1. PARTIES. In consideration of being permitted to use, access and resell the Digital

Wealth Academy online course (the “Product”), and the value you will gain by using,

accessing and reselling the Product, you hereby agree to these Terms of Purchase. These

Terms of Purchase are entered into between you (hereinafter “you” or “Licensee”) and

THE DIGITAL WEALTH ACADEMY LLC, a Florida limited liability company

(hereinafter “Company”, “Licensor”, “we” or “us”). You and the Company are

collectively referred to herein as the “Parties”.

2. ACCEPTANCE OF TERMS OF PURCHASE. The following Terms of Purchase

(“Terms”) govern your use of, access to and reselling of the Product. These Terms are

legally binding and it is your responsibility to read them before you begin to use, access,

or resell the Product. Your act of purchasing, using, or distributing the Product, whether

directly from Company or from an authorized licensee, constitutes your acceptance of

these Terms, including any modifications or updates that Company may make to these

Terms from time to time. Any such modifications or updates will be effective

immediately upon notice to you, which may be given by any reasonable means including

via email or through an update posted on a website provided by Company.

3. TERM. These Terms shall be effective on the date of purchase of the Product by

Licensee and shall continue in full force until terminated as provided herein. Upon

termination or expiration of the term, all rights granted to the Licensee under these

Terms, including the right to resell the Product, shall immediately cease and the Licensee

shall immediately cease all use, promotion, and sales of the Product. Termination or

expiration of these Terms shall not affect any rights or obligations that: (a) are meant to

survive termination (including but not limited to indemnification and limitations of

liability); and/or (b) have accrued prior to such termination.

4. PAYMENT. In full consideration of Company’s performance, obligations and the rights

granted herein, Licensee agrees to either: (1) pay in full in the amount of $497.00 at the

time of registration; or (2) pay in 3 monthly installments in the amount of $165.00 per

installment, with the first installment paid at the time of registration. Licensee may

choose to finance payments through third party companies After Pay or Klarna. All

payments made by Licensee to Company are non-refundable. If Licensee elects to pay in

monthly installments, payment shall be automatically collected by Company on a

monthly basis. If Licensee elects to pay in monthly installments, Licensee may not

terminate or cancel any future payment obligations. If Licensee elects to pay in monthly

installments, Licensee hereby authorizes Company to maintain Licensee’s account and

payment information and charge that account automatically in accordance with these

Terms. Due to the nature and immediate access to the Product, if Licensee discontinues

use of the Product, Licensee hereby agrees to remain responsible for all outstanding

payments for the remainder of the Term. Payment will be collected by Company via

Credit Card and through the Company’s website. Licensee hereby gives Company

authorization to charge its credit/debit card on file for any outstanding fees. Payment

failure will result in termination of the license granted herein effective immediately.

Licensee agrees and warrants that all payment instruments, credit cards and related

information, i.e. billing address, used in connection with Licensee’s purchase of the

Product are correct and that Licensee is authorized to use such payment instrument.

5. LATE FEES. If Company does not receive payment from Licensee within fourteen (14)

calendar days of any payment date, then Licensee will be charged a late fee of 1.5% of

the outstanding amount per each day that Company does not receive payment.

6. CHARGEBACKS. Licensee to make every attempt to file for a refund prior to

attempting a chargeback with a financial institution. Licensee will remain responsible for

amounts due pursuant to these Terms in the event Licensee disputes payment with a

financial institution. In the event of a chargeback attempt, Licensee expressly agrees to

forfeit any and all intellectual property licenses and/or deliverables afforded to Licensee

in exchange for purchase of the Product. Company reserves the right to present proof of

purchase and these Terms to the financial institution investigating the dispute.

7. PRODUCT LICENSE. By purchasing the Product, and only after the Product purchase

price is paid in full unless otherwise provided herein, Licensee is granted a non-exclusive

license to resell the Product to others with Master Resell Rights. Master Resell Rights

allow those the right to resell and redistribute a certain product while retaining the profit

from sales. This license does not include any rights to the use or incorporation of the

Company’s videos within the online course. This license extends only to the files and text

which are included in the Product. If Licensee desires to incorporate videos with its

online course, Licensee must incorporate its own videos. Subsequent to Company’s

receipt of full payment from Licensee for the Product in the amount of $497.00 or if

Licensee opts to make monthly payments to Company through third party companies

After Pay or Klarna, Licensee may sell the Product as many times as desired and retain

the profits. Licensee is not permitted to modify or alter the product in any way, shape or

form unless expressly provided herein. Licensee is permitted to brand its own sales

process and claim ownership over such sales process. Licensee is not permitted to use

Company’s branding or intellectual property for any purpose. Licensee may transfer the

rights to resell the Product if and only if the Product is sold for the minimum price of

$497.00.

8. INTELLECTUAL PROPERTY. All copyrights, patents, trademarks, trade secrets, and

other intellectual property rights in the Product are and shall remain the sole and

exclusive property of Company/ Licensor. Licensee is granted a non-exclusive, non-

transferable, revocable right to resell the Product in accordance with these Terms. These

Terms do not convey to the Licensee any rights of ownership in or related to the Product,

or any intellectual property rights owned by the Company. The Licensee shall not attempt

to register, or assist others in registering, any trademark, copyright, or other intellectual

property that is substantially similar to the Company's. In the event the Licensee becomes

aware of any potential infringement of the Company's intellectual property rights, the

Licensee must promptly notify the Company in writing.

9. LICENSE RESTRICTIONS. Licensee shall not modify, adapt, translate, reverse

engineer, decompile, disassemble or otherwise tamper with the Product with the

exception of filming and incorporating Licensee’s own videos. Notwithstanding the

foregoing, these restrictions include but are not limited to the following: (1) Selling

portions of the Product; (2) Renaming the Product; (3) Changing material within the

Product; (4) Changing the creator of the Product. Licensee shall not claim ownership of

the Product copyright. Licensee shall not impersonate the Company in any way including

Company’s business, brand’s name, content, other products, and other intellectual

property.

10. RESELLING RESTRICTIONS. Licensee may resell the Product to end users without

transferring the Master Resell Rights. Reselling to other resellers is permitted. If reselling

the Master Resell Rights of this Product, the Licensee agrees to include these Terms with

the product and to ensure that all customers adhere to these Terms. Failure to adhere to

these Terms will result in the revocation of the Licensee’s resell rights, termination of

Licensee’s license under these Terms, and Company will pursue legal action for damages

caused by the misuse of this Product. Licensee is not permitted to give away the Product

for free, or as part of a free bundle; however, Licensee may include additional content or

opportunities with the Product so long as those opportunities do not conflict with the

Product or the Product’s content.

11. MARKETING RESTRICTIONS. Any marketing or promotional activities conducted by the

Licensee must accurately reflect the Product's purpose and capabilities. Marketing of the

Product under false pretenses, misrepresentation, or any form of deceptive practice is

strictly prohibited and constitutes a material breach of these Terms. Licensee shall bear

all responsibility and liability for any false, misleading, or inaccurate representations

made in relation to the Product. Company does not endorse or permit the use of income

claims for the purpose of marketing the Product unless there is an express and written

earnings disclaimer prominently featured with such marketing materials. Licensee agrees

to indemnify Company from any damages sought from the Licensee that are a direct

result from advertising income claims. Licensee agrees that they are responsible for their

own business and that Company is not a part of nor endorses the actions of their business

entity. On one single occasion per month, Licensee is permitted to offer a promotion of a

$50.00 gift card to their customers. Licensee is not permitted to offer a promotion of a

gift card in any other circumstances unless expressly provided herein and may not offer a

promotion of a gift card for any amount that exceeds $50.00.

12. PAYMENT PLATFORMS. Licensee acknowledges and agrees to use third-party

payment platforms ("Payment Platform") for the sale and distribution of the Product.

Licensee agrees to comply with all terms, conditions, policies, and guidelines of the

Payment Platform and to conduct all transactions in compliance with all applicable laws

and regulations. Licensee shall indemnify, defend, and hold harmless Company, its

officers, directors, employees, agents, successors, and assigns from and against any and

all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,

interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal

fees, arising from or relating to the Licensee’s use of the Payment Platform, including but

not limited to the Licensee’s non-compliance with the Payment Platform's terms,

conditions, policies, guidelines, or any applicable laws or regulations. Company is not

responsible or liable for any aspect of the Payment Platform, including but not limited to,

the availability, accuracy, reliability, or legality of the Payment Platform. Company

makes no representations, warranties, or guarantees regarding the Payment Platform.

Licensee acknowledges and agrees that any dispute or claim arising out of or in

connection with the Payment Platform is between the Licensee and the Payment

Platform, and Company shall have no liability or obligation in connection therewith.

13. MINIMUM SALE PRICE. Licensee agrees that the minimum sale price for the Product

shall be $497.00 ("Minimum Sale Price"). Any discounts, promotions, or other pricing

strategies employed by the Licensee must maintain the sale price at or above the

Minimum Sale Price. In no event shall the Licensee offer or apply any discounts or

promotions that would result in the sale price of the Product falling below the Minimum

Sale Price. Licensee acknowledges and agrees that failure to adhere to the Minimum Sale

Price may result in immediate termination of these Terms and Licensee’s license, at

Company’s sole discretion, in addition to any other remedies available to Company under

law or equity. Licensee is permitted to offer gifts or bonuses as part of the promotion of

the Product, provided that these offerings do not function as a discount on the Product's

sale price. Licensee acknowledges and agrees that any gift or bonus offered must be

separate from and not linked to a reduction in the sale price of the Product below the

Minimum Sale Price. On one single occasion per month, Licensee is permitted to offer a

promotion of a $50 gift card to their customers.

14. AGREEMENT MODIFICATION. Licensee acknowledges and agrees that these Terms

constitute the complete and exclusive statement of the agreement between the Licensee

and Company, and that it supersedes all proposals or prior agreements, oral or written,

and all other communications between the parties relating to the subject matter of these

Terms. Licensee is not permitted to modify or amend these Terms in any manner without

the express written consent of Company. Any such unauthorized modification or

amendment will be null and void. Licensee agrees not to enter into any other contract or

agreement that would supersede, alter, or conflict with these Terms. Any such contract or

agreement will be null and void to the extent that it conflicts with these Terms. Licensee

acknowledges and agrees that it is their sole responsibility to review these Terms

periodically to familiarize themselves with any modifications. Continued use of the

Product after any such modifications constitutes the Licensee's agreement to such

changes.

15. REFUND POLICY. Licensee acknowledges and agrees that due to the nature of the Product

being eligible for download, all sales of the Product are final and non-refundable.

Licensee must clearly communicate this return policy to their customers prior to the sale

of the Product, ensuring that customers understand that they are purchasing a non-

refundable product. Failure to comply with this return policy or any misrepresentation of

it to customers may result in immediate termination of these Terms, at the sole discretion

of Company, in addition to any other remedies available to Company under law or equity.

16. CONFIDENTIAL INFORMATION. Licensee acknowledges that they may have access

to confidential and proprietary information ("Confidential Information") of Company.

Confidential Information includes but is not limited to customer lists, business plans,

financial data, marketing plans, product specifications, and other proprietary knowledge

related to the Product or Company. Licensee agrees that they will not disclose,

disseminate, or make available any Confidential Information received from Company,

directly or indirectly, to any third party without the prior written consent of Company.

Licensee further agrees to take all reasonable precautions to prevent any unauthorized

use, disclosure, dissemination, or publication of Confidential Information, including

ensuring that any employees, contractors, or other agents who have access to Confidential

Information sign a non-disclosure agreement.

17. AUDIT RIGHTS. Company reserves the right to audit, at its sole discretion and at any

reasonable time, the Licensee's books, records, and operations related to the use, sale, and

distribution of the Product to ensure compliance with these Terms. Company reserves the

right to inspect and approve the Product before it is made available to the public.

18. INDEMNIFICATION. Licensee agrees to indemnify, defend, and hold harmless

Company and its officers, directors, employees, agents, affiliates, successors, and

permitted assigns (collectively, "Indemnified Party"), against any and all losses, damages,

liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,

penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees,

fees and the costs of enforcing any right to indemnification under these Terms, and the

cost of pursuing any insurance providers, arising out of or resulting from any claim of a

third party related but not limited to: (a) any breach or non-fulfillment of any

representation, warranty, or covenant contained in these Terms, or any other agreement

contemplated hereby, by the Licensee; (b) any use or misuse of the Product by the

Licensee or any third party gaining access to the Product through the Licensee; or (c) any

infringement of intellectual property rights arising from the Licensee's unauthorized use

or modification of the Product.

19. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no

event shall Company, its affiliates, directors, employees or its licensors be liable for any

direct, indirect, punitive, incidental, special, consequential or exemplary damages,

including without limitation damages for loss of profits, goodwill, use, data or other

intangible losses, that result from the use of, or inability to use, the Product. Under no

circumstances will the Company be responsible for any damage, loss or injury resulting

from hacking, tampering or other unauthorized access or use of the Product or the

information contained therein beyond $497.00, the purchase price of the Product. To the

maximum extent permitted by applicable law, the Company assumes no liability or

responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury

or property damage, of any nature whatsoever, resulting from the Licensee's access to and

use of the Product; (c) unauthorized access to or use of Company's secure servers and/or

any and all personal information stored therein; (d) interruption or cessation of

transmission to or from the Product; (e) bugs, viruses, trojan horses, or the like that may

be transmitted to or through the Product by any third party; (f) errors or omissions in any

content or for any loss or damage incurred as a result of the use of any content posted,

emailed, transmitted, or otherwise made available through the Product; and/or (g) user

content or the defamatory, offensive, or illegal conduct of any third party.

20. REVOCATION OF LICENSE. Licensee acknowledges and agrees that any violation of these

Terms, including but not limited to the unauthorized sale, distribution, modification, or

use of the Product, will result in the immediate revocation of the license granted herein.

Upon revocation of the license, the Licensee shall immediately cease all use, sale,

distribution, and promotion of the Product and all associated materials. The Licensee

shall also remove the Product from any and all platforms where it may be available,

including but not limited to websites, membership sites, and online stores. Licensee

understands and agrees that revocation of the license does not absolve the Licensee of

any obligations under these Terms, including but not limited to the obligation to maintain

the Minimum Sale Price and to refrain from offering the Product as a bonus or selling it

on auction sites. Upon revocation of the license, Company reserves the right to pursue

any and all legal remedies available under law or equity.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES. Use of the

Product, sending emails to Company, and completing online forms constitute electronic

communications. Licensee consents to receiving electronic communications, and

Licensee agrees that all agreements, notices, disclosures, and other communications

provided to Licensee electronically by Company, via email and on the Product, satisfy

any legal requirement that such communication be in writing. LICENSEE HEREBY

AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,

AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF THE TRANSACTIONS INITIATED OR

COMPLETED BY COMPANY OR VIA THE PRODUCT. Licensee hereby waives any

rights or requirements under any statutes, regulations, rules, ordinances, or others laws in

any jurisdiction which require an original signature or delivery or retention of non-

electronic records, or to payments or the granting of credits by any means other than

electronic means.

22. FORCE MAJEURE. If either Party hereto is unable to perform any of its obligations,

with the exception of payment, by reason of fire or other casualty, strike, act or order of

public authority, global pandemic, administrative order by governmental authority, act of

God, or other cause beyond the control of such Party (hereinafter, a “Force Majeure

Event”), then such Party shall be excused from such performance during the pendency of

such cause. COVID-19 and any related governmental orders or shutdowns are known

phenomena and not Force Majeure events. The Party suffering a Force Majeure Event

shall give written notice within five (5) days of the Force Majeure Event to the other

Party, stating the period of time the occurrence is expected to continue and shall use

diligent efforts to end the failure or delay and ensure the effects of such Force Majeure

Event are minimized.

23. PRIVACY. Licensee agrees that all information provided to Company to purchase the

Product, including, but not limited to, through the use of any interactive features on the

Company’s website, is governed by Company’s Privacy Policy, and Licensee consents to

all actions takenb by Company with respect to Licensee’s information consistent with

Company’s Privacy Policy.

24. WARRANTIES DISCLAIMER. Licensee’s use and resale of the Product is at

Licensee’s own risk and is provided on an “as is” and “as available” basis, without any

warranties of any kind, either express or implied, including but not limited to the implied

warranties of merchantability, fitness for a particular purpose, title and non-infringement.

25. EARNINGS DISCLAIMER. While Company may reference certain results, outcomes

or situations in connection with the Product, Licensee understands and acknowledges that

Company makes no guarantee as to the accuracy of third-party statements made or the

likelihood of success as a result of these statements. Licensee understands that individual

results and outcomes will vary. Company cannot guarantee Licensee’s success merely by

Licensee’s use and resale of the Product. Any results provided in connection with the

Product are not guaranteed or typical.

26. TECHNOLOGY DISCLAIMER. Company makes reasonable efforts to provide

Licensee with modern, reliable technology. However, in the event of a technological

failure, Licensee accepts and acknowledges Company’s lack of responsibility for said

failure. Company cannot guarantee that all information provided in connection with the

Product is completely accurate, complete or up to date, and disclaim liability for any such

errors or omissions.

27. WARRANTIES AND REPRESENTATIONS. Parties represent and warrant to each

other that each is free to enter into and agree to these Terms and that this engagement

does not violate the terms of any agreement between either Party and any third party. The

Parties represent and warrant to each other that each is at least 18 years of age at the time

of agreement to these Terms.

28. ASSUMPTION OF RISK. By using and reselling the Product, whether paid or unpaid,

Licensee assumes the risk of such access and any subsequent actions that Licensee

chooses to take as a result of the informational or educational materials provided to

Licensee.

29. WAIVER. The failure by Company to enforce any provision of these Terms will not

constitute a present or future waiver of such provision nor limit Company’s right to

enforce such provision at a later time. All waivers by Company must be in writing to be

effective.

30. LIMITATION ON TIME TO FILE CLAIMS. Any cause of action or claim Licensee

may have arising out of or relating to these Terms of Purchase or the Product must be

commenced within one (1) year after the cause of action accrues; otherwise such cause of

action or claim is permanently barred.

31. SEVERABILITY. If any portion of these Terms is held to be invalid or unenforceable,

the remaining portions of these Terms will remain in full force and effect. Any invalid or

unenforceable portions will be interpreted to effect and intent of the original portion. If

such construction is not possible, the invalid or unenforceable portion will be severed

from these Terms, but the rest will remain in full force and effect.

32. NOTICES. All notices, claims, and demands made upon Company under these Terms

must be in writing and addressed to Company at the email address set forth below. A

notice by a Party is effective only if the Party giving the Notice has complied with the

requirements of this Section.

Notice to Company: The Digital Wealth Academy LLC

Attention: Rachell Jova

Rachell@digitalwealthacademy.biz

33. GOVERNING LAW. These Terms shall be governed by and construed in accordance

with the laws of the State of Florida without giving effect to any choice or conflict of law

provision or rule.

34. MEDIATION. In the event a dispute shall arise between the Parties that is related to or

arises out of these Terms, the Parties agree to attempt to resolve the dispute through

mediation. The mediation will take place in Hollywood, Florida or remotely via Zoom.

The Parties agree to cooperate with one another in selecting a mediation service, and

shall cooperate with the mediation service and with one another in selecting a neutral

mediator and in scheduling the mediation proceedings. For a mediation, the parties will

agree to use commercially reasonable efforts to begin the mediation within 15 business

days of the selection of the mediator and to conclude the mediation with 30 days of the

start of the mediation. The costs of the mediation will be equally split between the

Parties. If the Parties fail to agree at the completion of the mediation, the requesting part

may commence legal proceedings to resolve the dispute.

35. JURISDICTION AND VENUE. If the Parties cannot resolve any dispute for any

reason, including, but not limited to, the failure of either party to agree to enter into

mediation or agree to any settlement proposed by the mediator, either party may file suit

in a court of competent jurisdiction in the state or federal courts of Florida and each party

irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or

proceeding.