True North Sponsorship Agreement Standard Terms and Conditions

This Sponsorship Agreement (the “Agreement”) standard terms & conditions governs the relationship between True North, a brand of Strive, Inc. (“Producer”) and the Sponsor (“Sponsor”).

1. Sponsorship Overview

Producer operates a live stream titled “The Investment Grade Bitcoin Podcast” (“the Show”), distributed weekly primarily via social media platforms, including but not limited to X.com, YouTube or any such other platforms that Producer chooses in its sole discretion. Sponsor desires to obtain certain promotional rights in connection with the Show, and Producer desires to grant such rights, subject to the terms and conditions set forth herein.

2. Sponsorship Deliverables

Upon payment of the Sponsorship Fee as set forth in Section 4 below, Producer shall provide Sponsor with the following (“Sponsorship Benefits”): (a) Sponsor’s name, logo, graphics and brand assets (“Sponsor Marks”) shall be displayed on-screen throughout the duration of each episode of the Show in a mutually agreed-upon position (e.g., lower-third corner overlay), (b) Minimum logo dimensions shall be 1920 x 1080 pixels or as otherwise agreed upon in writing, and (d) Sponsor’s logo shall appear in both live broadcasts and archived/on-demand recordings of covered episodes.

3. Sponsor Obligations

3.1 Delivery of Sponsor Marks

Sponsor shall provide Producer with all required Sponsor Marks, including logos, graphics, and brand assets no later than 10 business days prior to the first sponsored episode. Assets shall be delivered in PNG format.

3.2 Brand Guidelines

Sponsor shall provide its brand usage guidelines, if any, and subject to Section 3.4, Producer agrees to comply with such guidelines in displaying Sponsor Marks.

3.3 Approval

Sponsor shall have 3 business days to review and approve any episode thumbnail, overlay mock-up, or other creative materials submitted by Producer. No response within this period shall constitute approval.

3.4 Right of Refusal

The Producer reserves and retains, at all times and in its sole discretion, the right to refuse, suspend or terminate its working relationship with any Sponsor or prospective sponsor, notwithstanding (a) any prior or pending sponsorship payment, including the Sponsorship Fee made in advance by the Sponsor (b) any partial performance by either party under these Terms and Conditions, (c) any verbal or written representation previously made by Producers or its representatives or (d) the existence of an ongoing sponsorship arrangement or production cycle. The Producer’s right of refusal is unconditional and may be exercised without cause and with 30 days prior notice as set forth in Section 8 herein, provided however, that Producer may exercise its right of refusal with no notice should Producer believe: (a) publishing the Sponsor Marks would violate governing law or regulation; (b) publishing the Sponsor Marks would not comply with these Terms and Conditions; or (c) such action is necessary to protect the integrity and reputation of its brand. Upon exercising its right of refusal, the Producer shall refund to the Sponsor any unearned amounts of the Sponsorship Fee with respect to the refused performance. For the avoidance of doubt, the Sponsor’s payment of the Sponsorship Fee – whether partial or in full, shall create no obligation, implied license or equitable entitlement for the Sponsor to compel the Producer’s performance. The Producer’s acceptance of the Sponsorship Fee is expressly conditioned upon and subject to the Producer’s retained right of refusal under this provision.

4. Compensation

4.1 Sponsorship Fee

In consideration for the Sponsorship Benefits, Sponsor agrees to pay Producer a sponsorship fee in the amount of $500 per month (the “Sponsorship Fee”).

4.2 Payment Method

All payments due under this Agreement shall be made via Stripe (stripe.com), a third-party payment processing platform, unless otherwise specified by Producer. Sponsor shall initiate payment through the Stripe payment link or invoice provided by Producer.

5. Intellectual Property

5.1 License to Sponsor Marks

Sponsor hereby grants Producer a limited, non-exclusive, royalty-free license to use, display, and reproduce the Sponsor Marks solely for the purposes described in this Agreement.

5.2 Ownership

Each party retains all right, title, and interest in and to its own intellectual property. Nothing in this Agreement shall be construed as a transfer of ownership of any intellectual property by either party.

5.3 Producer Content

All Show content, including episodes incorporating Sponsor Marks, remains the sole property of Producer.

6. Representations and Warranties

6.1 Producer Represents and Warrants

Producer has the full power and authority to enter into this Agreement and grant the rights herein. Producer will display Sponsor Marks in a professional manner consistent with this Agreement.

6.2 Sponsor Represents and Warrants

Sponsor has the full power and authority to enter into this Agreement and license the Sponsor Marks. Sponsor’s performance under this Agreement will not violate any laws, including those of conflicts of interest, and truth-in-advertising, nor will it violate any contracts with third parties. The Sponsor Marks do not infringe upon any third-party intellectual property rights. To the extent any content to be broadcast by Producer contains personally identifiable information (“PII”), Sponsor is in full compliance with applicable data privacy and protection laws governing PII. Sponsor’s products/services comply with all applicable laws and regulations.

7. Indemnification

Sponsor shall defend, indemnify and hold harmless Producer and its affiliates, and each of their respective directors, officers, and employees, from and against any and all losses, damages, liabilities, claims, demands, and the like of whatever kind, including attorney’s fees and the costs of enforcing any right to indemnification, arising out of or resulting from: Sponsor’s breach of any representation or warranty in this Agreement; any negligent or willful act or omission by Sponsor in connection with the performance of its obligations under this Agreement; or any claim relating to Sponsor’s products or services.

8. Termination

8.1 Termination Upon Written Notice

Either party may terminate this Agreement, for any reason or for no reason, upon thirty (30) days written notice to the other party. Termination shall be effective on the thirtieth (30th) day after the date of actual receipt of such notice by the non-terminating party.

8.2 Effect of Termination

Upon termination, Producer shall cease displaying Sponsor Marks in any new episodes. Sponsor Marks in previously published/archived episodes may remain unless otherwise agreed in writing. Any earned, unpaid fees shall remain due and payable.

9. Limitation of Liability

Sponsor shall be responsible for checking for errors in material to be broadcast before the broadcast. Producer is not liable for errors made by Sponsor. In no event shall Producer be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Producer’s total liability under this Agreement shall not exceed the total Sponsorship Fee paid or payable under this Agreement.

10. General Provisions

10.1 No Exclusivity

Nothing in this Agreement shall be construed to grant Sponsor any exclusive rights with respect to the Show or any platform on which the Show is distributed. Producer expressly reserves the right to enter into sponsorship, advertising, or promotional agreements with any other person or entity, including those whose products or services may compete directly or indirectly with those of Sponsor, without any obligation to notify or obtain consent from Sponsor.

10.2 FTC Disclosure Compliance

Producer shall include disclosure in each sponsored episode indicating that the episode contains paid sponsorship. Such disclosure shall be made in a manner consistent with the Federal Trade Commission’s guidelines, as updated from time to time. Sponsor agrees to cooperate with Producer as reasonably necessary to ensure compliance with applicable advertising disclosure requirements.

10.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.

10.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements. It may be modified only in writing signed by both parties.

10.5 Amendments

This Agreement may only be amended by a written document signed by both parties.

10.6 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Survival of Terms

All sections that are reasonably expected to survive termination of this Agreement shall survive without limitation, including sections 3, 4, 7, 8, 9 and 10.