TERMS OF SERVICE

LEGACY MEMBER AGREEMENT

Please read these Platform Terms of Service (“Terms”) carefully.

By accessing or using the Platform (defined below) or signing up for an account, you agree that you have reviewed and understood, and, as a condition of your access to or use of the Platform, you agree to be bound by these Terms, which are a legal agreement between you and EVOKE, the "Parties," and our affiliated entities (collectively, “EVOKE,” “we,” “us,” or “our”).

RECITALS

WHEREAS, EVOKE operates various businesses, including the Mastermind and LEGACY Membership Program, designed for entrepreneurs to network, educate, accelerate, promote businesses, and give back to charities;

WHEREAS, the LEGACY Academy and Membership Programs are managed, supported, and powered by EVOKE Immersive Technologies and ELEVATE Mastermind;

WHEREAS, the LEGACY Member desires to join the LEGACY Membership Program and ELEVATE Mastermind, both powered by EVOKE Immersive Technologies;

WHEREAS, the LEGACY Member shall enjoy all the benefits of the LEGACY program as outlined in Exhibit A;

WHEREAS, EVOKE retains ownership of all intellectual property and trademarks associated with EVOKE, ELEVATE, LEGACY, and will maintain such ownership during and after the term of this Agreement.

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

1. PURPOSE

EVOKE engages the LEGACY Member, and the LEGACY Member accepts such engagement, to participate in the activities outlined in this Agreement and in Exhibit A, including online, digital, social media, and live events as directed by EVOKE (the "Services").

2. PAYMENTS AND FEES

The LEGACY Member agrees to pay membership fees as set forth in Exhibit A (the "Fee").

3. TERMThis Agreement is effective as of the Effective Date and shall remain in effect for 12 months (the "Term"), unless terminated earlier in accordance with the termination provisions below.

4. TERMINATION

This Agreement may be terminated by either Party for the following reasons: By EVOKE: In the event of a material breach by the LEGACY Member that is not cured within seven (7) days of written notice.

By EVOKE: If the LEGACY Member is convicted of a crime or engages in misconduct, fails to comply with EVOKE’s policies or directives, or if the LEGACY Member becomes a "bad actor" in connection with performance under this Agreement.

By EVOKE: For non-payment of dues by the LEGACY Member.

5. RESPONSIBILITIES AFTER TERMINATION

After termination of this Agreement for any reason, the LEGACY Member agrees to maintain confidentiality of all dealings within the program and with EVOKE for five (5) years following termination. The LEGACY Member further agrees to comply with the NDA, NCA, and Non-Compete clauses for five (5) years post-termination and return all LEGACY, EVOKE, and ELEVATE intellectual property within seven (7) days of receiving a termination notice.

6. CONFIDENTIALITY AND NON-CIRCUMVENTION

During the Term and for five (5) years thereafter, the LEGACY Member agrees to hold in strict confidence and not disclose any proprietary information or trade secrets of LEGACY, EVOKE, and ELEVATE, unless required by law or authorized in writing by EVOKE. The LEGACY Member also agrees not to poach or recruit any employees, officers, or affiliates of LEGACY, EVOKE, or ELEVATE for the purpose of starting a competing business.

7. PARTIES' REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the authority to perform its obligations under this Agreement and that entering into this Agreement does not violate any existing contractual obligations. The LEGACY Member agrees to make all required payments as outlined in Exhibit A, with no refunds issued under any circumstances.

8. INTELLECTUAL PROPERTY

EVOKE retains full rights to its intellectual property and trademarks, and the LEGACY Member agrees not to use EVOKE’s name or intellectual property without prior written consent.

9. INDEMNIFICATION

The LEGACY Member agrees to indemnify and hold EVOKE, ELEVATE, and their affiliates harmless from any claims, damages, or liabilities arising from the LEGACY Member’s actions, including negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EVOKE shall not be liable for any indirect, incidental, or consequential damages arising from this Agreement.

11. DISCLAIMERS

EVOKE makes no warranties regarding its products or services sold through the LEGACY Member and assumes no liability for any personal or financial outcomes from connections made through the EVOKE network.

12. NATURE OF RELATIONSHIP

The LEGACY Member remains an independent contractor with respect to EVOKE. Nothing in this Agreement creates an employer/employee relationship, joint venture, or franchise.

13. AMENDMENTS

No amendment to this Agreement is valid unless in writing and signed by both Parties.

14. ASSIGNMENT

This Agreement is non-transferable and any assignment requires EVOKE’s express written consent.

15. FORCE MAJEURE

Neither Party shall be in breach for failure to perform due to events outside their control, such as natural disasters, war, or government actions.

16. NO IMPLIED WAIVER

Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any future breaches.

17. NOTICE

All notices under this Agreement shall be delivered in writing to the addresses provided below:

If to EVOKE: [email protected]

9271 Wilshire Blvd Suite 500, Beverly Hills, CA 90210

18. GOVERNING LAW

This Agreement is governed by California law. Any legal proceedings shall take place in Los Angeles County, California.

19. COUNTERPARTS/ELECTRONIC SIGNATURES

This Agreement may be executed electronically and in multiple counterparts, each of which is considered an original.

20. SEVERABILITY

If any provision is found to be invalid, the remaining provisions of this Agreement shall remain in effect.

21. ENTIRE AGREEMENT

This Agreement, along with its Exhibits, constitutes the entire agreement between the Parties, superseding all prior agreements and understandings.

22. HEADINGS

Headings are for convenience only and should not affect the interpretation of this Agreement.

EXHIBIT A

Deliverables by EVOKE Immersive Technologies: Monthly 1-hour Online Masterclasses and networking events for 12 months

Access to in-person events for 12 months

Access to EVOKE Media Platform, community, self-help digital courses, and CRM system for 12 months

Access to the self-help library of courses hosted by EVOKE 3000 EVOKE Gratitude Tokens (non-monetary, redeemable for discounts at EVOKE Marketplace) EVOKE Phygital Gift Set (retail value of $997)

PAYMENTS & FEES: The LEGACY Member agrees to a yearly membership fee of $997 or a $197 sign-up fee plus $97 per month for 12 months for continued access. Commission and Tokens: The LEGACY Member is entitled to a 10% affiliate commission for referring new members and will receive 1000 Gratitude Tokens per referral.

NO REFUNDS are issued in the event of termination.

By signing, the Parties agree to comply with the terms outlined in Exhibit A.