1. Services

Service Provider will perform for Rebet the services described in the attached Rev-Share Agreement together with such other services as the parties may agree in writing (with email sufficing) (collectively, the “Services”) in accordance with the terms and conditions of this Agreement. Rebet may change any Services to be performed (including, without limitation, addition or deletion of Services, suspension of performance, and changes in schedules and locations for performance) by giving written notice of the change, with email sufficing. Services will be deemed accepted if Rebet makes payment or confirms acceptance in writing.

2. Performance

Service Provider will expeditiously perform the Services in a professional and workmanlike manner and in accordance with such schedules as may be agreed upon by the parties, including any reasonable policies and procedures that Rebet introduces. Unless otherwise agreed by Rebet in writing, Service Provider will (a) provide all equipment and supplies necessary or appropriate to perform the Services and (b) not subcontract any Services. Service Provider will prepare and furnish to Rebet, upon request, reports on the actual progress of the Services in form and content acceptable to Rebet.

3. Compensation

Subject to the terms and conditions of this Agreement, Rebet will compensate Service Provider for the Services in the amounts and at the times specified in the attached Rev-Share Agreement. Service Provider will not be reimbursed for any out-of-pocket business expenses incurred by Service Provider unless such business expenses are pre-approved in writing by Rebt, reasonable, and incurred by Service Provider in providing the Services. Any such reimbursement will occur after receipt by Rebet from Service Provider of an itemized expense report, in a form prescribed by Rebet, together with receipts or other proof of such expenses reasonably satisfactory to Rebet.

4. Term and Termination

The Agreement shall survive as long as an Rev-Share Agreement is in effect; provided, however that either party may terminate this Agreement by providing written notice at least three (3) days prior to the desired effective termination date. Sections 7 through 10 (together with other provisions of this Agreement that may reasonably be construed as surviving termination of this Agreement) will survive any termination of this Agreement.

5. Independent Contractor

Service Provider will at all times be an independent contractor, and not an employee or agent, of Rebet in connection with the performance of the Services and otherwise. Service Provider (a) will not have authority to enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of Rebet, (b) will not be entitled to any workers’ compensation, pension, retirement, insurance or other benefits afforded to employees of Rebet, and (c) will retain control over the manner in which it performs the Services. This Agreement will not be construed to create a partnership, joint venture or employment relationship between Service Provider and Rebet.

6. Compliance with Laws

Service Provider will (a) provide for all local, state and federal income tax and other withholding relating to Service Provider’s compensation, (b) pay all social security, unemployment, disability and other taxes as required under local, state and federal laws, (c) provide all worker’s compensation and other insurance relating to Service Provider’s employment and (d) comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services.

Service Provider is solely responsible for ensuring that Service Provider and all of its Partners (as defined in the Rev-Share Agreement) are permitted to enter into this Agreement and provide the Services set forth herein under any and all applicable local, state and federal laws; ordinances, regulations and orders; college or university policies; policies or regulations of the National Collegiate Athletic Association (“NCAA”); and any other applicable policies or rules (collectively, “Governing Authority”). This Agreement is not intended to, nor does it, ensure that the Service Provider or its Partners are permitted to enter into this Agreement and provide the Services set forth herein under applicable Governing Authority. Rebet will not be responsible or liable for any violation by Service Provider or its Partners of the aforementioned Governing Authority. A failure by Service Provider or its Partners to comply with Governing Authority will be considered a breach of this Agreement, and Rebet reserves the right to seek any legal recourse as may be permitted by law.

7. Intellectual Property; Confidentiality

(a) All intellectual property rights, including copyrights, patents, disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials delivered to Rebet under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Rebet. Service Provider agrees that any Deliverable that may qualify as “work made for hire” are hereby deemed a “work made for hire” for Rebet, and to the extent that any of the Deliverables do not constitute a “work made for hire,” Service Provider hereby irrevocably assigns to Rebet, in each case without additional consideration, all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein.

(b) During the course of this Agreement, Rebet may use intellectual property that Rebet owns or has licensed from a third party (“Rebet Background IP”). To the extent applicable, Rebet grants Service Provider a limited, non-exclusive, non- transferable, non-sublicensable, and revocable license to access and use the Rebet Background IP solely as necessary to perform the Services. Service Provider acknowledges that Rebet Background IP, including any feedback or derivatives, shall remain owned by Rebet.

(c) All non-public, confidential, or proprietary information of Rebet (“Confidential Information”) disclosed in any form by Rebet to Service Provider in connection with this Agreement is confidential and provided to Service Provider solely for use in performing this Agreement. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Service Provider’s breach of this Agreement; or (b) is obtained by Service Provider on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information. Upon Rebet’s request, Service Provider shall promptly return all documents and other materials received from Rebet. Rebet shall be entitled to injunctive relief for any violation of this Section.

8. Non-solicitation; No Conflict; Non-disparagement

(a) During the period commencing on the date hereof and ending 12 months after the termination of Service Provider’s service relationship with Rebet (the “Restricted Period”), Service Provider will not solicit, induce, influence or encourage any known client of Rebet to terminate their relationship with Rebet for a similar business relationship.

(b) Service Provider represents and warrants to Rebet that Service Provider’s execution, delivery and performance of this Agreement will not cause any breach, default or violation of any agreement to which Service Provider may be bound.

(c) At all times after the date hereof, Service Provider will not (i) make any false, misleading or disparaging representations or statements with regard to Rebet or its products or services of Rebet to any third party, or (ii) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of Rebet.

9. Limited Liability; Waiver

Notwithstanding anything to the contrary, Rebet and its directors, officers, employees, and agents will not be liable to Service Provider for consequential, incidental, special, or exemplary damages arising out of or related to this Agreement. Under no circumstance will Rebet’s total liability arising from or related to the Agreement exceed the total amount paid by Rebet to Service Provider in the trailing twelve (12) months under the Rev-Share Agreement.

10. Indemnification

Service Provider will indemnify, defend and hold harmless Rebet and its directors, officers, employees and agents from and against all third-party taxes, liabilities, claims, damages, losses and expenses (including without limitation attorneys’ fees and other legal expenses) arising out of or in connection with (a) any breach of this Agreement by Service Provider, (b) any acts or omissions of Service Provider in the performance of the Services, (c) any inaccuracy in the representations and warranties made by Service Provider under this Agreement, (d) any infringement or misappropriation of any intellectual property right by work product or other materials created or furnished by Service Provider under this Agreement, or (e) a determination by a court or agency that Service Provider is not an independent contractor.

11. Miscellaneous

Either party may deliver notice to the other party under this Agreement by means of email or by written communication delivered by first class U.S. mail to the contact information provided in the Rev-Share Agreement. Notices shall be deemed given when received. Service Provider may not assign this Agreement or any right or interest in this Agreement without the prior written consent of Rebet. Rebet may assign this Agreement without consent of Service Provider. Rebet reserves the right to update these T&Cs from time to time; Rebet will update you by email if changes have a material adverse effect on Service Provider, and continued provision of the Services by Service Provider will be deemed acceptance of the updated version. No amendment of the Rev-Share Agreement will be effective unless mutually agreed by Rebet and Service Provider (with email sufficing). Failure by either party to insist upon strict adherence to any one or more of the terms or conditions of this Agreement shall not be construed as a waiver. This Agreement is governed by the laws of Nevada, without regard to conflict of law principles. Service Provider expressly agrees that exclusive jurisdiction for any dispute with Rebet or relating to this Agreement (“Legal Action”) resides in the courts of Clark County in Nevada. Any Legal Action that is subject to the jurisdiction of federal courts shall be instituted in a federal court in the District of Nevada. This Agreement (together with the attached Rev-Share Agreement) sets forth the entire agreement and supersedes all prior oral or written communications, understandings and agreements, with regard to the Services, with the exception that Service Provider and Rebet will also be required to comply with the Platform Terms to the extent Service Provider is engaging with the Rebet mobile application, as required by the Agreement. If any provision of this Agreement shall be held by any court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, then such provision shall be deemed reformed or omitted to the extent determined by such court (i.e., with the objective of preserving the intent of such provision to the extent permitted by applicable law). In any event, the remainder of this Agreement shall remain valid and enforceable.