This Master Licensing Services Subscription Agreement (this "Subscription Agreement") is entered into by and between B28 L.L.C., an Idaho limited liability company ("Brand28/hiveeo") the producer of BeneBits  and the party set forth in the related Order Form (“Client”) incorporated herein by reference (together with any subsequent Order Forms or other online signup, acceptance or Order Form submitted by Customer, including through e-mail, chat or phone conversations with Brand28 salespersons (collectively, the “Order Form”)), and applies to the purchase of all services ordered by Customer on the Order Form and the use of the information, tools and that interface with Brand28 or its API (collectively, the “Services”). As used herein the term “Customer” shall also include any and all users, customers, subscribers, affiliates, or others who sign up for, use or obtain services or subscriptions from brand28 or from any third party services or products of which are offered by or obtained through or in connection with brand28 or who visit the websites of brand28 or its affiliates.

PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING UP FOR AND USING THE SERVICES OR BY SIGNING OR CLICKING THE CHECKBOX OR “I ACCEPT” BUTTON IN THE ORDER FORM, THE CUSTOMER HEREBY AGREES TO THE FOLLOWING TERMS OF SERVICE AND ANY TERMS INCORPORATED HEREIN BY SPECIFIC REFERENCE, INCLUDING, BUT NOT LIMITED TO, THE ACCEPTABLE USE POLICY POSTED AT http://brandtwentyeight.com/terms AND PRIVACY POLICY POSTED AT http://www.brandtwentyeight.com/privacy (COLLECTIVELY, THE “TERMS”).

​​​​​​​CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING OUR ACCEPTABLE USE POLICY. CUSTOMER’S USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. B28 RESERVES THE RIGHT TO MODIFY OR AMEND THESE TERMS WITHOUT NOTICE AT ANY TIME, AND SUCH MODIFICATION WILL BE EFFECTIVE UPON POSTING BY THE COMPANY ON ITS WEBSITE. CUSTOMER AGREES TO BE BOUND BY ANY CHANGES TO THESE TERMS WHEN CUSTOMER USES THE SERVICES AFTER ANY SUCH MODIFICATION IS POSTED. IT IS THEREFORE IMPORTANT THAT CUSTOMER READ THIS PAGE REGULARLY TO ENSURE CUSTOMER IS UPDATED AS TO ANY CHANGES

SECTION 1: TERM AND TERMINATION

1.1 The term of this Subscription Agreement (the "Term") shall commence upon the Effective Date and shall continue in full effect for one (1) year. Client understands and agrees there will be no refunds or prorations for cancellations made prior to the end of the Term.

1.2 If either party is in material breach of this Subscription Agreement or violates any of the provisions or rules and conditions of the Services, the other party may terminate this Subscription Agreement for cause. Termination for cause may be initiated by giving written notice to the other party within ten (10) days of such termination, provided that the breaching party does not cure the violation within this ten (10) day period. A change in the scope of Services will not constitute a material breach of this Subscription Agreement.

1.3 Notwithstanding Brand28's other rights and remedies, if any amount owed by Client under this Subscription Agreement is thirty (30) or more days overdue, Brand28 may suspend Client's access and use of the Brand28 videos and/or performance of services until such amounts are paid in full. Brand28 will give Client at least ten (10) days written notice via email that account is overdue to the contacts named in the BeneBits™ Order Form.

SECTION 2: SERVICES

2.1 The scope of services Brand28 will perform are outlined in the BeneBits™ Video Order Form, attached and incorporated to this Subscription Agreement (the "BeneBits™ Order Form").

2.2 All services are provided under this Subscription Agreement on the "as-is," "as-demonstrated," and "as-shown" basis. No additional representations, warranties, or covenants are made by the parties with regards to the Services.

2.3 The Services Brand28 provides require the completion of the BeneBits™ Order Form in its entirety with correct and relevant information or additional fees may apply.

2.4 Prior to beginning the services, Brand28 will require Client to deliver the information described in the BeneBits™ Order Form.

2.5 Brand28 estimates that the videos described in the BeneBits™ Order Form will be available for access and use by Client by approximately 10 business days after all required materials are submitted to Brand28. This delivery date is not a guarantee, and may be subject to reasonable delay, including but not limited to delay due to waiting on feedback, milestones, revisions, or not receiving the Client Deliverables in a timely manner.

2.6 Any requests for approvals, feedback, revisions, or other information made by Brand28 may be answered by the named decision makers on the BeneBits™ Order Form.

2.7 As Brand28 creates and produces the videos requests for additional information will be made to the named decision makers on the BeneBits™ Order Form. Brand28 relies on Client to respond promptly to all requests for information in order to maintain progress, so that if Client fails to timely provide requested information, Brand28 will be delayed in completing the services set forth in this Subscription Agreement.

2.8 Client agrees that Brand28, its employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Services performed hereunder, subject to its obligations respecting Client's confidential information pursuant to Section 3.

2.9 Client understands and agrees that Brand28 may perform similar services for third parties using the same personnel that Brand28 may use for rendering Services for Client hereunder, subject to Brand28's obligations respecting Client's confidential information pursuant to Section 3.

SECTION 3: CONFIDENTIALITY

3.1 Brand28 shall use confidential information and trade secrets provided by Client only to perform the services described in this Subscription Agreement.

3.2 Brand28 will maintain the confidentiality of all confidential information and trade secrets, and shall not directly or indirectly disclose or otherwise communicate Client's trade secrets or other confidential non-public information to any person or company, except as may be necessary to comply with lawful subpoena, government regulation, or court order. Upon receipt of such demand, Brand28 shall notify Client of the pending demand so that Client may avail itself of legal process to prevent disclosure or take other steps as necessary.

3.3 Client shall maintain confidentiality for all of Brand28's processes, methods, and pricing learned as a result of this Subscription Agreement. Client shall not directly or indirectly disclose or otherwise communicate Brand28's trade secrets or other confidential non-public information to any person or company, except as may be necessary to comply with lawful subpoena, government regulation, or court order. Upon receipt of such demand, Client shall notify Brand28 of the pending demand so that Brand28 may avail itself of legal process to prevent disclosure or take other steps as necessary.

SECTION 4: MATERIAL DISCLOSURES AND REPRESENTATIONS

4.1 Brand28 provides Client with access to video via Brand28's account with Brainshark®, a third-party video platform with reporting metrics, tracking statistics, the ability to embed codes, including QR codes, and many other useful and valuable features.

4.2 Client must maintain an active internet connection to ensure continued access to video. While Brainshark® is deemed reliable, Brand28, cannot guarantee the continued availability of the Brainshark® video platform. In the event the Brainshark® video platform becomes unavailable, Brand28 will, upon Client's request, provide the video to Client in mp4 format. Brand28 will not upload video to any other person or company's Brainshark® account.

SECTION 5: OWNERSHIP AND RESTRICTIONS ON USE

5.1 The video produced pursuant to this Subscription Agreement is and shall remain the exclusive property of Brand28. This Subscription Agreement provides Client with a subscription license lasting for a Term of one (1) year for the royalty free use of the video only. Client may post the video on Client's intranet, post on Client's website, and share the video with its employees, agents, and potential employees and agents via electronic mail or other electronic form.

5.2 Client may not rent, lease, lend, sell, assign, or sublicense the video to any other person or company. Client may not incorporate any part of the video into a derivative work for use by Client or any other person or company.

5.3 Client may not, under any circumstance, use the video in, in conjunction with, or as part of any pornographic, obscene, fraudulent, or illegal material. Client may not, under any circumstance, use the video to defame, malign, or vilify any person, company, property, country, race, custom, culture, or religion depicted in the video.

5.4 If a video contains any incidental trademark, you may not alter or use the video or any portion of the video in any way to imply an association with or an endorsement by the trademark owner. The inclusion of an incidental trademark in any video does not imply an association with or endorsement of this video. All trademarks remain the exclusive property of the holder of any such trademark.

5.5 The video produced pursuant to this Subscription Agreement and all components of the video, including but not limited to all voiceover, audio, script, and images, remain the exclusive property of Brand28 and may not be removed, segregated, or otherwise separated from the video for any use whatsoever. Client may not reverse engineer, decompile, or disassemble the video under any circumstance.

SECTION 6: NOTICE

All notices under this Subscription Agreement shall be in writing and may be delivered by email or mail. Notices shall be deemed received upon confirmation of delivery.

If to Brand28: Brand28 Attn: Eric Browning 1098 E 1485 N Shelley, ID 83274 info@brandtwentyeight.com

If to Client: Notices shall be sent to the primary contact and address provided in the BeneBits™ Order Form.

SECTION 7: FEES, PAYMENT, TAXES

7.1 Client will pay to Brand28 an annual subscription fee as described in the BeneBits™ Order Form for the production and licensing of the videos chosen on the BeneBits™ Order Form. Unless expressly agreed to and contained in the Order Form, fees are due and payable annually in full in advance and are non-cancelable and non-refundable.

7.2 Invoiced amounts not received by Brand28 within thirty (30) days of due date may accrue interest at rate of 1.5% of the outstanding balance per month (or the maximum rate allowed by applicable law if it is less).

7.3 Brand28's fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Client is responsible for timely paying all such amounts arising from the performance of this Subscription Agreement. If Brand28 has the legal obligation to pay or collect such amounts for which Client is responsible under this Section, the appropriate charges will be invoiced to and paid by Client unless Client provides Brand28 with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.4 Client understands and agrees that payment in accordance with this Section is a material consideration for the continuance of the Services, and that Brand28 may discontinue the hosting of Client's video without notice in the event of nonpayment.

SECTION 8: MISCELLANEOUS

8.1 Assignment. This Subscription Agreement may not be assigned by Client without the prior written consent of Brand28, which consent shall be at Brand28's discretion and may be withheld, whether reasonably or unreasonably. Brand28 may assign its rights and obligations under this Subscription Agreement to any third party, without Client's consent, by giving a notice to Client of such assignment in writing. Notwithstanding the foregoing, Brand28 may make an assignment of the Services performed under this Subscription Agreement to employees or subcontractors of Brand28.

8.2 Captions. The captions in this Subscription Agreement are used solely for the convenience of the parties and for reference, and shall not be deemed to define, limit, enlarge, or describe the scope of this Subscription Agreement or the relationship of the parties. Captions shall not affect the construction of this Subscription Agreement or of any provisions of this Subscription Agreement.

8.3 Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

8.4 Conflict of Laws. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws provisions.

8.5 Dispute Resolution. In the event of a dispute between Brand28 and Client, the parties agree to submit their dispute to mediation before initiating a lawsuit. In the event mediation is unsuccessful, then jurisdiction and venue for any lawsuit shall be in the Bingham County Court in the State of Idaho. In the event of a dispute concerning the enforcement or interpretation of this Subscription Agreement, the prevailing party shall be entitled to recover their reasonable attorney's fees and costs from the other party.

8.6 Entire Agreement. This Subscription Agreement, together with the BeneBits™ Order Form, is current and complete as between Brand28 and Client. This Subscription Agreement and the BeneBits™ Order Form may be modified only in writing signed by both Brand28 and Client.

8.7 Severability. If any provision of this Subscription Agreement is found unenforceable, invalid, or in violation of any applicable law, such provision, or unenforceable portion of such provision, shall not affect the enforceability of any other provisions of this Subscription Agreement.

8.8 Waiver of Jury Trial. Parties agree and acknowledge that if any dispute between them were to arise, it would be in the best interest of both parties to have the case heard quickly and expeditiously. As such, the parties agree to waive and do hereby waive their right to have any case or dispute arising out of this Subscription Agreement heard by a jury, whether as regards to the subject matter of the case or to damages.

No action arising out of any breach of this Subscription Agreement or transactions related to this Subscription Agreement may be brought by Client more than one (1) year after the initial term of this Subscription Agreement, regardless of the cause of the action.