HELP DESK LICENSE AGREEMENT

Welcome to the Oxygen Manager Help Desk (the "PROGRAM LICENSE") offered by Lead With Oxygen Now LLC, a Delaware company ("Oxygen," "we," or "Licensor"). PLEASE READ THIS PROGRAM LICENSE AGREEMENT CAREFULLY. BY ELECTRONICALLY SELECTING THE BOX MARKED “I AGREE” WHEN REGISTERING FOR THE LICENSED PROGRAM, you ("Company," "you," "your," or "Licensee") hereby acknowledge, accept, and agree to be bound by the terms and conditions of this Program License Agreement (this “Agreement”). Together, Oxygen and the Company are referred to as the "Parties" and individually as a "Party."

WHEREAS, Oxygen has developed and created, and is the owner of, the Licensed Program; and

WHEREAS, you desire to license the Licensed Program from Oxygen for the benefit of one (1) or more of your employees, agents, or representatives, and Oxygen is willing to license the Licensed Program to you subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements made herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to the following terms and conditions.

1. Start Date for the Terms

This Agreement shall become effective on the earlier of: (a) the date the Company pays for the Licensed Program or (b) the date the Company, or any employee, agent, or representative thereof, obtains access to the Licensed Program (the "Effective Date") and shall remain in effect until the earlier of: (c) the date that this Agreement is terminated or (d) the expiration of the Term (defined below).

2. License; Licensed Program; Related Services

2.1 License:

Subject to the terms and conditions of this Agreement and in exchange for payment of all fees to Oxygen, Oxygen grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to the Licensed Program, including any supplemental documents or materials provided in connection with the Licensed Program. This may include, but is not limited to, content related to 1:1 coaching, live learning sessions, and the messaging help desk (collectively, the "Supplemental Materials"). The Licensed Program and Supplemental Materials shall only be used by Licensee for internal, non-commercial use.

2.2 Licensed Program:

The Licensed Program is the Oxygen Manager Help Desk Program, which includes 1:1 coaching, live learning sessions, access to a messaging help desk, and other related services as described by Oxygen.

2.3 Ownership of Licensed Program and Supplemental Materials:

All content, materials, and services provided by Oxygen, including the Licensed Program and any Supplemental Materials (collectively, “Oxygen Property”), are proprietary to Oxygen. All rights, including intellectual property rights, remain with Oxygen. Licensee and its employees, agents, or representatives are prohibited from copying, distributing, or otherwise using Oxygen Property outside of what is expressly permitted by this Agreement.

2.4 Service Performance:

Oxygen agrees to provide all services in connection with the Licensed Program in a professional and competent manner, in accordance with industry standards.

2.5 Virtual Delivery:

The Licensed Program will be delivered virtually. Sessions will be scheduled based on dates provided by Oxygen.

3. Payment; Taxes

3.1 Fees & Payment Terms:

The Company agrees to pay all fees specified in the invoice upon receipt. Payments are non-refundable. Failure to pay within thirty (30) days of the invoice date may result in a late fee of 1.5% per month or the maximum rate allowed by law.

3.2 Expenses:

All expenses related to the virtual delivery of the Licensed Program are included in the program fees.

4. Confidentiality and Nondisclosure

All Oxygen Property, including Licensed Program materials, discussions, and participant information, is confidential. Company and its employees, agents, or representatives are prohibited from disclosing any such information to third parties, except as allowed by this Agreement. The confidentiality obligations do not apply if the information: (a) becomes public through no fault of the Company; (b) is provided by a third party not under a confidentiality obligation; (c) is ordered to be disclosed by a court; or (d) is approved in writing by Oxygen.

5. Term and Termination

5.1 Term:

This Agreement is effective from the Effective Date and remains in force for 6 months and auto-renews month to month until terminated as set forth in this Agreement.

5.2 Termination:

Either Party may terminate the Agreement after the initial six (6) months with thirty (30) days’ written notice. Following this period, the Agreement will continue on a month-to-month basis, and either Party may terminate the Agreement at any time by providing thirty (30) days' written notice. Termination also applies in cases of bankruptcy or insolvency.

5.3 Effect of Termination:

Upon termination, Company must return or destroy all Oxygen Property in its possession. Sections 2.3, 3, 4, 5.3, 6, 7, and 8 survive termination.

6. Indemnification and Liability

6.1 Indemnification by Company:

The Company agrees to indemnify Oxygen against any claims arising from Company’s negligence, breach of this Agreement, or infringement of intellectual property rights.

6.2 Indemnification by Oxygen:

Oxygen agrees to indemnify the Company for material breaches or gross negligence.

7. Disclaimer of Warranties; Limitation of Liability

Oxygen Property is provided “as-is” without warranties. Oxygen is not liable for indirect, incidental, or punitive damages, and its liability is limited to the fees paid under this Agreement.

8. General

8.1 Entire Agreement:

This Agreement constitutes the entire agreement between the Parties.

8.2 Governing Law; Venue:

The Agreement is governed by the laws of New York, and disputes are to be handled in Erie County, New York courts.

8.3 Amendment:

This Agreement may only be amended in writing, signed by both Parties.

8.4 Severability:

Invalid terms do not affect the validity of the remaining Agreement.

8.5 Binding Agreement:

This Agreement binds the Parties and their successors. Oxygen may assign the Agreement without consent from the Company.

8.6 Waiver:

No waiver of rights is valid unless in writing.

8.7 Notice:

All notices must be provided in writing to the addresses provided.

8.8 Injunctive Relief:

Oxygen is entitled to injunctive relief in the event of a breach by the Company.

8.9 Compliance with Laws:

Both Parties agree to comply with all applicable laws and regulations.