This Membership Agreement ("Agreement") is made and entered upon the initial membership dues transaction date (the "Effective Date"), by and between an individual whose details are included below

and CR8TE Holdings, LLC, a Delaware Limited Liability Company ("Company"). The Member and the Company are collectively referred to herein as the "Parties" and individually as a "Party."

WHEREAS, the Parties are entering into discussions regarding a potential business relationship (the "Discussions"); and

WHEREAS, in connection with the Discussions, each Party (the "Disclosing Party") may be disclosing to the other Party (the "Receiving Party") certain information which is confidential and proprietary to the Disclosing Party; and

WHEREAS, in consideration of the receipt of such information, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, each Party agrees to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. Parties Involved. This Agreement is between the Member and the Company.

2. Membership Benefits. Membership in the Affiliate Organization ("AO") includes the following benefits:

• Access to training and resources for launching and managing an affiliate network

• Support services, including optional upsells such as the Affiliate Marketing System Installation product

• Future opportunities for certification as joint venture opportunity cultivators

• Training: If permitted by CR8TE Holdings, LLC, personnel and/or affiliates of the Member may be invited to attend dedicated training sessions to better understand the Company's Services.

  
  

3. Duration of Membership. The membership term is one (1) year from the Effective Date. Membership is subject to annual renewal upon payment of the applicable membership dues. Renewals occur automatically via subscription payment unless written cancelation notice is received.

4. Membership Fees. 

• Founding Members (the first 100 Members to join) shall pay annual membership dues of:

  1. Annual Lump Sum: $10,000/year (One-Time Payment, Renewed Annually)

  2. Payment Plan: $3,000 every three (3) months, totaling $12,000/year

  3. Payment Method: Stripe Subscription

• Payment Schedule: 

  1. Lump Sum: Annual Renewal on the anniversary date of sign-up

  2. Payment Plan: $3,000 every three (3) months (Ongoing Subscription)

• Additional Charges: Founding Members may purchase additional add-ons to their Membership from the Company at their discretion.

• Late Payments: Late payments may restrict access to membership perks and put any and all access on hold until payments are caught up.

5. Membership Fees Payment. If you are accepted into the Company's Affiliate Organization Membership Community ("Community"), you agree that your entire membership fee must be paid in full (or based on the terms of the payment plan set by the Company) before your membership officially begins. Even if you decide to stop actively participating in the Community at some point in the future, your payment is non-refundable. If your payment is not made as agreed, CR8TE Holdings, LLC may stop or end your membership in the Community. Even if you don't pay, you are still financially responsible for what you agreed to pay when you signed this agreement. By signing below, you agree to pay CR8TE Holdings, LLC the full Membership fee in exchange for being able to participate in and have access to the Community. If you don't make the agreed-upon payment(s), your account could be assessed late fees or be referred to collections. You agree to fulfill your obligations under this agreement.

6. Termination Conditions. This Agreement may be terminated by either Party under the following conditions:

• By the Member: The Member may terminate this Agreement upon thirty (30) days written notice to the Company. If the Member terminates the Agreement, there will be no refund of any portion of the annual membership dues.

  1. The Member has a one-week (7 days) window from the initial membership signup to withdraw their initial membership. If the Member withdraws within this period, they will receive a full refund of their first payment, less any payment processing fees. After this one-week period, no refunds will be provided.

• By the Company:

  • If the Member breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

  • Immediate termination if the Member engages in illegal activities or conduct that brings disrepute to the Company.

  • The Company reserves the right to revoke Membership from any Member for any reason at their sole discretion with written notice to the Member. In such cases, a prorated refund of the annual membership dues will be provided based on the remaining term of the membership year.

    
    

7. Dispute Resolution. In the event of a dispute arising out of or relating to this Agreement, the Parties agree to the following steps:

• Negotiation: The Parties will first attempt to resolve the dispute through informal negotiation.

• Mediation: If negotiation fails, the Parties will engage in mediation with a neutral third party, agreed to by both parties. The parties agree to share equally in the costs of the mediation. The mediator’s office in Palm Beach County, Florida shall administer the mediation. Should the mediation fail to resolve the matter, the parties agree to venue in Palm Beach County, Florida and waive any right to a trial by jury.

• Jurisdiction: This Agreement will be governed by and construed according to the laws of the State of Delaware, without regard to conflicts of law principles.

  
  

8. Confidentiality Provision.

• Disclosure of Confidential Information: Subject to the conditions contained herein, each Party will be furnished with certain Confidential Information (as defined below) of the other Party.

• Definition of Confidential Information: For purposes of this Agreement, the term "Confidential Information" means all proprietary information concerning the Disclosing Party or its business, products (whether currently marketed products or products in research or development), or services that could reasonably be considered to be, or is delineated as, confidential and is not generally known to the public, including, without limitation: (a) Any trade secrets, patents, patent applications, drawings, claims or other intellectual property rights or proprietary methods or processes; (b) Any techniques, inventions, ideas, methods, processes, formulas, samples, compounds, extracts, media, vectors, and/or cell lines; (c) Any manufacturing, engineering, production, or other processes, data, or information relating to any product and/or any formula, sample, compound, extract, media, vector, and/or cell line; (d) Any research and development plans, strategies, and projects; (e) Any technical, financial, or business information, contracts, or data; (f) Any pricing, sales, marketing, distribution, customer, or supplier information or data; (g) Any product, financial, strategic, business development, or other business plans, strategies, or projects (including, but not limited to, those involving the potential purchase, in-license, and other acquisition of pharmaceutical drug products or biologics); (h) Any software, hardware, or other computer programs, program modules, source code, object code, systems, or similar data or information, in any medium, whether oral, written, graphic, technological (software, hardware, or otherwise) or electronic form.

• Exclusions: For purposes of this Agreement, the term "Confidential Information" does not include: (a) Information that is or becomes publicly available without a breach of this Agreement; (b) Information received from a third party not having a duty or obligation to the Disclosing Party to maintain the confidentiality of said information; (c) Information that is already in the Receiving Party’s possession, provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other obligation of secrecy to, the Disclosing Party or another party; (d) Information which is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

• Scope of Use: The Receiving Party shall not use any portion of the Disclosing Party’s Confidential Information in any manner or for any purpose other than as necessary and/or appropriate in connection with the Discussions.

• Covenant of Nondisclosure: During the Restrictive Period, the Receiving Party shall: (a) Safeguard the Disclosing Party’s Confidential Information from unauthorized use and disclosure utilizing the same degree of care used to safeguard its own Confidential Information; (b) Not disclose the Disclosing Party’s Confidential Information other than to its directors, officers, employees, affiliates, financing sources, attorneys, agents, or advisors who are participating in the Receiving Party’s evaluation of the Confidential Information and Discussions on a “need to know basis”. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information if compelled or required to do so by statute, regulation, court of law, or other legal or regulatory process; provided that the Receiving Party: (i) Gives the Disclosing Party prompt written notice of an impending disclosure pursuant to this sentence; (ii) Provides reasonable assistance to the Disclosing Party in opposing or limiting the compelled or required disclosure; and (iii) Makes only such disclosure as is compelled or required.

9. Restrictive Period. The Restrictive Period shall mean the period between the date of this Agreement and three (3) years after the date of the latest exchange of Confidential Information hereunder.

10. Ownership of Confidential Information. Notwithstanding anything to the contrary contained herein, all Confidential Information shall at all times remain the property of the Disclosing Party. At the end of, or at any time prior to the end of, the Restrictive Period, upon request by the Disclosing Party, the Receiving Party shall promptly destroy or deliver to such Disclosing Party all materials (and all copies of such materials) that contain any Confidential Information (regardless of who prepared such materials) of such Disclosing Party. Upon such Disclosing Party’s request, an officer of the Receiving Party will certify as to its compliance with this paragraph. However, the Receiving Party shall be entitled to retain in its legal department one (1) archival copy of all such information strictly for purposes of monitoring its ongoing obligations under this Agreement and its compliance therewith.

11. No Further Rights. This Agreement does not grant any rights by license or otherwise in the Disclosing Party’s Confidential Information. The disclosure of Confidential Information does not obligate either Party to enter into any future agreement.

12. Limitation of Liability. CR8TE Holdings, LLC shall not be liable for any indirect, special, incidental, consequential, or punitive damages in connection with this Agreement.

13. Updates and Amendments. Membership agreements may require periodic renewal or updates due to changes in membership terms, legal regulations, or Company policies. CR8TE Holdings, LLC reserves the right to amend membership terms, membership agreements, and related documents in response to such changes.

14. Content. Any information and guidance provided to members of the Company's Affiliate Organization Membership Community ("Community") is meant for the group as a whole. It is not meant to be, and shouldn't be taken as, specific advice for a specific individual. All materials, methods, practices, and standards, along with all instructional materials made available by CR8TE Holdings, LLC, its employees, or any designated instructors, or any other source, verbally or in writing, are only for your personal use, and may not be recorded, sold, shared, taught, or redistributed in any way without the prior written consent of CR8TE Holdings, LLC or its agent. It is against the law to copy anything from Community materials, websites, virtual communities, recordings, notes, photos, or any other form of communication, whether it was made by the Company or one of its Community members. Any violation of this trust may lead to your being dismissed from the Community and your membership revoked.

15. Recommendations. Members, sponsors, special guests, our staff, or community members may recommend products, service providers, consultants, advisors, or other professionals who they consider to be trustworthy. We may give our sponsors and presenters access to the the Company's Affiliate Organization Membership Community ("Community") at events we organize. This is to help our members gain training, insights, or access to products or services that will help them. Please note, we will never sell or give your private information to a third party. CR8TE Holdings, LLC is selective about who we bring into the Community and will do due diligence and research any recommendations for guests, speakers, and experts we may invite to present to our Community members from time to time. Nevertheless, you should always do your own due diligence, including checking references and getting advice from a trusted advisor, before making any important business decisions. While we as a Community may discuss business ideas, neither CR8TE Holdings, LLC nor any of the Community members are giving you financial or investment advice. Also, if you decide to do business with a referral, sponsor, or presenter, you understand that you do so at your own risk and that CR8TE Holdings, LLC is not responsible for or liable for any contracts or relationships you make with third parties.

16. Financial Responsibility. We do our best to make sure that our marketing materials, which may change from time to time, provide accurate information about the the Company's Affiliate Organization Membership Community ("Community") and its potential for personal and business growth. The success and future of each person participating depends on a number of things, such as his or her background, dedication, desire, motivation, and the type of business he or she is in. By signing below, you're assuring CR8TE Holdings, LLC that paying your non-refundable membership fee does not create a significant financial burden for either you, your family, or your business and that you're solely responsible for any decisions or actions you take as a result of information you receive from the Community, its members, or guest speakers, and you have no expectation of receiving any financial return or benefit from being a member of the Community.

17. Disclaimer. No member of CR8TE Holdings, LLC, nor any employee of CR8TE Holdings, LLC, or any invited speakers are qualified to provide you with individual legal, tax accounting, or financial planning advice, and the information they may provide is never intended to be for your particular situation. By signing below, you agree that you will refer all legal, tax, accounting, and financial planning questions that may arise to qualified professionals.

18. Severability. In the event a court of competent jurisdiction finds that any provision of this Agreement is unlawful or unenforceable, then it is the intent of the Parties that such court apply a rule of reasonableness and modify the provision in question so that it will remain in effect to the greatest extent permitted by law. In the event a court finds such procedure to be inappropriate, then the provision held unlawful or unenforceable shall be excised from this Agreement and the remaining provisions of this Agreement will remain in full force and effect.

19. Indemnification. The Parties, at their own expense, will indemnify and hold harmless each Party and any media, as well as any of its affiliates, and any of its officers, directors, employees, agents, consultants, and other representatives (collectively, the “Indemnified Parties”) from all liabilities, costs, losses, damages, and expenses (including reasonable attorneys’ and experts’ fees, costs, and expenses, interparty damages caused by Signer or third parties, and all settlement amounts) and will reimburse such fees, costs, and expenses as they are incurred, including in connection with any allegation, claim, adjudication, determination, arbitration, investigation, lawsuit, or action threatened or brought against any of the Indemnified Parties, or any settlement related thereto, arising out of or relating to any:

• Negligence, gross negligence, or willful misconduct by the indemnifying Party.

• Breach of this Agreement by the indemnifying Party.

20. Non-Disparagement. In further consideration of CR8TE entering into this Agreement, to the maximum extent permitted by law, both Parties agree that they will not make any critical or disparaging statements in any manner about the other Party, including any of its affiliated entities, and their respective officers, managers, directors, owners, employees, and agents, whether verbal or written. This includes, but is not limited to, electronic mail, internet postings, and/or any other method of communication. By executing this Agreement, both Parties acknowledge this is a material provision of this Agreement.

21. Miscellaneous.

• Successors and Assigns: This Agreement will inure to the benefit of each Party’s successors and assigns. Neither Party may assign this Agreement without the prior written consent of the other Party.

• Waiver: No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver.

• Entire Agreement: This Agreement constitutes the full understanding between the Parties regarding its subject matter and supersedes all prior agreements.

• Governing Law: This Agreement will be governed by and construed according to the laws of the State of Delaware.

• Counterparts: This Agreement may be signed in counterparts, both of which together will constitute one and the same agreement.

• Marketing and Communications: Member hereby agrees to the Terms and Conditions and agree to receive marketing and account-based communications in the form of but not limited to email, sms, and mms.

IN WITNESS WHEREOF, the Parties hereto have caused this Membership Agreement to be executed by their duly authorized representatives as of the Effective Date.

Acknowledgment

By signing below, the Member acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Membership Agreement.