Youth Fitness Coalition, Inc. / Project ACES /PACES - LICENSE AGREEMENT

1. Trademark

(a) Youth Fitness Coalition, Inc. (hereafter “YFC”) is the owner of common law and federal trademark rights to the marks “Project ACES All Children Exercise Simultaneously”, “Project ACES”, “The World’s Largest Exercise Class”, “ACES”, “All Children Exercising Simultaneously”, “PACES”, “PACES Day”, “Parents and Children Exercise Simultaneously”, and the associated logos (hereafter “Marks”).

(b) YFC is interested in promoting healthy lifestyles, physical fitness, proper nutrition, and has a goal of children and families exercising simultaneously. YFC uses its Marks in various events, including but not limited to assemblies, activities and other events where participants exercise simultaneously. In order to facilitate simultaneous exercise YFC agrees to grant a license to other entities to use its Marks to promote Events where participants exercise simultaneously, subject to the conditions

2.Definitions

(a) Licensor is YFC.

(b) Licensee is state or country coordinators, schools, health clubs, hospitals, places of worship, or other individuals, groups, sites, and entities that charge participants, or that receive financial grants, or sponsorship for an Event.

(c) Event is defined as promoting, implementing, volunteering, facilitating, or in any way conducting an event where participants exercise simultaneously while using any or all of the Marks, and where Licensee either charges participants or receives financial grants or sponsorship.

(d) Goods are defined as banners, flyers, program guides, posters, pamphlets, book covers, or other media to promote an Event.

3. License to Promote An Event Using Any or All Marks

(a) Licensee shall have no right to use any of the Marks unless and until (i) Licensee registers at: www.coordinatedfitnesssystems.com/main.php, and (ii) Licensee pays the required fee determined by type of site, program, and number of participants. Submit license fee request with required information to YFC at hj@cofitness.net.

(b) Upon compliance with the conditions set forth in paragraph 3(a), Licensor grants a non-exclusive license to Licensee to use any or all of the Marks, subject to the conditions contained in this License Agreement.

(c) Pursuant to this License, Licensee is granted the right to use the Marks only on Goods to promote an Event.

(d) Licensee shall have no right to use any or all of the Mark on any other products or services, including but not limited to tee shirts, sweatshirts, track suits, hats, other clothing items, mugs, towels, clocks, teddy bears or any other goods or services. Official tee shirts and other related merchandise may be obtained at www.cafepress.com .

(e) Licensee must contact YFC directly for permissible guidelines prior to implementing its Event. YFC may be contacted at hj@cofitness.net.These guidelines include, but are not limited to, guidelines for sponsorship and for charging participants

(f) Licensor retains the right to approve sponsors, whether financial or otherwise, and to review any Events promoted using any or all of the Marks. Licensor further retains the right to review Event conditions and parameters to ensure that Licensor’s guidelines are being met. Failure to conduct an Event in an appropriate manner may result in termination of this License agreement.

4.Conditions of License

(a) Licensee agrees that it will always place “TM” after each use of any or all of the Marks.

(b) Licensee shall ensure that all Goods that bear any or all of the Marks shall be of high quality and shall be subject to YFC’s approval. Licensor shall have the right to conduct periodic inspections of the Goods bearing any or all of the Marks. Licensee shall forward significant consumer complaints about an Event to Licensor. Failure to uphold quality controls shall be grounds for terminating this License.

(c) If Licensee chooses to obtain outside sponsors for an Event, no such sponsor shall be a company whose primary business involves alcohol, tobacco, firearms, or otherwise deemed inappropriate YFC.

(d) Licensee shall have no right under this Agreement to grant sublicenses, cross-licenses, or in any way to transfer the rights granted under this Agreement.

5.Term and Termination

(a) This License shall terminate on June 1, 2026. Licensee shall cease all use of any or all of the Marks upon termination of this agreement. New applications, extensions, or renewals may be applied for by directing written requests to YFC via email to: hj@cofitness.net or re-registering at: www.coordinatedfitnesssystems.com/main.php .

(b) At any point during the License term, this agreement may be terminated for any material breach of a provision of this agreement, including failure to maintain high quality standards, improper assignment of the agreement, or having an impermissible sponsor.

6.No Challenge to Validity of Marks

In accepting this License agreement, Licensee is expressly prohibited from challenging the validity of any or all of the Marks, and Licensee is expressly prohibited from contesting Licensor’s right to any or all of the Marks. This provision shall survive termination of this License agreement.

7.Disputes to be resolved in New Jersey

In accepting this License, Licensee agrees that any matters of dispute at any time by reason of the terms of this Agreement, shall be litigated, mediated, arbitrated or conducted in the State of New Jersey.