the respective Parties.

Waiver

Neither party may waive or release any of its rights under this Agreement except in writing. The failure of the Parties to assert a right under this Agreement or to insist upon compliance with any term shall not constitute a waiver of that right by the Parties or excuse a similar subsequent failure to perform by the Parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via fax, email (including pdf or any electronic signature complying with the federal Electronic Signatures in Global and National Commerce Act of 2000 (e.g., www.docusign.com)) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Severability

If any provision of this Agreement is held to be invalid, such invalidity shall not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Entire Agreement

This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing, regarding the same subject matter.   This Agreement may be modified or amended only by an agreement in writing signed by Lucidly and Company.