Member License Agreement

1. This Member License Agreement (also, this “agreement”, “Agreement”, “Member License” or
“Member Agreement”) is made by and between Thomas Cottage Enterprises Inc., (also herein, “we”,
“us”, “our” or “Licensor”), including our legal successors and assigns, and you, the member
(“Member”, “you”, or “your”). This Agreement sets forth a legally binding agreement between
Licensor and Member and governs Member’s access and Use of Licensor’s website and any
services provided therein (the “Membership Services”).

 

2. Membership: In the event you purchase anything from us, including but not limited to,
registering as a Member with our website, enrollment in an educational course, participating in a
membership program and/or system provided by us, purchasing any of our products or services,
constitutes an agreement by you that you are a “Member” and a “Licensee” and that your use of and
participation in any of the foregoing activities and its associated Materials (as defined in Section 4
below) and/or content is considered a “Membership” under this Agreement. Utilizing any of our free
services including accessing our website with the sole purpose of personal enjoyment or education
without accessing any of the above defined areas and/or you only used our site to click on an
advertisement, third-party link or external link shall not constitute your using your “Membership” with
us as a “Member” and “Licensee” under this Agreement and are governed by the Terms and
Conditions found on our website.

 

3. The Brands and Materials:

a. The Brands: You acknowledge and agree that we are the sole owner of the following
names and brands, and, as applicable, the following internet domain names: “Homesteading
Family”, “The Homestead Kitchen Membership”, “https://homesteadingfamily.com/”,
www.cwiproperties.com and any variations thereof, including but not limited to any and all designs,
logos, trade dress, marks, trademarks (whether or not included in any formal trademark application
already or in the future) and branding associated with these names (all these collectively referred to
herein as the “Brands”).

b. The Materials: In connection with your Membership, we have provided and are
providing you with access to materials related to your Membership, including content, media of any
kind, assets, intellectual property, login credentials, Member’s Participation and Member’s
Testimonials (both as defined in Section 6.D. below), Templates (as defined in Section 6.E. below),
which hereby include any and all materials, documents and information we provide to you as a
general user of our website, whether already or in the future, and also include any and all additional
materials, products, documents, and information we provided or offer for sale to you as a Member,
whether already or in the future, and which may or may not include or be labeled with the Brands
(herein, the “Materials”).

c. You acknowledge and agree that we are the sole and exclusive owner of the Brands
and Materials, and we are free to exercise any rights afforded to us by applicable law, including the
World Intellectual Property Organization (“WIPO”) and in the Digital Millennium Copyright Act of
1998 of the United States, as amended.

 

4. Use: Member hereby agrees that any use of the Brands and Materials will only be for lawful
purposes and any unauthorized use or prohibited actions will be cause for immediate membership
termination. Member further agrees not to use the Licensor’s Brands and Materials:

a. To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
b. To violate any intellectual property rights of the Licensor or any third party;
c. To upload to otherwise disseminate any computer viruses or other software that may
damage the property of another;
d. To perpetrate fraud;
e. To publish or distribute any obscene or defamatory material;
f. To publish or distribute any material that incites violence, hate or discrimination
towards any group;
g. To unlawfully gather information about others.

 

5. Natural Person: Member agrees (i) that Licensor is providing the Materials under this
Agreement to you personally, individually and as a natural person, and (ii) that we are providing the
Materials to you for your own personal and individual education and development and for no other
purpose except as may be provided in this Agreement.

 

6. Our Grant of License to You: We hereby grant to Member and Member hereby accepts the
right, privilege and nonexclusive license to use the Materials solely in connection with Member’s
personal individual use; and for no other purpose. Member agrees to NOT share Member’s login
credentials, if any, for Licensor’s website or system with any other person or party. Unless otherwise
stated by Licensor as to certain Licensor’s Brands or Materials, Licensor represents and warrants
that, to the best of its knowledge, it owns all rights and privileges to the Brands and Materials,
including but not limited to all rights under any and all applicable intellectual property and general
property laws.

a. License Fee: Member represents Member has duly paid Licensor a license or
membership fee for the use of the Brands and Materials to which Member has been given access by
Licensor. If a Member has obtained unauthorized access to certain member areas or to Materials for
which the Member hasn’t paid, such Member is in material breach of this Agreement, including
Licensor’s Terms & Conditions.

b. Nonexclusivity: Nothing in this Agreement shall be construed to prevent Licensor
from granting any other licenses for the use of the Brands or Materials or from utilizing or modifying
the Brands or Materials in any manner whatsoever. Member agrees not to interfere in any manner
with, or attempt to prohibit the use of the Brands and Materials by, any other person duly licensed by
Licensor.

c. Protection of Our Title & Rights: Member agrees that it will not, during the term of this
Agreement, or thereafter attack the title or infringe on any rights of Licensor in and to the Brands and
Materials or attack the validity of the license granted herein. It is agreed that nothing contained in
this Agreement shall be construed as an assignment or grant to the Member of any right, title or
interest in or to the Brands and Materials, it being understood that all rights relating thereto are
reserved by Licensor, except for the license hereunder to Member of the right to use the Brands and
Materials only as specifically and expressly provided in this Agreement.

d. Member’s Participation and Testimonials. Member hereby authorizes Licensor to use
any and all photographs, digital images, any recordings of Member’s voice, videos or other likeness
of Member and text provided by Member as part of Member’s participation in any of Licensor’s
production of any of Licensor’s content or Materials (“Member’s Participation” or “Member’s
Testimonial”). Licensor’s standard practice in publishing its Member’s Testimonials includes the

publication of Member’s first name and last initial, Member’s state, province and/or country of
residency, and/or a small (no greater than 300px by 300px) photo of Member, along with a small (not
exceeding 500 words) amount of the text-copy (or reasonable paraphrasing or translation of the text-
copy) provided by Member. Member hereby agrees that effective immediately and until the
termination or expiration of this Agreement, Member will be deemed to have assigned, transferred
and conveyed to Licensor any trade rights, equities, goodwill, titles or other rights in and to the
Brands and Materials which may have been obtained by Member or which may have vested in
Member in pursuance of any endeavors covered hereby, including without limitation Member’s
Participation and/or provision of any Member’s Testimonial. Any such assignment, transfer or
conveyance shall be without compensation or consideration other than the mutual covenants and
considerations of this Agreement. Member recognizes that there exists great value and goodwill
associated with the Brands and Materials, and acknowledges that the Brands and Materials, and
that all rights therein and goodwill pertaining thereto, belong exclusively to Licensor, and that the
Brands and Materials have a secondary meaning in the mind of the public. Member also agrees,
represents and warrants that Member’s Participation and/or Member’s Testimonial shall in no way
infringe upon the intellectual property rights of any third party.

e. Use of Brands, Materials and Templates: Member shall have no right to affix the
Brands or Materials to any building, sign, merchandise, image, website or webpage, document or
other item, whether online or offline, without first obtaining Licensor’s express written consent, which
consent shall be at the sole discretion of Licensor. Member shall have no right to copy any of the
Brands or Materials, without first obtaining Licensor’s express written consent, which consent shall
be at the sole discretion of Licensor. Member shall have no right to modify any of the Materials
without first obtaining Licensor’s express written consent, which consent shall be at the sole
discretion of Licensor. Member hereby promises that if Member receives Licensor’s express written
consent, Member’s use of the Brands or Materials, whether directly or by association, (i) shall not in
any way reflect negatively on Licensor’s Brands, Materials or on Licensor, in general, and (ii) shall
be and are fully compliant and complimentary with any applicable laws, regulations, corporate rules
and guidelines. If or when Licensor provides Member with a part of the Materials as a template for
Member’s modification and personal individual use or for use with Member’s Entities (the
“Template”), Member may copy and modify the Template as long as Member’s use and
modifications of the copy of the Template fully comply with Licensor’s written instructions for the
Template and with the terms of this Agreement. After Member’s full compliance with Licensor’s
written instructions for modifying the Template (thereafter “Member’s Modified Template”), Member
may affix Member’s Modified Template to any website or webpage, document or other item, whether
online or offline. Member further agrees to fully complete and comply with Licensor’s written
instructions for the Template including without limitation any attribution or copyright-notice
instructions. Member also acknowledges and agrees that Licensor shall retain full and exclusive
ownership of Licensor’s Template, which Licensor may update and modify from time to time at its
sole discretion.

f. Ownership of Brands and Materials: Member agrees that the Brands and Materials
are the sole property of Licensor and that Member has no interest whatsoever in such Brands and
Materials, and Member shall use the Brands and Materials only for so long as the license granted
hereby remains in full force and effect. Member shall not take any actions, or aid or assist any other
party to take any actions that would infringe upon, harm or contest the proprietary rights of Licensor
in and to the Brands and Materials. Any information that Member is exposed to by virtue of their
relationship with Licensor under this Agreement, which information is not available to the general
public, including without limitation the Materials and Licensor’s Templates, shall be considered to be
“Confidential Licensor Information.” Member may not disclose any Confidential Licensor Information
to any person or entity, except when and where compelled by law, unless Member obtains prior
written consent for such disclosure from Company.

g. Lifetime Access: If at any time Licensor offers Member “Lifetime Access” to any part
or all of the Materials, “Lifetime Access” shall mean Member’s license rights granted hereunder and
rights to use the Materials may be terminated by Licensor immediately with or without notice and
without the opportunity to cure should any of the following events occur: (i) the death of Member, or
(ii) the end of Licensor’s business as a going concern, including, for example and without limitation,
by its bankruptcy, or (iii) the end of, or disability for greater than 12 months of, Licensor’s access to
and use of the internet, which is the primary platform or system by which the Materials are delivered
to Member, or (iv) Member shall fail or refuse to perform any other obligation created by this
Agreement or Member breaches any term or condition of this Agreement or any other agreement
between Member and Licensor or its affiliates, or (v) Member has made any misrepresentations
relating to the acquisition of the license granted herein, or (vi) Member engages in conduct which
reflects unfavorably on the Brands and Materials or upon the operation and reputation of Licensor’s
business. “Lifetime Access” shall not include Member’s access to any social media forums, groups
or pages sponsored by Licensor, any Materials expressly excluded by Licensor, or any Materials
labeled by Licensor as available for a limited time. Member may not terminate this Agreement. In the
event of termination of this License for any reason, Member shall immediately cease all use of the
Brands and Materials and shall not thereafter use any material, name, mark or trade name similar
thereto. Termination of the license under the provisions of this subsection shall be without prejudice
to any rights which Licensor may otherwise have against Member.

h. Relationship of Parties. Member shall not in any manner or respect be the legal
representative or agent of Licensor and shall not enter into or create any contracts, agreements, or
obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or
respect whatsoever; it being understood that this Agreement is only a contract for the license of the
Brands and Materials. Nothing herein contained shall be construed to place the parties in the
relationship of partners or joint-venturers or of franchisor / franchisee. This Agreement and all rights
and duties hereunder are personal and individual as to Member and Member shall not, without the
written consent of Licensor, which consent shall be granted or denied in the sole and absolute
discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Member
or by operation of law. This Agreement may not be waived or modified except by an express
agreement in writing signed by both parties by non-electronic signature. There are no
representations, promises, warranties, covenants or undertakings other than those contained in this
Agreement with respect to its subject matter, which represents the entire understanding of the
parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of
its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof
and either party within the time provided by applicable law may commence appropriate legal
proceedings to enforce any or all such rights.

 

7. Third Party Services: Certain Membership Services may integrate, be integrated into, or be
provided in connection with third-party websites, services, content and/or materials (“Third Party
Services”). Licensor does not control any Third-Party Services. Licensor makes no claim or
representation regarding the Third Party Services and accepts no responsibility for the quality,
content, nature, or reliability of Third Party Services. There is no implied affiliation, endorsement, or
adoption by the Licensor of these Third Party Services and Licensor shall not be responsible for any
content provided on or through these Third Party Services.

 

8. Termination: This Agreement shall continue until terminated by either Licensor or Member.
For monthly memberships, in order for Member to cancel, a written notice must be provided to
Licensor, before the Member’s next billing cycle.
This Agreement may also be immediately terminated in the event that there is a breach of
the terms of this Agreement by either the Member or Licensor. This Agreement will also immediately
terminate upon the death of the Member, the inability of the Member to pay the Fees requires, the

liquidation or discontinuance of the Licensor in any manner, or the filing of any petition by or against
the Licensor under federal or state bankruptcy or insolvency laws.

 

9. Representation: Member agrees and represents that they are over 18 years of age and may
legally consent to and enter into this Agreement.

 

10. Indemnification. Member agrees to defend, indemnify and hold harmless Licensor, its
officers, affiliates, directors, agents, and employees from and against any and all property damage,
personal injuries or death, and other liability, loss, cost, expense, or damage, including, without
limitation, court costs and reasonable attorney’s fees arising out of Member’s personal individual
conduct, actions or inactions, and/or from Member’s breach of any of the terms of this Agreement,
Licensor’s Terms and Conditions or Privacy Policy.

 

11. Entire Agreement: This Agreement constitutes the entire understanding between Member
and Licensor with respect to any and all use of the Membership Services. This Agreement
superseded and replaces all prior or contemporaneous agreements or understandings, written or
oral, regarding the relationship between Member and Licensor.

 

12. Survival: Any provision of this Agreement which by its terms imposes continuing obligations
on either of the parties shall survive termination of this Agreement.

 

13. Severability: If any part or subpart of this Agreement is held invalid or unenforceable by a
court of law or competent arbitrator, the remaining parts and subparts will be enforced to the
maximum extent possible. In such condition, this remainder of this Agreement shall continue in full
force.

 

14. Dispute Resolution: In case of a dispute between Member and Licensor relating to or arising
out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good
faith. If these personal resolution attempts fail, the Member and Licensor shall then submit the
dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in
Section 15 of this Agreement. The arbitration shall be conducted by a single arbitrator, and such
arbitrator shall have no authority to add any party, vary the provisions of this Agreement, aware
punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing
federal and state law of Idaho. Member and Licensor hereby agree to each pay their own costs and
fees. Claims necessitating arbitration under this section include, but are not limited to: contract
claims, tort claims, claims based on federal and state law, and claims based on local laws,
ordinances, statutes or regulations. Intellectual Property claims by Licensor will not be subject to
arbitration and may, as an exception to this subpart, be litigated. Member and Licensor, in
agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in
regard to arbitral claims.

 

15. Governing Law: This Agreement shall be governed by and construed in accordance with the
internal laws of Idaho without giving effect to any choice or conflict of law provision or rule. Each
party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts
located in Boundary County, Idaho.

 

16. Counterparts: This agreement, and any other agreements we may enter into with you later,
may be executed in several counterparts or by separate actions between or among its parties, each
of which shall constitute an original and all of which, when taken together, shall constitute one
agreement. You understand and agree that your accessing and using the information on this website
constitutes your complete assent, and, as applicable, the assent of the company, group or
organization you represent, to all of these terms and conditions, which shall be considered valid,
binding and effective for all purposes.

 

 

17. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each a “Notice”) shall be in writing and addressed to the Licensor and
Member. All Notices from Licensor to Member relating to this Agreement will be sent to the email
address Member provided to Licensor. Any Notices from Member to Licensor relating to this
Agreement, must be sent to the following email address: support@homesteadingfamily.com,
including the word “membership” in the subject line. A Notice is only effective if (i) the receiving party
has received the Notice and (ii) the party giving the Notice has complied with the requirements of
this section.

 

18. Other Agreements. Our Privacy Policy found on our website may also govern your activities
as a Member; therefore, our Privacy Policy is incorporated herein by reference.