CO-BRANDED MERCHANT TERMS AND SERVICES

WHEREAS, ALVA is a brand of premium athletic wear that designs high quality garments for training and leisure; and

WHEREAS, ALVA and Brand Ambassador wish to enter into this Agreement in order to set forth the terms and conditions pursuant to which ALVA will work with the Brand Ambassador as a co-brand ambassador for the promotion of ALVA’s products and Brand Ambassador’s collective co-branded products; and

NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:

The purpose of this Agreement is for ALVA to retain Brand Ambassador as an ALVA Co-Brand Ambassador to provide a variety of promotional and marketing services such as the promotion of ALVA’s existing and newly launched products in conjunction with co-branded products in advertisements, promoting ALVA’s products on social media, and taking part in any marketing campaign designed to boost ALVA’s brand image. In exchange for Brand Ambassador’s promotional and marketing services, ALVA shall provide Brand Ambassador with monetary compensation of the co-branded products only sold through ALVA’s channels as set forth in this Agreement.

2.1 Subject to the terms and conditions of this Agreement, ALVA hereby appoints Brand Ambassador as a non-exclusive co-brand ambassador to perform certain services in connection with ALVA, including, but not limited to, the demonstration of consistent support and promotion of ALVA’s products and co-branded products (the “Products”) on various platforms: Website, Email, Facebook, Instagram, Twitter, Tik Tok, Snapchat, and Pinterest (“Social Media Platforms”). The list of Social Media Platforms may be updated from time to time by ALVA. Any platform that ALVA or the Brand Ambassador markets on implies permission from both parties.

2.2 Brand Ambassador’s services as a non-exclusive brand ambassador shall also include, but not be limited to, providing consistent support and promotion of the Products through website/Internet marketing, as well as email, text messaging, WhatsApp marketing campaigns (“Alternative Marketing Campaigns”). The list of Alternative Marketing Campaigns may be updated from time to time by ALVA in its sole discretion and ALVA.

2.3 Brand Ambassador’s services as a non-exclusive brand ambassador may also include, but not be limited to, wearing the Products during tournaments and live events.

2.4 Brand Ambassador’s services described in Paragraphs 2.1, 2.2, and 2.3 above shall apply to any “team collection” or lines of athletic apparel that ALVA specifically dedicates to Brand Ambassador (the “Brand Ambassador ALVA Collections”).

2.5 To further Brand Ambassador’s support and promotion of the Products, ALVA shall provide Brand Ambassador with access to ALVA’s marketing team to provide Brand Ambassador with the Work described in Paragraph 4 below. However, Brand Ambassador acknowledges and understands that ALVA is not responsible for the management of Brand Ambassador’s Social Media Platforms.

3.1 In consideration of the full performance of Brand Ambassador’s services as described in this Agreement, ALVA shall compensate Brand Ambassador as follows: (i) for sales of the Co-Branded Products only, Brand Ambassador shall receive 25% percent of the gross revenue from the Co- Branded Products designated on the specific URL created by ALVA Team.

3.2 Brand Ambassador understands and acknowledges that Paragraph 3.1 and Exhibit A set forth the sole compensation for Brand Ambassador’s services described in this Agreement and that no additional compensation will be granted. The compensation described herein may be modified by ALVA from time to time in its sole discretion, provided that any such modification will be applied prospectively (on a go-forward basis) from the effective date of any such change. Brand Ambassador must receive notice via electronic communication for any compensation changes.

4.1 Brand Ambassador acknowledges that the Products and any derivatives thereto may be covered by patent, copyright, and other intellectual property rights owned or licensed by ALVA. Brand Ambassador may use ALVA’s trade names, trademarks and service marks as provided to Brand Ambassador from time to time (the “Marks”) on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of ALVA. Brand Ambassador acquires no right to any such Marks. Brand Ambassador further agrees: (i) Brand Ambassador will follow the guidelines of ALVA; (ii) Brand Ambassador will not challenge the validity of ALVA’s Marks (whether currently in existence or additional Marks) at any time; (iii) Brand Ambassador will not attempt to register ALVA’s Marks in any jurisdiction. No rights or licenses with respect to the Product or the Marks are granted or deemed granted hereunder or in connection herewith, other than other rights expressly granted in this Agreement and all such rights are hereby expressly reserved by ALVA and its licensors.

4.2 Brand Ambassador acknowledges that all documentation, any inventions, ideas, written material or other property, tangible or intangible, arising out of or resulting from Brand Ambassador’s performance of the services provided hereunder, including without limitation all videos, photographs, images, themes, materials, campaigns, and designs developed, created and/or provided by ALVA or Brand Ambassador (the “Work”) is owned by ALVA for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a “work made for hire” and that ALVA shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not be a work made for hire, ALVA hereby assigns and transfers all right, title, ownership, and interest therein, presently known or hereinafter ascertained, including, but not limited to, all copyrights therein, the right to secure the copyright (and all renewals, reissues, and extensions thereof) throughout the world, without any restrictions as to use, to ALVA. ALVA may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and

derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media website or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Brand Ambassador acknowledges the ownership and validity of ALVA’s copyrights, brands, trademarks, trade dress, and patent rights, whether or not create by or contributed to by Brand Ambassador.

 Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Brand Ambassador grants to ALVA the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Brand Ambassador and Brand Ambassador’s business display, reproduce, distribute, publish, exhibit, and use in any other way Brand Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information, and any other information or attribute identifying or otherwise associated with Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified, and/or adapted in character and/or form, along and/or accompanied by other material, including any text, image, and/or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for ALVA, the Work, and the Products in all media now known or hereafter developed (including without limitation in the Social Media Platforms and other social media websites or applications).

Brand Ambassador shall not make any warranties with respect to the Products to any third party. Brand Ambassador represents and warrants that: (i) he will act in a timely manner with a high degree of professionalism and behave in a legal, ethical, and business-like manner; (ii) Brand Ambassador will present the Products in a truthful and sincere manner and will not engage in any activity or action that may damage ALVA’s reputation or the reputation of its Products; (iii) Brand Ambassador’s Likeness and all Work provided hereunder are new and original to Brand Ambassador and do not infringe the intellectual property rights, privacy rights, or publicity rights of any third party; (iv) Brand Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights herein; (v) Brand Ambassador has complied and will comply with all applicable laws, rules, and regulations in rendering the services to be performed under this Agreement, including without limitation, any of ALVA’s policies; (vi) Brand Ambassador has no commitments or obligations inconsistent with this Agreement; (vii) the Work will not contain any disparaging, pornographic, defamatory, and/or illegal material. Brand Ambassador agrees and understands that during the duration of this Agreement, Brand Ambassador shall not provide services to any competitor of ALVA’s without prior written consent from ALVA.

7.1 The term of this Agreement shall continue for an indefinite period of time until either Party terminates this Agreement. This Agreement may be terminated by either Party for any reason or no reason including, but not limited to, a breach of any term or condition of this Agreement.

7.2 In the event this Agreement is terminated, the Parties acknowledge and understand that ALVA shall retain all rights to the Products, the Marks, the Works, and any Co-Brand Ambassador Ambassador or Team Collections.

Brand Ambassador hereby irrevocably and unconditionally releases, discharges, indemnifies and holds ALVA, its registered trade names and affiliates, and its irrespective officers, directors, employees, agents, assignees, designees, and licensees (together, the “ALVA Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever, in law or equity, whether known or unknown, foreseen or unforeseen, arising at any time out of and/or directly or indirectly relating to the use of the Work and/or Brand Ambassador’s Likeness and/or any breach or alleged breach of any of the terms of this Agreement or breach of any warranty or representation hereunder.

During the duration of this Agreement, Brand Ambassador will treat any information provided to it by ALVA as confidential (“Confidential Information”). Brand Ambassador will not disclose ALVA’s Confidential Information to any third party without the prior written consent of ALVA, nor make use of any of ALVA’s Confidential Information except in its performance under this Agreement. Information will not be deemed Confidential Information hereunder if such information is known prior to receipt from ALVA without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Agreement. Each Party accepts responsibility for the actions of its agents or employees and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to ALVA, and ALVA may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

Brand Ambassador is an independent contractor. The relationship between ALVA and Brand Ambassador shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture, or agency of any kind. Brand Ambassador will not be considered an employee for purposes of any ALVA employment policy or any employment benefit plan, and Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan. Brand Ambassador is responsible for the payment of his own taxes and insurance. Brand Ambassador acknowledges that he has no equity or ownership interest in ALVA. Nothing contained herein shall in any way restrict or otherwise be deemed to prevent ALVA from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing, or licensing any Products to any third party, or from entering into a similar brand ambassador agreement with another party.

In no event shall either Party have any liability to the other Party for any special, consequential, incidental, multiple, punitive or other loss or damages, or for any loss of profits, business opportunity or goodwill, arising out of this Agreement.

12.1 Entire Agreement. This Agreement (including all exhibits annexed hereto which are hereby incorporated by reference herein) constitutes the entire agreement among the Parties with respect to the subject matter hereof and the transactions related thereto and supersedes any and all prior agreements, promises, and representations, written or oral, with respect thereto.

12.2 Assignment; Parties Bound by Agreement. Except as otherwise expressly set forth herein, the rights and obligations of any of the Parties hereunder may not be assigned in any way whatsoever and any such attempted assignment shall be void and of no force or effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to their respective heirs, executors, administrators, successors, and permitted assigns.

12.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any conflict of laws principles.

12.4 No Third-Party Beneficiary. The Agreement is made solely and specifically among and for the benefit of the Parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other Person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary.

12.5 Amendments. It is understood and agreed that this Agreement may not be amended or modified except by an instrument signed by all Parties hereto.

12.6 Severability and Invalidity. If any provision of this Agreement is determined by competent authority to be prohibited or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; the Agreement will be construed and enforced as if such prohibited or unenforceable provision had never comprised a part of the Agreement and the remaining provisions will remain in full force and effect and will not be affected by the prohibited or unenforceable provision or by its severance from the Agreement. Furthermore, in lieu of such prohibited or unenforceable provision, there will be added automatically as a part of the Agreement a provision as similar in terms to such prohibited or unenforceable provision as may be valid and enforceable.

12.7 Further Assurances. Each of the Parties will execute and deliver such further instruments and do such further acts as may be required to carry out the intent and purposes of this Agreement.

12.8 Consent to Arbitration. Any legal action, suit, or proceeding arising out of or relating to this Agreement or any dispute between or among any Party may only be instituted and resolved by way of mediation, arbitration, or litigation in the State of New Jersey. Upon written notice of intent to file a demand for arbitration served on all parties, the Parties shall have seven (14) days to agree to a single arbitrator to preside over any and all disputes among them at the time of the written notice of intent to file a demand. Should all parties not consent or fail to respond within seven (14) days, any Party may file a demand for arbitration with the American Arbitration Association. Nothing herein shall limit a Party’s rights, if any, to seek injunctive or interlocutory relief pending the institution of an arbitration or appointment of an arbitrator. Each Party agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such arbitration panel, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such arbitrator. Each Party further irrevocably submits to the jurisdiction of any such arbitration in any such action, suit, or proceeding.

12.9 Waiver of Jury Trial. THE PARTIES HEREBY KNOWINGLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION LITIGATED IN ANY COURT BASED UPON, WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT AND ANY AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

12.10 Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Any Party may, at any time by giving five (5) days prior written notice to the Company, designate any other address in substitution of a current address for purposes of such notice.

12.11 Counterparts. This Agreement may be executed by the Parties hereto by original, facsimile, or pdf signatures in one or more separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together constituting one and the same instrument.

12.12 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

12.13 No Presumption Against the Drafter. Each of the Parties has participated in the drafting of this Agreement and the interpretation of any ambiguity contained in this Agreement will not be affected by any claim that a particular party drafted any provision hereof.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as by checking the box below.