CHARITY RUNWAY SHOW SPONSORSHIP

January 1, 2023

May 19, 2023 (may be subject to change)

FSTATE’S AND ITS SUBSIDIARIES' SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FSTATE’S AND ITS SUBSIDIARIES' DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO FSTATE’S SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FSTATE’S AND ITS SUBSIDIARIES' DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT FSTATE’S AND ITS SUBSIDIARIES' IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FSTATE’S AND ITS SUBSIDIARIES' BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR LOSSES, INJURIES, DAMAGES, DECREASE IN THE VALUE OF PARTICIPANT’S PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO PARTICIPANT’S USE OF FSTATE’S AND ITS SUBSIDIARIES' AND ITS SUBSIDIARIES' SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FSTATE’S AND ITS SUBSIDIARIES' HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. NOT RELIED UPON ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING FSTATE’S AND ITS SUBSIDIARIES' SERVICES, WHETHER MADE BY FSTATE’S AND ITS SUBSIDIARIES', INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PROMISE, WARRANTY REGARDING FSTATE’S AND ITS SUBSIDIARIES' SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FSTATE’S AND ITS SUBSIDIARIES' TO PARTICIPANT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF FSTATE’S SERVICES, OR OTHERWISE UNDER THIS PARAGRAPH OR AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) UP TO TWENTY-FIVE PERCENT (25%) OF THE TOTAL COMBINED CONTRACT VALUE OF COMMERCIAL ACTIVITY ATTRIBUTED TO FSTATE’S AND ITS SUBSIDIARIES' SERVICES AS THEY RELATE TO PARTICIPANT DURING THE TIME PERIOD MADE THE SUBJECT OF ANY DISPUTE; OR (B) $2,500.00. EACH PROVISION OF THIS PARAGRAPH THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS PARAGRAPH WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Neither party will assign or transfer its rights and/or obligations pursuant to this Agreement (other than for the purposes of internal corporate reconstruction, reorganization, merger or analogous proceedings) without the prior written consent of the other Party.

Participant will indemnify, defend and hold harmless Fstate and its affiliates, subsidiaries, and each of Fstate’s officers, directors, managers, members, employees, contractors, agents, successors, and assigns (collectively, “Indemnitees,” and each, an “Indemnitee”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including, without limitation, reasonable attorneys’ fees) arising out of or resulting from: (i) bodily injury, death of any person or damage to real or tangible, personal property resulting from acts or omissions; (ii) any disclosure of the Confidential Information; (iii) the failure by participant to perform obligations strictly in accordance with the terms of this Agreement; (iv) any claim which Participant may wish to make as a result of any accident or loss incurred while undertaking Commercial Activities or at any other time; (v) any employment related claim or any claim based on worker status (including reasonable costs and expenses) brought against Fstate arising out of or in connection with terms of this Agreement; or (vi) any action or inaction