TERMS AND CONDITIONS

These Terms and Conditions (“Agreement”) shall serve to confirm the understanding of Sloane Price

Incubator, LLC (“Sloane Price Incubator”) and you (“Influencer”) with respect to certain services as

identified on a Statement of Work (“Services”). This Agreement shall be in effect until either party

provides a minimum of thirty (30) days written notice of termination. The details of the Services and the

corresponding payment are as listed in the Statement of Work.

Sloane Price Incubator warrants that the Services will be provided in a good and workmanlike manner.

Influencer represents and warrants that Influencer has the right to enter into this Agreement and entering

into this Agreement will not conflict with any other agreements or arrangements Influencer has with a third

party. SLOANE PRICE INCUBATOR MAKES NO WARRANTY OF ANY KIND WHATSOEVER,

WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

Influencer shall indemnify, defend, and hold harmless Sloane Price Incubator, its officers, directors,

employees, agents, successors, and assigns from and against any and all losses, damages, liabilities,

deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of

whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification

hereunder, and the cost of pursuing any insurance providers, arising out or resulting from any claim of a

third party (including any employee of Influencer or any subcontractor) related to any breach of the

representations and warranties made by Influencer under this Agreement or otherwise arising out of the

Influencer’s products and services.

IN NO EVENT SHALL SLOANE PRICE INCUBATOR BE LIABLE ON ANY THEORY OF

LIABILITY FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF

CHARGES PAID BY INFLUENCER HEREUNDER FOR THE SERVICES THAT GAVE RISE TO THE

CLAIM IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE

FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL SLOANE PRICE

INCUBATOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED,

INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS,

BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF

SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY

REMEDY.

This Agreement shall constitute the entire agreement between the parties regarding the subject matter

hereof and supersede all proposals and prior discussions and writings between the parties with respect

thereto. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing

signed by an authorized representative of each party. No failure or delay in enforcing any right or

exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement

is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes

unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this

Agreement to remain in effect in accordance with its terms as modified by such reformation. Influencer

shall not assign or transfer this Agreement or any SOW without the prior written consent of Sloane Price

Incubator, which may be withheld in its sole discretion. Influencer agrees not to assign, transfer or

subcontract any work required to be performed by it without the prior written consent of Sloane Price

Incubator. Sloane Price Incubator is an independent contractor and nothing in this Agreement shall be

deemed to make Sloane Price Incubator an agent, employee, partner or joint venturer of the Influencer. This

Agreement shall be governed and interpreted by the laws of the state of Texas without regard to the

conflicts of law provisions of any state or jurisdiction. Any action arising out of this Agreement shall be

brought in the state or federal courts located in Austin, Texas and each party hereby submits to the

exclusive jurisdiction of such courts. Any signed copy of this Agreement made by reliable means (e.g.,

photocopy, pdf, or facsimile) shall be considered an original. Sloane Price Incubator may include

Influencer’s trade name and logo on publicly displayed customer lists (including Sloane Price Incubator’s

Internet Web Site). For a period of one (1) year from the expiration of any Attachment A hereunder,

Influencer agrees not to hire, solicit, nor attempt to solicit, the services of any employee, advisors, or

subcontractor of Sloane Price Incubator without Sloane Price Incubator’s prior written consent. Influencer

further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or

subcontractor of Sloane Price Incubator for a period of six (6) months from such former employee’s or

subcontractor’s last date of service or six (6) months from the expiration of this Agreement, whichever is

earlier.