TERMS AND CONDITIONS FOR DIGITAL GARMENTS DEVELOPMENT AND PROFIT-SHARING

[Acceptance of Terms and Conditions]

By ticking the box below you (“Creator”) agree to be bound by these TERMS AND CONDITIONS FOR DIGITAL GARMENTS DEVELOPMENT AND PROFIT-SHARING (hereinafter the “Agreement”) developed by Zero10, Inc., a Delaware corporation with registered office at 251 Little Falls Drive, the city of Wilmington, County of New Castle, Delaware, U.S. and with the address for correspondence at 155 E. 56th Street, 3-rd floor, New York, New York, U.S. (“Zero10”). The date when you accepted these Terms and Conditions as indicated above shall be referred to as the Effective Date.

These terms and conditions take effect immediately on your first use. If you do not agree to any following terms and conditions please do not ticking the box below.

ZERO10 and Creator are referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, ZERO10 specializes in developing a real-time and photo virtual try-on technology based on its proprietary 3D body tracking algorithm and its 3D models of digital garments, including Virtual Clothes AR Try-On;

WHEREAS, Creator is a fashion independent professional specializing in creating visual garments designs; and

WHEREAS, the Parties desire to design and create one or more complete 3D-visualized models for a digital clothing collection that ZERO10 may commercialize by presenting and licensing for a fee via the mobile application developed by ZERO10 (the “App”) or the website platform of ZERO10 (the “Website Platform”) or elsehow;

WHEREAS, ZERO10 is ready to share the net profits arising out of commercialization of the digital clothing (based on and/or incorporating the visual garments designs provided by Creator) with the Creator during the term of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Design Services; Distribution of Digital garments.

1.1. Creator Services. The Parties acknowledge and agree that Creator will deliver the 3D-visualized models for a digital clothing (the “Designs”) in the format as per the guidelines accessible at https://designers.zero10.app/ and assign the exclusive rights thereto to ZERO10 in accordance with the terms of this Agreement. Creator hereby acknowledges having studied the guidelines and being well familiar with them.

1.2. ZERO10 Services. ZERO10 will exercise its discretion in accepting the Designs delivered by Creator and in the event of the Designs acceptance ZERO10 will use commercial efforts to, or direct its affiliates or subcontractors to, (a) produce digital clothing (AR ready 3D models) based on and/or incorporating the Designs of the Creator (the “Digital Garments”); (b) put onto and commercialize the Digital Garments via the App and/or the Website Platform in accordance with the terms of the App/Website Platform and this Agreement and (c) put onto and commercialize the Digital Garments in any way it deems appropriate. The date the Digital Garments are first placed on the App and/or Website Platform or elsewhere for each item of the Digital Garments will be determined by ZERO10 in its sole discretion.

2. Profit Sharing.

2.1. The Parties acknowledge that ZERO10 will be commercializing the Digital Garments via the App and/or the Website Platform and/or elsehow at its discretion. Creator hereby acknowledges being fully aware of the way the App and the Web Platform function and commercialize the Digital Garments: users may use the Digital Garments for a fee (including inter alia for commercial purpose) under the terms and conditions of the App and/or the Web Platform respectively.

2.2. During the Term as defined below the Parties agree to split the profits from such commercialization of the Digital Garments as per Schedule 1 hereto.

3. Term.

This Agreement is effective as from the Effective Date and will continue until Digital Garments are removed from the App and/or Website Platform and/or elsewhere subject to the termination rights set forth in Section 7 hereof (the “Term”).

4. Confidentiality.

4.1. Confidential Information. Each Party acknowledges that it may have access to information that is treated as confidential and proprietary by the other Party, including the financial terms of this Agreement, the Designs, the Digital garments, trade secrets, technology and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, and personnel, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, “Confidential Information”). Each Party agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the other Party in each instance, and not to use any Confidential Information for any purpose except as required in the performance of this Agreement and to enforce this Agreement. Each Party will notify the other Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information.

4.2. Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than through breach by a Party of this Agreement; (b) is communicated to a Party by a third party that had no confidentiality obligations with respect to such information; (c) is already in the possession of the receiving Party at the time of disclosure without a breach of a duty owed to the disclosing Party; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

4.3. Required Disclosures. Nothing herein will be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency; provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Each Party agrees to provide written notice of any such order to the other Party promptly upon receiving such order, but in any event (to the extent possible) sufficiently in advance of making any disclosure to permit such Party to contest the order or seek confidentiality protections, as determined in such Party’s sole discretion.

5. Intellectual Property.

5.1. Background IP Ownership. As between the Parties, each Party will remain the owner of such Party’s Background IP subject to other provisions of this Agreement. “Background IP” means any Intellectual Property Rights that (a) are Controlled by a Party as of the Effective Date; (b) come within the Control of a Party by acquisition or licensing during the Term; or (c) were created or Developed by a Party outside of this Agreement and are Controlled by such Party. Notwithstanding the use of this Background IP for the project plan, this Agreement does not affect the ownership with respect to this Background IP.

5.2. Ownership of IP. The Parties distinguish that there is a significant difference between the Designs created by Creator and the Digital Garments created by ZERO10: even though the letter may be based on the former all IP rights to the Digital Garments are deemed to vest in ZERO10. As between the Parties: subject to Creator’s authorship of the Designs, ZERO10 will be the sole and exclusive owner of the copyright and other exclusive intellectual property rights connected to or arising out the Digital Garments, the App and the Website Platform.

5.3. The Creator hereby agrees to assign the exclusive rights to use the Designs to ZERO10 in order for the latter to develop and further commercialize Digital Garments on the App and/or on the Website Platform and/or elsewhere. Such rights may not be unilaterally revoked by the Creator since the Digital Garments will present the intellectual property of ZERO10. Any and all consideration for the exclusive rights to use the Designs as indicated above is deemed to be included into the Creator’s share of the Net Profit indicated in Section 2.2. hereof.

5.4. Neither Party may use or display the other Party’s trademarks or branding without the other Party’s prior written consent. Each Party agrees that the use of the other Party’s trademarks, publicity rights, and other intellectual property as authorized hereunder (a) will conform at all times to the high quality standards associated with the ZERO10 and Creator brands as provided by each Party from time to time; (b) will be governed by commercially reasonable standards of fair dealing and be in compliance with applicable laws and regulations; and (c) will not be reasonably expected to defame, disparage, or otherwise tarnish the reputation of the other Party or the goodwill associated with the other Party’s intellectual property. All uses by a Party of the other Party’s trademarks and all goodwill associated therewith will inure to the sole and exclusive benefit of the respective trademark owner.

6. Media and Promotion.

6.1. The Parties will use commercially reasonable efforts to promote the Digital Garments during the Term and they will cooperate in good faith to consider any additional publicity events and opportunities that are mutually agreeable to the Parties. Each Party will comply with all applicable laws and regulations in conducting promotional activities related to the Products or this Agreement.

6.2. Creator may promote and publicly display the Digital Garments only subject to prior written consent of and in a form approved by ZERO10. Notwithstanding anything to the contrary set forth in this Agreement Creator may neither use, nor display the technology of ZERO10 or Digital garments in public domain without prior written consent of ZERO10.

6.3. ZERO10 may promote the Digital Garments at its own discretion including inter alia via publicly displaying the Digital Garments and/or the Designs and letting third parties’ limited use of the Digital Garments and/or the Designs.

7. Termination.

Subject to section 1.3(b) hereof each Party may terminate this Agreement upon written notice to the other Party if such other Party commits a material breach of this Agreement and fails to cure such a breach within thirty (30) days of the original notice thereof or such other period as may be mutually agreed upon by the Parties; provided that, in the event a breach is not curable, the non-breaching Party may terminate immediately upon written notice.

8. Representations, Warranties and Indemnities.

8.1. Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the right and full legal capacity to enter into this Agreement, to grant its respective rights granted herein, and to perform fully all of its obligations in this Agreement; and (ii) entering into this Agreement does not and will not conflict with or result in any breach or default under any other agreement in violation of applicable laws to which such Party is subject.

8.2 No Infringement. Creator represents, warrants, and covenants that the Creator is the sole author and the exclusive intellectual property rights owner of the Designs to be provided and assigned to ZERO10 and that the Designs to be provided and assigned to ZERO10 by Creator hereunder will not (and the authorized use thereof by ZERO10 will not) infringe, misappropriate, or otherwise violate any third party’s intellectual property rights or any other rights or applicable laws. Creator represents that he/she has not and during the Term and thereafter shall not assign any rights to the Designs to third parties.

8.3. Indemnity. Each Party shall fully indemnify the other one for any amounts, including legal fees and costs, that that such other Party incurs as a result of third parties’ claims connected to or arising out of such first Party’s breach of any of the foregoing.

9. Miscellaneous.

9.1. Force Majeure. In the event that due to strike, lockout, or other labor trouble, riot, war, rebellion, fire, earthquake, epidemic, pandemic (except for Covid-19), accident, act of terrorism or act of God, or any act of governmental or military authorities (foreign or domestic), or any other similar occurrence beyond the control of the Parties (each, a “Force Majeure Event”), a Party is unable to perform its obligations under this Agreement, such Party is excused from performance of its obligations under this Agreement during such period that the Force Majeure Event is in effect (and the corresponding obligations of the other Party will also be excused); provided that in the event a Force Majeure Event prevents a Party from performing its obligations under this Agreement for a period of three months or longer, the non-affected Party may terminate this Agreement immediately upon written notice to the affected Party.

9.3. Governing Law. This Agreement is made under and shall be construed in accordance with the laws of the State of New York, without reference to conflict of laws principles.

9.4. Forum Selection. In the event of any dispute arising from or relating to this Agreement or any business relationship of the Parties, the Parties hereby agree to exclusive personal jurisdiction in the federal and state courts located in the State of New York.

9.5. Severability. All agreements and covenants contained in this Agreement are severable, and in the event any of them are held to be invalid, then this Agreement will be interpreted as if such invalid agreements or covenants were not contained herein.

9.6. Waiver; Amendment; Modification. No term or provision hereof will be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing signed by such Party. The waiver by a Party of, or consent by a Party to, a breach of any provision of this Agreement by any Party, will not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by such other Party. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.

9.7. Advice of Counsel. Creator acknowledges that, in executing this Agreement, Creator has had the opportunity to seek the advice of independent legal counsel, and consultant has read and understands all of the terms and provisions of this Agreement. this Agreement shall not be construed against any party by reason of the drafting or preparation hereof.

9.8. Counterparts. This Agreement may be executed in multiple counterparts and by electronic signature, each of which will be deemed an original and all of which together will constitute one instrument.

9.9. Construction. Except where the context otherwise requires, wherever used, the singular will include the plural, the plural will include the singular, and the use of any gender will be applicable to all genders. Whenever this Agreement refers to a number of days without using a term otherwise defined herein, such number refers to calendar days. The captions of this Agreement are for the convenience of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The terms “including,” “include,” or “includes,” will not limit the generality of any description preceding such term and as used herein will have the same meaning as “including, but not limited to” or “including, without limitation.” The word “will” will be construed to have the same meaning and effect as the word “will.” References to any specific law, rule, or regulation, or article, section, or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule, or regulation thereof. The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

9.10. Entire Agreement. This Agreement and its appendices constitute the entire agreement between the Parties and any prior agreements between the parties are deemed to have been replaced by and merged into this Agreement.

SCHEDULE 1

PROFIT SHARING

1. ZERO10 is about to run the commercialization of the Digital Garments and it is ready to share the net profits arising out of commercialization of the Digital Garments collection with Creator during the Term indicated below as follows:
• a revenue share of 30% of Net Profit derived from commercialization of the Digital Garments by Zero10 shall go to the Creator;
• a revenue share of 70% of Net Profit derived from commercialization of the Digital Garments by Zero10 shall go to Zero10;

The “Net Profit” shall mean all monies actually received by ZERO10 in consideration of the Digital Garments (based on and incorporating the Designs of the Creator) sold via the App and/or the Website Platform and/or elsehow less taxes, fees and expenses attributable to commercializing of the Digital Garments and payable to third parties by Zero10 including inter alia AppStore.

2. Creator shall be paid its share of the Net Profit within thirty (30) business days from the day when the monthly sales report is generated and issued by ZERO10. Payments shall be made in a manner approved by ZERO10.