Contribution Agreement

This Contribution Agreement (this “Agreement”) is made this first day of June, 2021 (the “Effective Date”), by and between DEFCAD, Inc., an Arkansas corporation (the “Company”), and the applicant (the “Creator”) (individually, a “Party”, together, the “Parties”)

WHEREAS, Company maintains on certain locations of the Company Web Site (as defined herein) and makes available to content creators the ability to post and publish their original content and collections of information;

WHEREAS, Creator is a creator of content and collections of information and wishes to publish the same to the Company Web Site;

WHEREAS, Company wishes to grant certain rights to Creator with respect to access to the Company Web Site, and certain other matters, as set forth in this Agreement;

WHEREAS, Creator wishes to contribute certain Creator Content to the Company Web Site, to grant certain rights to Company with respect to the Creator Content, and certain other matters, as set forth in this Agreement; and

WHEREAS, Creator wishes to drive traffic to the Company Web Site in order to promote the Creator Content

NOW, THEREFORE, in consideration of the above, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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1.0 Definitions

As used herein, the following terms have the following meanings:

1.1. “Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party; and "control" means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

1.2. “Bankruptcy Event” means that either Party (i) files a petition for bankruptcy; (ii) has an involuntary petition in bankruptcy filed against it which is not challenged within five (5) days and dismissed within thirty (30) days; (iii) becomes or is declared insolvent; (iv) admits in writing its inability to pays its debts as they come due; (v) is the subject of any other voluntary or involuntary proceedings related to its liquidation, administration, provisional liquidation, insolvency or the appointment of a receiver or similar officer for it; (vi) passes a resolution for its voluntary liquidation; (vii) has a receiver, manager or similar Person appointed over all or substantially all of its assets; (viii) makes a general assignment for the benefit of all or substantially all of its creditors; (ix) enters into an agreement or arrangement for the composition, extension, or readjustment of substantially all of its obligations or any class of such obligations; (x) has any significant portion of its assets attached; or (xi) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its asserts are situated.

1.3. “Change of Control” means the consummation of a transaction in which any entity becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of Company’s then outstanding securities, or a transaction in which the stockholders of Company approve: (a) a plan of complete liquidation of Company; or (b) an agreement for the sale or disposition of all or substantially all of Company’s assets, other than to an Affiliate; or (c) a merger, consolidation, or reorganization of Company with or involving any other entity (other than an Affiliate).

1.4. “Company Content” means (i) the Company Web Site, and (ii) hypertext links (whether in graphical, text or other format) that enable "point and click" access to locations of the Company Web Sites specified by Company (and subject to change by Company from time to time).

1.5. Intentionally Omitted.

1.6. “Company Web Sites” means, collectively: (a) the Web Sites located at www.defcad.com, and (b) other Web Sites owned and/or operated by Company its parent, or its Affiliates.

1.7. “Confidential Information” means and shall be deemed to include each Party's Intellectual Property Rights, and all nonpublic information concerning the other Party (whether prepared by the disclosing Party, its advisors, or otherwise and irrespective of the form of communication) that has been furnished to a Party or its representatives now or in the future, or that will be furnished to a Party or its representatives related to this Agreement, including information related to products, services, technologies, business plans, forecasts, financial condition, operations, assets, liabilities, business strategies, pricing, costs, and manufacturing processes, in each case by or on behalf of the disclosing Party, and any information that is otherwise designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential.

1.8. “Creator Content” means any data, content, or information that Creator creates or adds to the Creator Page. Creator Content does not and shall not include any Company Content.

1.9. “Creator Content Revenue” means the gross proceeds of revenue derived from the Creator Page.

1.10. “Creator Fees” means the fees set forth on the fee schedule attached hereto as Exhibit A.

1.11. “Creator Page” means a Web Site page hosted on the Company Web Site that incorporates a mutually agreed upon Graphical User Interface and displays Creator Content.

1.12. “Graphical User Interface” means the look and feel of a Web Site page that users see when they view it through an Internet browser or equivalent interface regardless of platform or underlying technology, containing and implementing branding, graphics, navigation, and content.

1.13. “Intellectual Property Rights” means all (i) patents and patent applications, (ii) copyrights and registrations and applications for registrations thereof, (iii) mask works and registrations and applications for registration thereof, (iv) computer software, data, and documentation, (v) proprietary know-how, manufacturing and production processes and techniques, research and development information, copyrightable works, trade secrets, tangible and intangible proprietary information or materials, (vi) trademarks, business identifiers, service marks, trade names, Internet domain names and applications for registration and registrations therefore, and all goodwill symbolized thereby and associated therewith, and (vii) other proprietary rights relating to any of the foregoing, existing at any time in the United States or elsewhere throughout the world.

1.14. “Person” means any natural person, corporation, partnership, limited liability company, or other legal entity.

1.15. “Payment Processing Services” means the processing of Automated Clearing House (“ACH”) payments originating on the Payee Platform.

1.16. “Trademarks” means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers.

1.17. “Web Site” means any point of presence maintained on the Internet or on any other public data network. With respect to any Web Site maintained on the World Wide Web, such Web Site includes all HTML pages (or similar unit of information presented in any relevant data protocol or presentation language) that either (a) are identified by the same second-level domain (such as defcad.com and including any subdomain, subdirectory, or binary or text file associated with such second-level domain) or by the same equivalent level identifier in any relevant address scheme, or (b) contain branding, graphics, navigation, or other characteristics such that a user reasonably would conclude the pages are part of an integrated information or service offering.

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2.0 Agreement

During the Term, the Company hereby agrees to make available to Creator in its discretion certain Company Web Site(s) and the Graphical User Interface(s) of which it is comprised, for purposes of Creator’s creating and maintaining a Creator Page and publishing Creator Content thereupon, and Creator agrees to maintain such Creator Page during the Term, subject to the terms of this Agreement.

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3.0 Open Source

3.1. Subject to the terms and conditions of this Agreement, Company and Creator hereby agree that Creator Content is open source and Company has a perpetual and unlimited right to use, modify, delete from, add to, combine with other content, publicly display, reproduce, transmit, sell, distribute and otherwise exploit such Creator Content by all means and manners now or later known, including, without limitation, on, through or with the Company Web Sites to third party applications, widgets and websites, including, without limitation, distribution of all or part of the Creator Content in any media formats and through any media channels.

3.2. If the Creator requests in writing the removal of any Creator Content from the Company Web Sites, Company, may, but is not obligated to, remove such specific Creator Content from the Company Web Sites.

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4.0 Fees

As consideration for the Creator publishing the Creator Content on the Company’s Web Sites, the Company agrees to pay the Creator Fees as set forth in Exhibit A in accordance with the following terms and conditions:

4.1. Creator Fees; Payment Terms. Company shall calculate all Creator Fees on a calendar monthly basis. Within ten (10) business days following the end of each calendar month during which any Creator Fees are owed according to the terms of this Agreement and in accordance with the fee schedule set forth on Exhibit A, Company shall provide Creator with a report detailing the Creator Fees due, upon which time the Creator Fees shall payable to Creator within seven (7) business days therefrom.

4.2. Payment. The Creator Fees shall be paid by ACH transfer to the bank account nominated by Creator in Exhibit A hereto. Notwithstanding the foregoing, Company may choose to issue a monthly payment to Creator only once the aggregate outstanding amounts owed to Creator exceed One Hundred U.S. Dollars ($100.00) at the end of such month. Amounts to be paid to Creator do not include any foreign, U.S. federal, state or local taxes or other governmental charges, arising as a result of or in connection with the transactions contemplated under this Agreement for which Creator is solely responsible. Creator acknowledges and agrees that the Payment set forth herein above is the total compensation Creator shall be entitled to in connection with its performance of this Agreement and Company’s exercise of its rights hereunder.

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5.0 Creator Content

Creator shall:

5.1. Provide Company with the requisite data, including technical specifications of the Creator Content to enable Company to utilize or develop a suitable Graphical User Interface to display the Creator Content from Creator;

5.2. Ensure the Creator Content specifications are complete, accurate and current and that Company is duly notified in advance and provided with a list of intended changes to said specifications which may affect the said Graphical User Interface or the ability of Company to display the Creator Content;

5.3. Develop, maintain and regularly update the Creator Content in order to keep the same current, relevant and useful to users of the Company Web Sites;

5.4. Provide on-going assistance to Company in relation to technical, administrative and service oriented issues relating to the use, transmission and maintenance of the Creator Content, as Company may reasonably request; and

5.5. Comply with all applicable laws, rules, regulations or directives of the relevant authorities or with any notices, instructions, guidelines or directives given by Company from time to time. Such applicable laws, codes or regulations shall include those relating to subversive, defamatory, obscene or pornographic materials, breach of copyright, patent or other proprietary rights or any which in the reasonable opinion of Company may adversely affect the use of the Company Web Sites by other users.

5.6. Represent and warrant that Creator has full rights and authority to use, share, and publish the Creator Content, including any information making up all or any portion of the Creator Content, including, without limitation, any and all copyright, trademark, patent, and any and all other intellectual property rights, and to further grant unto Company a perpetual and unlimited right to use, modify, delete from, add to, combine with other content, publicly display, reproduce, transmit, sell, distribute and otherwise exploit such Creator Content in Company’s sole discretion.

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6.0 Right to Refuse

Company reserves the right to review and reject the Creator Content in its sole discretion. If Company determines, in its sole and absolute discretion, that the Creator Content contains any material that Company deems to have breached any of the terms and conditions of this Agreement or which is likely to subject Company to unfavorable regulatory action, contravene any law or infringe upon the rights of any persons, or subject Company to liability for any reason, Company will inform Creator of the reason for such determination and:

6.1. Company may refuse to include the Creator Content or any part thereof or any references to such Creator Content on the Creator Page or Company Web Sites; and/or

6.2. Remove or delete the affected Creator Content from the Creator Page or Company Web Sites; and/or

6.3. Cause Creator to remove or delete the affected Creator Content from the Creator page or Company Web Sites.

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7.0 Representations and Warranties

7.1. Creator represents and warrants for the benefit of Company that:

7.1.1. Creator has the right, power and authority to enter into, make and perform this Agreement without the consent of any third party;

7.1.2. Creator is the author, creator or legitimate licensee of all Creator Content provided pursuant to this Agreement with the necessary rights to distribute the Creator Content which includes authorizing Company to provide, promote and display the Creator Content on the Creator Page;

7.1.3. The Creator Content developed by Creator or on its behalf or furnished by Creator to Company (as the case may be) does not and will not infringe any Intellectual Property Rights of any third party and does not and will constitute a defamation or invasion of the rights of privacy or publicity of any third party;

7.1.4. Creator has not made and will not make any grant, assignment or agreement which will or might reasonably be expected to conflict, interfere, prejudice, limit, diminish or impair any of the rights granted or to be granted to Company hereunder;

7.1.5. The Creator Content does not violate the laws, statutes and/or regulations of any jurisdiction, including the United States;

7.1.6. The Creator Content furnished by Creator to Company for the purpose of this Agreement is true, consistent and accurate;

7.1.7. Creator has all the necessary consents, licenses and approvals from any and all relevant authorities to provide, promote and display the Creator Content on the Creator Page; and

7.1.8. Creator is an entity duly organized and validly existing under the laws of the jurisdiction in which it is formed and has the requisite power and capacity to execute, deliver and perform the terms of this Agreement has taken or shall take all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement.

7.2. Creator acknowledges that Company has entered into this Agreement in reliance on the representations and warranties set forth herein.

7.3. Without prejudice to the provisions of paragraphs 7.1 and 7.2 above, Creator shall provide Company with the necessary documents evidencing the validity of the representations and warranties set forth herein within seven (7) days from the date of receipt of Company’s written notice requesting the same, failing which Company shall be entitled to remove or delete the Creator Content from the Creator page without any liability to Creator.

7.4. If Company is notified that any Creator Content, or part thereof, is in violation or any applicable laws, rules or regulations, Company will immediately notify Creator who shall immediately remove the affected Creator Content, provided, however that if Creator does not do so within twenty-four (24) hours of being so informed, Company may remove or delete the affected Creator Content from the Creator Page without any liability to Creator.

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8.0 Indemnity

Creator will indemnify, defend. and hold Company and its directors, officers, shareholders, partners, employees and agents (each, a “Company Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that a Company Party may suffer or incur as a result of or relating to the failure of the representations and warranties of Creator to be true and correct or for Company’s publication of any Creator Content.

8.1. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CREATOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. CREATOR IRREVOCABLY WAIVES ALL RIGHTS TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF HEREUNDER AND AGREES TO LIMIT CREATOR’S CLAIMS TO CLAIMS FOR MONETARY DAMAGES. COMPANY’S AGGREGATE LIABILITY TO CREATOR UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO CREATOR BY COMPANY IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM OR ACTION.

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9.0 Confidentiality

Parties acknowledge and agree that all Confidential Information disclosed by or on behalf of the Party disclosing such information shall be and remain the property of such disclosing party. No license, whether express or implied, in the Confidential Information is granted by either Party to the other to use the Confidential Information other than in the manner and to the extent authorized by this Agreement. Each Party agrees and undertakes with each other to protect the Confidential Information of the other Party using not less than the standard of care with which it treats its own Confidential Information but in no event less than reasonable care and shall ensure that the Confidential Information of the other Party is stored and handled in a way to prevent unauthorized disclosure. Both Parties further acknowledge that they are aware and fully understand that in the event any breach of this provision could result in, and otherwise cause, substantial loss and damage for which monetary damages would not be an adequate remedy, the aggrieved Party shall be entitled to specific performance, injunctive and other equitable relief in enforcing the obligations of this provision in addition to all other remedies available in law.

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10.0 Term and Termination

This Agreement shall be valid for a period of one (1) year from the Effective Date and shall be extended automatically for further annual periods unless terminated by either party in accordance with the provisions of this Agreement.

10.1. Notwithstanding the provisions of paragraph 10 above, this Agreement may be terminated immediately by:

10.1.1. An agreement in writing signed by both Parties;

10.1.2. Either Party upon the expiry of thirty (30) days’ written notice of termination given by one Party to the other Party;

10.1.3. One Party if the other breaches any of its obligations under this Agreement and fails to rectify such breach to the notifying Party's satisfaction within such period stipulated in this Agreement or fourteen (14) days where no such period has been stipulated, after it receives a notice in writing demanding that the breach be rectified; or

10.1.4. One Party if the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of its creditor(s), permits the appointment of a receiver or a receiver and manager for its business or assets, or becomes subject to any legal proceedings relating to insolvency, reorganization or the protection of creditors' rights, or otherwise ceases to conduct business in the normal course.

10.1.5. By Company, at any time upon notice to Creator or removal of all Creator Content from the Company Web Sites by Creator or Company.

10.2. Upon termination of this Agreement:

10.2.1. Any and all documents containing Confidential Information shall be returned to the respective parties and any copies thereof shall be destroyed as soon as practicable;

10.2.2. Neither Company nor Creator shall in any way exhibit any links or display any information that would suggest, intimate, or otherwise lead one to believe that Company and Creator are linked or related in any manner; and

10.2.3. No Intellectual Property Rights owned by one Party may at any time thereafter be used by the other Party for any purpose whatsoever.

10.3. Termination of this Agreement shall be without prejudice to any other rights, remedies or claims either Party may have against each other under this Agreement or at law in respect to any antecedent breach by the Parties of any provisions of this Agreement.

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11.0 General

11.1. Governing Law. This Agreement shall be governed and construed according to the laws of the State of Texas. The Parties hereby submit to the exclusive jurisdiction of the courts of Austin, Travis County, Texas.

11.2. Independent Contractors. The Parties are acting as independent contractors to each other under this Agreement, and nothing contained in this Agreement shall create or suggest any affiliation, association, partnership, agency or joint venture between the parties. Neither Party shall represent itself or act as the associate, partner, agent or joint venturer of the other party in any way whatsoever. Nothing in this Agreement will in any way be construed to constitute Creator as an agent, employee, or representative of Company. Without limiting the generality of the foregoing, Creator is not authorized to bind Company to any liability or obligation or to represent that Creator has any authority.

11.3. Severability. If any provision of this Agreement is held invalid, unenforceable, or illegal for any reason, this Agreement shall remain in full force apart from such provision which shall be deemed deleted.

11.4. Notices. Notices under this Agreement may be (i) delivered by hand, registered mail or facsimile to the addresses set forth in Exhibit A hereto; or (ii) emailed to the recipient with a receipt requested Notice shall be deemed given: (a) in the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party; (b) in the case of facsimile, upon completion of transmission; or (c) in the case of email, upon the issuance of a receipt message by the recipient.

11.5. Assignment; Waiver. Neither Party shall assign, subcontract or otherwise transfer any of its rights or obligations under this Agreement to any other Person without the prior written consent of the other Party. No waiver by either Party of any breach or default hereunder is effective unless in writing and no waiver of any breach or default by either Party shall be deemed to be a waiver of any preceding or subsequent breach or default.

11.6. Entire Agreement; Modification. This Agreement, including any appendices, schedules, or exhibits attached hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior arrangements, agreements, representations or undertakings. There are no promises, terms, conditions, or obligations, oral or written expressed or implied other than those contained in this Agreement. Any subsequent alteration, amendment or addition to this Agreement shall be in writing and signed by the authorized representatives of the Parties.

Exhibit A: Creator Fee Schedule

Creator shall receive 50% of the dollar value for every unique download of Creator Content requiring a verified access to download.

Creator may receive preferred pricing, as low as 5% per transaction, for processing monthly subscription support.

Creator may be entitled to certain bounties or influencer-agreement fees.