APPROVEDRICHCLUB CERTIFICATE AND MEMBERSHIP LICENSE AGREEMENT

INTRODUCTION

This ApprovedRichClub Certificate and Membership License Agreement (the “Agreement”) is made and entered into as of the moment of acceptance by digital means of these terms (“Effective Date”) by and between Mr. Lukas Franczyk with his principal place of business at Berger Str. 381, 60385 Frankfurt am Main, Germany (hereinafter also referred to as “Licenser”) and the person who is undertaking to prove his richness (hereinafter also referred to as “Licensee”), individually and collectively also referred to as “Party” and “Parties” respectively.

The Licenser is the inventor, founder and administrator of an exclusive network association by the name of “ApprovedRichClub”. It is aiming at gathering persons that are interested in and willing to prove their richness. Based upon the product, the Licensee agrees to pay the 6-monthly recurring corresponding subscription fee (hereinafter also referred to as “Subscription Fee”) in order to enter the ApprovedRichClub as a confirmed member (hereinafter also referred to as “Confirmed Member(ship)” or “CM” in short) and to receive the corresponding, individualized certificate and the right to use such for a limited time as laid out below in this Agreement.

In the interest of providing the enormous amount of self-validation to all persons who can afford the membership in the ApprovedRichClub and making it widely known and approachable, the Licenser encourages all such individuals that understand and agree with the ApprovedRichClub philosophy to join the community and be properly licensed to use the ApprovedRichClub name in connection with their active Confirmed Membership status.

TERMS AND CONDITIONS

1. Grant of License, Scope and Restrictions

a) Subject to the terms and conditions of this Agreement, the Licenser grants to Licensee, and Licensee accepts, a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-delegable license in reference to the product the Licensee has chosen. Licenser offers two products and corresponding subscription plans (hereinafter also referred to as “Subscription Plan(s)”) thereto:

i) “Basic Subscription Plan” consisting of Confirmed Membership in ApprovedRichClub and individualized downloadable certificate attesting Licensee to be approved rich (hereinafter also referred to as “CERTIFICATE OF RICHNESS”) for a 6-monthly recurring subscription fee at the amount of 10.000,00 €;

If Licensee chose the Basic Subscription Plan, he is entitled to choose the following exclusive upgrade offer:

ii) “Premium Subscription Plan” consisting of Confirmed Membership in ApprovedRichClub and individualized, downloadable certificate attesting Licensee to be mind-blowingly rich (hereinafter also referred to as “CERTIFICATE OF MIND-BLOWING RICHNESS”) for a 6-monthly recurring subscription fee at the amount of an additional 25.000,00 €. For the avoidance of doubt: Opting for the Premium Subscription Plan will result in an accumulated amount of 35.000,00 € in subscription costs for the 6 month plan.

The chosen Subscription Plan allows Licensee to use ApprovedRichClub’s respective certificate as digital proof to identify himself as a Confirmed Member of ApprovedRichClub and/or as a holder of the respective certificate for the time specified under provision 4 of this Agreement.

In this regard, the Licensee may only use his Confirmed Membership status to:

i. List the “Confirmed Member/CM of ApprovedRichClub” and/or – depending on his subscription – “ApprovedRichClub CERTIFICATE OF RICHNESS Holder” or “ApprovedRichClub CERTIFICATE OFMIND-BLOWING RICHNESS Holder” designation on his (digital) business card or similar; and/or

ii. List the “Confirmed Member/CM of ApprovedRichClub” and/or – depending on his subscription – “ApprovedRichClub CERTIFICATE OF RICHNESS Holder” or “ApprovedRichClub CERTIFICATE OFMIND-BLOWING RICHNESS Holder” qualification on a biography, resume, curriculum vitae, or professional biography.

b) Licensee shall not refer to himself as an “ApprovedRichClub CERTIFICATE OFMIND-BLOWING RICHNESS Holder” or use any similar designation that is designed or likely to be misinterpreted or misconstrued in a way that might suggest he had an active Premium Subscription Plan unless the Licensee has passed the relevant certification process and has complied with all other requirements to receive and maintain such certification.

c) Licensee shall not use his Confirmed Membership status or any of ApprovedRichClub’s or the Licenser’s other designations, trademarks / service marks, taglines, characters, copyrighted content, or logos in any manner other than as expressly provided for in this Agreement. All rights not specifically granted by Licenser to Licensee are expressly and exclusively reserved by Licenser.

d) At no point shall the Licenser be obligated under this Agreement to provide the Licensee with any other or additional service, right and/or good whatsoever other than the rights granted above, including but not limited to any sort of forum, digitally or physically, to meet up and/or connect with other Licensees. Notwithstanding the foregoing, Licenser and Licensee may agree on additional services in a separate agreement.

2. Nature of Relationship

The Parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Neither Party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or the power to bind the other Party in any respect whatsoever.

3. Fees, Payment, Term, and Auto-Renewal

a) As a Confirmed Member, the Licensee must exclusively pay relevant Subscription Fee listed under provision 1. All costs arising from the chosen Subscription Plan are included in the respective Subscription Fee; reference is being made to provision 1 a) ii).

b) In order to become a Confirmed Member, Licensee must specify one credit card to allow payment of the Subscription Fee corresponding to the Subscription Plan chosen in the registration process. Licensee therewith authorizes Licenser and his chosen credit card service provider respectively to debit the payment of the Licensee’s Subscription Fee. Licensee remains responsible for any outstanding amounts, if any.

c) If a payment cannot be successfully processed because the credit card in question has expired, has insufficient funds or fails for any other reason, and Licensee does not cancel his account, Licensee’s Confirmed Membership and any corresponding rights will get suspended until Licenser have successfully debited a valid credit card. Note: The issuer of the relevant credit card may charge a certain fee, such as a foreign transaction fee or other payment processing fees. Local taxes may vary depending on the payment method chosen. For more information, the Licensee may contact the service provider of your payment method.

d) In the event of any chargeback following the credit card payment of the Subscription Fee, the Licensee is obliged to bear those costs entirely, unless and insofar the chargeback is not the result of any legal circumstance that voids the contractual obligation to pay the Subscription Fee, e.g. a legally valid revocation.

e) The Subscription Fee corresponding to the chosen Subscription Plan covers the entire subscription period of six (6) months (hereinafter also referred to as “Subscription Term”). Unless canceled, subscriptions will automatically renew for another six (6) months at the same Subscription Fee as stated above at the end of any Subscription Term.

4. Termination

a) Licensee can opt out / cancel his Subscription Plan(s) at any time at his dashboard under the URL https://www.proverich.com/settings under “Change”. If Licensee chose Premium Subscription Plan, he may downgrade to the Basic Subscription Plan or cancel both Subscription Plans altogether. If only the Premium Subscription Plan is canceled, the corresponding license will run out at the end of the Subscription term and solely the Basic Subscription plan will be renewed automatically. If Licensee chose Premium Subscription Plan cannot cancel the Basic Membership Plan exclusively.

b) If canceled, the active Subscription Term will run out and will not be renewed; Licensee cannot renew his subscription once canceled for the remainder of the running Subscription Term. If Licensee wishes to sign up for a Subscription after canceling, he must wait for the current Subscription to run out and then sign up anew.

c) This Agreement and the corresponding Subscription Plan may be terminated by Licenser immediately after written electronic notice (e.g. via email) to Licensee if Licensee:

i. Refuses or fails to perform any of his obligations or covenants under this Agreement or breaches his obligations to Licenser;

ii. Publicly denounces, slanders, defames or denigrates ApprovedRichClub and/or any of ApprovedRichClubs’ products and/or the Licenser individually either orally, visually or in writing (including through digital or electronic means or methods such as social media); or

iii. Engages in or persists in conduct that would reflect unfavorably upon ApprovedRichClub, or upon the operation and reputation of ApprovedRichClub’s or Lincenser’s business, including, without limitation, a felony or any other criminal act, conduct or misconduct that would raise a substantial question about ApprovedRichClub’s legitimacy.

The right of each Party to terminate the Agreement for grave cause with immediate effect shall remain unaffected.

d) Upon the termination of this Agreement, Licensee shall immediately discontinue all use of the rights granted to him under provision 1. Licensee shall also ensure that all third-party uses of the rights granted under provision 1 in association with the Subscription (on social media, webpage or any other platform or location) are permanently deleted and removed.

5. Damages and Attorneys’ Fees

a) Licensee’s breach of this Agreement and/or use of the Licenser’s/ApprovedRichClub’s IP in a manner that exceeds the scope of the limited license provided by this Agreement may constitute trademark infringement, copyright infringement, unfair competition, and false advertising, among other violations. Licenser reserves all rights to pursue all claims, damages and relief against Licensee related to Licensee’s breach of this Agreement, including his failure to perform any of the obligations or covenants under this Agreement.

b) Licenser will be entitled to recovery of his attorneys’ fees and other costs of suit if Licenser obtains a judgment in his favor against Licensee in any legal proceeding arising out of Licensee’s breach of this Agreement, including his refusal or failure to perform any of the obligations or covenants under this Agreement.

c) THE TOTAL LIABILITY OF Licenser TO Licensee IN ANY EVENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY Licensee FOR THE SUBSCRIPTION CHOSEN. Licenser is not liable to Licensee or any third party for any indirect, special or consequential damages. For the avoidance of doubt, this means that Licenser is never liable to Licensee (or any other third party) for Licensee’s (or any other third party’s) expenditures, investments, leases, commitments lost revenue, lost profits, or lost data, even if Licenser terminates or breaches this Agreement.

6. Indemnification

Licensee shall indemnify, defend at Licenser’s request, and hold harmless Licenser from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses and costs (including court costs and attorneys’ fees), arising from or related to any third party claim, suit or proceeding brought against Licenser or ApprovedRichClub which arises from or is related to: (a) Licensee’s breach of any of his obligations described herein; (b) infringement or misappropriation by Licensee of any intellectual property, personal or proprietary right of Licenser, or any third party; (c) property damage, personal injury, or death based on Licenser’s negligent, reckless, or willful acts or omissions; or (d) any other actions, claims, liabilities, losses, damages, expenses and costs related to Licensee’s relationship with Licenser.

7. Governing Law and Forum Selection

This Agreement shall be governed by and construed under the laws of the Federal Republic of Germany, notwithstanding its conflict of law provisions. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be exclusively brought in the competent court of Frankfurt am Main, Germany. The parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action, suit or proceeding to enforce the terms of this Agreement or adjudicate any dispute arising out of this agreement.

In Witness Whereof, the parties have executed this Agreement as of the date and at the time at which Licensee has indicated his consent to this Agreement by firstly ticking the checkbox next to the link to this Agreement and then clicking the button “BUY NOW”.