ADAMANTINE YOGA CERTIFIED TEACHER AGREEMENT

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1 ADAMANTINE YOGA CERTIFIED TEACHER AGREEMENT To become a Certified Teacher, you must successfully graduate from an Adamantine Yoga Teacher Training, complete and return the Adamantine Yoga Certified Teacher Agreement, and pay the Certification Fee. By completing the Adamantine Yoga Certified Teacher Agreement you agree to follow the terms and conditions set forth therein, and any additional policies and guidelines referenced in the Adamantine Yoga Certified Teacher Agreement, including but not limited to the Trademark Guidelines, all of which can be found on the AdamantineYoga.com website. 1. DEFINITIONS 1.1 The term "Agreement" refers to the Adamantine Yoga Certified Teacher Agreement and any additional policies and guidelines referenced herein, as such may be amended or modified from time to time. 1.2 The terms "we", "us", and "our" refers to Adamantine Yoga, LLC. 1.3 The "Adamantine Marks" are the trademarks Adamantine and the logo shown at the top of this Agreement. 1.4 The Adamantine Sequence is a choreographed and copyrighted body of work approved by us for the personal and professional use of Adamantine Yoga Certified Teachers. 1.5 The "Adamantine Written Materials" include but are not limited to the Practice Manual, log book, poster, teacher training manuals, advertising and promotional materials, resources, templates and other educational materials for personal mastery and professional use available on the AdamantineYoga.com website. 1.6 The terms "you" and "your" refers to the Certified Teacher who completes and signs this Agreement. 2. FEES 2.1 You agree to pay the Certification Fees described on the Agreement (the "Certification Fees"). Certification Fees are to be paid on a yearly basis, and are automatically withdrawn via our automated payment system. Certification Fees are subject to periodic review by Adamantine Yoga, LLC, in its sole and absolute discretion. Within thirty (30) days of the anniversary date of your initial payment, you will be notified by Adamantine Yoga, LLC of the then current Certification Fee, which will be billed to you upon the renewal of your Certified Teacher Agreement. 3. TERM AND TERMINATION 3.1 Term. Your Certified Teacher status will commence on the day that you begin paying Certification Fees (the "Effective Date") and will continue for an initial term of 12 months. On each anniversary of the Effective Date, your license will renew automatically for an additional term of 12 months. We will notify you by of the renewal at least 30 days prior to the expiration of the then-current term. You may cancel your license auto-renewal by providing us with advance written notice AT LEAST 15 days before your license is scheduled to auto-renew. 3.2 Termination by You. After your first 12-month term, you may cancel or terminate your Certified Teacher license at any time by providing us with 15 days advance written notice. 3.3 Termination by Us. We have the right to terminate your Certified Teacher license at any time, with or without cause, by providing you with written notice of termination. If we terminate your license prior to the end of a 12-month term, we will reimburse you for the remaining portion of the term on a pro rata basis.

2 4. GENERAL PROVISIONS 4.1 Relationship. The relationship of the parties is not, and will not be, considered to be a joint venture, partnership, franchise or distributorship. Neither you nor we will make any representation to any third party that would create any perception or appearance of a joint venture, partnership, franchise or distributorship between the parties to this Agreement. Neither you nor we will have the power to bind or obligate the other except as specified in the Agreement. You acknowledge that we are not in a fiduciary relationship with you and that, as a Certified Teacher, you will function as an independent contractor and not as an employee. This Agreement does not create an employer-employee relationship between the parties hereto. 4.2 Waiver. A waiver of any breach of any provision, term, covenant, or condition of the Agreement will not be a waiver of any subsequent breach of the same or any other provision, term, covenant, or condition. No waiver of any provision of the Agreement is effective unless set forth in writing and signed by the party granting the waiver. 4.3 Entire Agreement. The Agreement constitutes the entire agreement with respect to your Certified Teacher license and supersedes all prior agreements, correspondence, representations, communications and negotiations between the parties that relate to the same subject matter. 4.4 Modifications. You acknowledge that we may update and/or modify the Agreement from time to time at our sole and absolute discretion. We will provide notice of any changes or modifications to the Agreement to all Certified Teachers via , and all such changes or modifications will take effect immediately after such notice. If you do not agree to any future changes and/or modifications, you must terminate your Certified Teacher license immediately. Otherwise, your continued payment of Certification Fees will confirm your acceptance of any changes and/or modifications. 4.5 Dispute Resolution. (a) Any controversy or claim arising out of or relating to the Agreement shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with the then current International Arbitration Rules. The arbitration will be heard by one arbitrator and conducted in Des Moines, Iowa, in English and according to the laws of the State of Iowa. If the parties cannot agree upon an arbitrator within 30 days of filing, it is agreed that the tribunal will appoint an arbitrator. (b) Notwithstanding the preceding, we may in our sole discretion, waive our rights under Section 4.5(a) above and have any dispute arising out of or related to the Agreement resolved by the courts set forth in Section 4.6 below, and in that case, you agree those courts will have exclusive jurisdiction in relation to that dispute. 4.6 Governing Law, Jurisdiction and Venue. The Agreement is governed by the laws of the State of Iowa. Any controversy or claim arising out of or relating to the Agreement must be brought in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa. Each party (a) irrevocably submits to the exclusive jurisdiction of such court in any such proceeding, (b) waives any objection it may have to venue or convenience of forum, (c) agrees that all claims in respect of the suit or action will be heard and determined only in such courts, and (d) agrees not to bring any proceeding in any other court. 5. PROFESSIONAL TEACHING LICENSE 5.1 Overview. If you choose to share Adamantine in a professional capacity, this Agreement provides you with a teaching license as set forth below. The Adamantine Marks, the Adamantine Sequence and the Adamantine Written Materials are the property of Adamantine Yoga, LLC. Individuals who teach Adamantine without having a current Certified Teacher license are in violation of trademark and copyright laws. Any professional use of the Adamantine Marks, the Adamantine Sequence and/or the Adamantine Written Materials that is not expressly permitted under this Section 5 requires advance written approval from Adamantine Yoga, LLC. We welcome and encourage you to perform or teach any other forms of movement that you would like, so long as you do not associate the Adamantine Marks, the Adamantine Sequence and/or the Adamantine Written Materials with such other forms of movement. 5.2 Adamantine Classes. We grant you a non-exclusive, non-transferable license to use the Adamantine Marks, the Adamantine Sequence and the Adamantine Written Materials to teach one-on-one or group Adamantine classes. You may use Adamantine or Adamantine Yoga in your class title and identify yourself as an Adamantine Yoga Teacher. Despite any terms herein arguably to the contrary, you are not granted under this agreement any rights to use the Adamantine marks and/or the Adamantine Sequence on any useful or aesthetic products or items even if they are used for advertising Adamantine Classes. Page 2 of 5

3 5.3 Specialty Classes and Trainings. The license granted in Section 5 only includes the right to teach Adamantine one-on-one or Adamantine group classes once you have completed the appropriate certification(s). The license granted in Section 5 does not include the right to teach Adamantine teacher trainings. 5.4 Workshops. This license grants you a non-exclusive, non-transferable license to use the Adamantine Marks, the Adamantine Sequence and the Adamantine Written Materials to teach workshops. 5.5 Reservation of Rights. We retain the right to use, and/or license other persons to use, the Adamantine Marks, the Adamantine Sequence, and/or the Adamantine Written Materials for any purpose and to market, sell, license, lease or otherwise provide to any other person the same types of services and products that we make available to you as a Certified Teacher. 5.6 Limitations on Use of Adamantine Marks. You are required to follow the Trademark Guidelines posted on the AdamantineYoga.com website in connection with your use of the Adamantine Marks. The Trademark Guidelines apply to all uses of the Adamantine Marks, whether in print media, websites, webpages, or social media forums. Among other things, the Trademark Guidelines prohibit the use of the Adamantine Marks as part of any corporate name, trade name, domain name, or social media name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. We reserve the right to review your use of the Adamantine Marks. Upon our request, you will cease using the Adamantine Marks in any manner that we believe in good faith to be in conflict with the Trademark Guidelines, our ownership of the Adamantine Marks and/or the Adamantine brand. You will not at any time, directly or indirectly, use trademarks that are confusingly similar to the Adamantine Marks. 5.7 Limitation on Use of Adamantine Written Materials. You will not alter the Adamantine Written Materials in any way. Unless you have received prior written approval from Adamantine Yoga, LLC, you will not copy, reprint or disseminate any of the Adamantine Written Materials. 6. PROFESSIONALISM AND ETHICS 6.1 Professionalism and Ethics. You agree that all classes you provide in connection with the Adamantine Marks will be of professional quality and that in operating your business you will follow the highest standards of honesty, integrity and fair dealing. You will not do anything that would tend to discredit, dishonor, reflect adversely upon, or in any manner injure the Adamantine brand or the goodwill associated with the Adamantine Marks 7. PROMOTING AND PROTECTING THE BRAND 7.1 Advertising. All advertising and promotional activities that you undertake must be in good taste, must display a high degree of consistency with our branding, and must reflect favorably on the Adamantine brand. Upon our request, you agree to submit to us, prior to use, all advertising, promotional and public relations plans and materials you develop. When you submit materials, you must include a description of how you propose to use the materials, in what media they will be published, and any additional information we may request. We will have 30 business days after you submit your plans and materials to approve or disapprove the submitted items. If we require additional information concerning your plans and materials, we can extend this approval period for a reasonable time following the receipt of the requested information. If we do not disapprove of the materials and/or plans within 30 days of our receipt of the items, plus such additional time as we may reasonably require, the items will be considered approved. For the protection of the Adamantine Marks, we have complete and absolute discretion when deciding whether to approve your advertising and promotional materials, plans, programs and activities and/or to require you to stop using any materials, plans, programs, or activities, even if we have approved them previously. You agree to refrain from using the Adamantine Marks on or in conjunction with any useful or aesthetic products or items even if such use serves an advertising purpose. 7.2 Company Actions. We, at our own expense and in our absolute discretion, may commence, prosecute and/or settle any infringement, copyright, unfair competition or any other action relating to any of the Adamantine Marks, the Adamantine Written Materials, and/or the Adamantine Sequence and will retain any award or settlement obtained as a result thereof. You agree to comply with all reasonable requests made in connection with any matter relating to protection or enforcement of our rights to the Adamantine Marks, the Adamantine Written Materials and/or the Adamantine Sequence. We will reimburse you for direct expenses incurred at our request under this section. 7.3 Notice of Claims and Inquiries. You agree to notify us immediately of any legal demand, action, suit or proceeding (any "Claim"), or any inquiry by a governmental agency or official, and/or any media outlet, relating to Adamantine. We may, on your behalf, undertake the defense of any Claim that we reasonably believe is likely to have a significant impact on the Adamantine brand and/or the Adamantine Marks. If we undertake the defense of any Claim on your behalf, you will be required to pay all reasonable costs and expenses, including any attorney fees that we incur in connection with the Claim. We may voluntarily assist with such costs and expenses as we determine in our sole discretion. Page 3 of 5

4 7.4 Discontinuation of Use. Upon termination of your Certified Teacher license, you must immediately discontinue using the Adamantine Marks, the Adamantine Sequence, and the Adamantine Written Materials, and shall immediately and at your own cost, remove signs and materials related to the Adamantine Marks from any owned or leased facilities, cease using any brochures, flyers, directories or other means of communication whereby you are identified using the Adamantine Marks, and remove the Adamantine Marks from any websites, or social media pages under your control. 8. TRANSFER 8.1 Transfer by Us. We may assign or transfer all or any part of our rights or obligations under the Agreement to any person or legal entity. If we do so, the Agreement will be binding upon and inure to the benefit of our successors and assigns. 8.2 Transfer by You. You acknowledge that your rights and duties as a Certified Teacher are personal to you and that you may not transfer any rights or obligations under the Agreement. 9. INDEMNITY, INSURANCE AND LIMITATION OF LIABILITY 9.1 Indemnity. You agree to defend, indemnify and hold harmless, us, our affiliates, and our and their respective officers, directors, owners, agents, and employees, from all fines, suits, proceedings, claims, demands, actions, losses, attorney fees and damages arising out of your use of the Adamantine Marks and/or any acts or omissions of you, your employees and/or your agents. 9.2 Insurance. At all times during which you are operating a business that uses the Adamantine Marks, you shall, at your own expense, maintain in full force and effect with a reputable insurance carrier comprehensive general liability insurance in the minimum amount of $1,000,000 per occurrence and $3,000,000 in the aggregate, including coverage for professional liability, personal injury, products liability and damages to rented premises. Your insurance policies must contain a separate endorsement naming Adamantine Yoga, LLC as an additional insured and must be written as primary policies, without limitation in any way as a result of any insurance that Adamantine Yoga, LLC maintains. Your insurance policies must not contain a coinsurance provision or have a deductible in excess of $5,000. Your insurance policies must require that Adamantine Yoga, LLC be given 30 days' written notice of cancellation. You must deliver to us at any time upon demand, Certificates of Insurance evidencing compliance with all of the requirements of this Section Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, AGENTS, AND EMPLOYEES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES IN EXCESS OF THE AMOUNT OF CERTIFICATION FEES PAID BY YOU. Page 4 of 5

5 ADAMANTINE YOGA CERTIFIED TEACHER SIGNATURE PAGE Name (print)... Phone Billing Address: Street... City... State... Postal Code... CERTIFICATION FEE The Certified Teacher license is billed as an annual fee of $97 that auto-renews in 12-month intervals. Certification Fees are subject to periodic review by Adamantine Yoga, LLC, and may be adjusted from time to time by Adamantine Yoga, LLC, in it's sole and absolute discretion. Within thirty (30) days of the anniversary date of your initial payment, you will be notified by Adamantine Yoga, LLC of the then current Certification Fee, which will be billed to you upon the renewal of your Certified Teacher Agreement. PAYMENT INFORMATION Credit or Debit Card: VISA/MC only Card Number... Expiration Date... CVV... Name on Card (print)... I have read and understand the Terms and Conditions of the Certified Teacher Agreement ("Agreement"), and I agree to its terms. I authorize Adamantine Yoga, LLC to initiate entries to my credit card for payment of the fee, and I will notify Adamantine Yoga, LLC of any changes to my account or account number. My license will RENEW AUTOMATICALLY on the anniversary date of the initial payment for subsequent periods of 12 months until the Agreement is terminated. Signature... Date...

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