NAUTILUS SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (this “Agreement”) is by and between Nautilus, Inc., a Delaware corporation (“Nautilus”), and the end user of theServices (“Customer”). Nautilus and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Customer desires to access, and Nautilus desires to provide Customer access to,Nautilus’s software-as-a-service, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, inconsideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions.

(a) “Authorized User” means Customer, Customer’s agents, and Customer’s customers who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

(b) “Business” means the services provided by Customer.

(c) “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including but not limited to information by which Authorized Users may be personally identified, including their names, addresses, email addresses, account numbers, and telephone numbers.

(d) “Nautilus IP” means the Services and any and all intellectual property provided by Nautilus to Customer or anyAuthorized User in connection with the foregoing. For the avoidance of doubt,Nautilus IP does not include Customer Data.

Services. During the Term (defined below), Nautilus shall offer Customer the software-as-a-service described in this Section 2 (collectively, the “Services”).

(a) Hosted Payment Link Services.Nautilus shall offer Customer hosted payment link services subject to the termsset forth in this Section 2(c) (the “Hosted Payment Link Services”).

(i) Nautilus,solely on behalf of Customer, shall configure and maintain hosted payment linksto facilitate online transactions of the Business. Such links will directAuthorized Users to a secure, third-party processing service through which suchtransactions may be completed.

(ii) Theparties hereby acknowledge and agree that while Nautilus shall be responsiblefor creating and providing access to such hosted payment links, the processingof online transactions of the Business, including but not limited to thecollection, use, storage, and management of payment information of AuthorizedUsers, shall be handled by a third-party processing service, as solely selectedand determined by Nautilus, and Nautilus shall not store, process, or haveaccess to such payment information directly.

Access and Use.

(a) Provision of Access. Nautilushereby grants Customer a non-exclusive, non-transferable right to access anduse the Services during the Term, solely for use by Authorized Users inaccordance with the terms and conditions herein. Such use is limited toCustomer’s use in connection with the Business. Nautilus shall provide toAuthorized Users the necessary network links or connections to allow AuthorizedUsers to access the Services.

(b) Use Restrictions. Customer shallnot use the Services for any purposes beyond the scope of the access granted inthis Agreement. Customer shall not at any time, directly or indirectly, andshall not permit any Authorized Users to: (i) copy, modify, or createderivative works of the Services, in whole or in part; (ii) rent, lease, lend,sell, license, sublicense, assign, distribute, publish, transfer, or otherwisemake available the Services; (iii) reverse engineer, disassemble, decompile,decode, adapt, or otherwise attempt to derive or gain access to any softwarecomponent of the Services, in whole or in part; or (iv) remove any proprietarynotices from the Services.

Fees and Payment.

(a) Fees. As partial consideration forthe Services, Customer shall pay Nautilus the fees set forth in this Section4(a) (the “Fees”), without offset or deduction.

(i) Duringthe Term, Customer shall pay to Nautilus a monthly fee of $399.00 per month inwhich Nautilus provides the Services pursuant to this Agreement. Additionally,in the event Nautilus sends a quantity of emails or SMS in any given monthduring the Term that is in excess of the Email Cap or SMS Cap respectively,upon the direction and written approval of Customer, Customer shall pay toNautilus an additional charge of $0.03 per email or SMS sent by Nautiluspursuant to the Services during the applicable month in excess of the Email Capor SMS Cap respectively.

(ii) Duringthe Term, Customer shall pay to Nautilus a commission fee of four percent (4%)of Customer’s gross sales from transactions of the business facilitated throughthe Hosted Payment Link Services. Said commission fee is in addition to and notin lieu of processing fees that may be charged by previously describedthird-party processing service companies.

(b) Payment. Nautilus shall invoiceCustomer for all accrued but unpaid Fees no more frequently than monthly.Customer shall pay each invoice within fifteen (15) days after Customer’sreceipt of such invoice.

(c) Late Payments. If Customer failsto make any payment when due, without limiting Nautilus’s other rights andremedies: (i) Nautilus may charge interest on the past due amount at the rateof one and one-half percent (1.5%) per month, calculated daily and compoundedmonthly or, if lower, the highest rate permitted under applicable law; (ii)Customer shall reimburse Nautilus for all reasonable costs incurred by Nautilusin collecting any late payments or interest, including reasonable attorneys’fees, court costs, and collection agency fees; and (iii) if such failurecontinues for fifteen (15) days or more, Nautilus may suspend performance ofthe Services until all past due amounts and interest thereon have been paid.

(d) Taxes. All Fees and other amountspayable by Customer under this Agreement are exclusive of taxes and similarassessments. Customer is responsible for all sales, use, and excise taxes, andany other similar taxes, duties, and charges of any kind imposed by anyfederal, state, or local governmental or regulatory authority on any amountspayable by Customer hereunder, other than any taxes imposed on Nautilus’sincome.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether in written or electronic form or media and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Upon expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the expiration or termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Intellectual Property Ownership.

(a) Nautilus IP. Customer acknowledgesthat, as between Customer and Nautilus, Nautilus owns all right, title, andinterest, including all intellectual property rights, in and to the NautilusIP.

(b) Customer Data. Nautilusacknowledges that, as between Nautilus and Customer, Customer owns all right,title, and interest, including all intellectual property rights, in and to theCustomer Data. Customer hereby grants to Nautilus a non-exclusive,royalty-free, worldwide license to reproduce, distribute, use, and display theCustomer Data solely to the extent necessary for Nautilus to provide theServices to Customer.

Warranties and Warranty Disclaimer.

(a) Nautilus warrants that during the Term ofthis Agreement the Services will conform in all material respects to thespecifications set forth in this Agreement during the Term.

(b) EXCEPT FOR THE WARRANTY SET FORTH INSECTION 7(a), THE SERVICES ARE PROVIDED “AS IS” AND NAUTILUS HEREBY DISCLAIMSALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NAUTILUSSPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISINGFROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Indemnification.

(a) Nautilus shall indemnify, defend, andhold harmless Customer and their affiliates from and against any and alllosses, damages, liabilities, costs (including reasonable attorneys’ fees)(“Losses”) incurred by Customer arising out of or related to any third-partyclaim, suit, action, or proceeding (“Third-Party Claim”) that the Nautilus IPinfringes or misappropriates such third party’s intellectual property rights;provided that (i) Nautilus shall have no obligations for such Losses incurredby Customer as a result of Customer’s gross negligence or willful misconduct;and (ii) Customer shall promptly notify Nautilus in writing of such Third-PartyClaim, reasonably cooperate with Nautilus, and allow Nautilus sole authority tocontrol the defense and settlement of such Third-Party Claim.

(b) Customer shall indemnify, defend, and holdharmless Nautilus and their affiliates from and against any and all Lossesincurred by Nautilus arising out of or related to the collection, use, storage,or management of Authorized User personal information and other data inconnection with the Services; provided that (i) Customer shall have noobligations for such Losses incurred by Nautilus as a result of Nautilus’sgross negligence or willful misconduct; and (ii) Nautilus shall promptly notifyCustomer in writing of such Third-Party Claim, reasonably cooperate withCustomer, and allow Customer sole authority to control the defense andsettlement of such Third-Party Claim.

Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 9 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NAUTILUS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 9, IN NO EVENT WILL THE AGGREGATE LIABILITY OF NAUTILUS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO NAUTILUS UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 9 DO NOT APPLY TO CLAIMS PURSUANT TO SECTION 8 AND SECTION 5.

Term and Termination.

(a) Term. The initial term of thisAgreement begins immediately and, unless terminated earlier pursuant to Section10(b), will continue in effect until one (1) month from such date. ThisAgreement will automatically renew for additional successive one-month (1-month)terms unless this Agreement is earlier terminated pursuant to Section 10(b) oreither Party gives the other Party written notice of non-renewal at leastthirty (30) days prior to the expiration of the then-current term (each a“Renewal Term” and together with the Initial Term, the “Term”).

(b) Termination. In addition to anyother express termination right set forth in this Agreement:

(i) either Party may terminate this Agreement for convenience, for any reason or noreason, upon ninety (30) days prior written notice to the other Party;

(ii) either Party may terminate this Agreement, effective on written notice to theother Party, if the other Party materially breaches this Agreement, and suchbreach: (A) is incapable of cure; or (B) being capable of cure, remains uncuredthirty (30) days after the non-breaching Party provides the breaching Partywith written notice of such breach;

(iii) Nautilusmay terminate this Agreement, effective on written notice to Customer, ifCustomer fails to pay an invoice when due more than two (2) times during theInitial Term or any Renewal Term; or

(iv) eitherParty may terminate this Agreement, effective immediately upon written noticeto the other Party, if the other Party: (A) becomes insolvent or is generallyunable to pay, or fails to pay, its debts as they become due; (B) files or hasfiled against it, a petition for voluntary or involuntary bankruptcy orotherwise becomes subject, voluntarily or involuntarily, to any proceedingunder any domestic or foreign bankruptcy or insolvency law; (C) makes or seeksto make a general assignment for the benefit of its creditors; or (D) appliesfor or has appointed a receiver, trustee, custodian, or similar agent appointedby order of any court of competent jurisdiction to take charge of or sell anymaterial portion of its property or business.

(c) Effect of Expiration or Termination.Upon expiration or earlier termination of this Agreement, Customer shallimmediately discontinue use of the Nautilus IP and, without limiting Customer’sobligations under Section 5, Customer shall delete, destroy, or return allcopies of the Nautilus IP.

(d) Survival. This Section 10 andSections 1, 4, 5, 6, 7, 8, 9, and 11 survive any termination or expiration ofthis Agreement.

Miscellaneous.

(a) Entire Agreement. This Agreementconstitutes the sole and entire agreement of the Parties with respect to thesubject matter of this Agreement and supersedes all prior and contemporaneousunderstandings, agreements, and representations and warranties, both writtenand oral, with respect to such subject matter.

(b) Notices. All notices, requests,consents, claims, demands, waivers, and other communications hereunder (each, a“Notice”) must be in writing and addressed to the Parties at their historicallyused physical or email addresses (or to such other address that may bedesignated by the Party giving Notice from time to time in accordance with thisSection 11(b)). All Notices must be delivered by personal delivery, nationallyrecognized overnight courier (with all fees pre-paid), email (with confirmationof transmission), or certified or registered mail (in each case, return receiptrequested, postage pre-paid). Except as otherwise provided in this Agreement, aNotice is effective only: (i) upon receipt by the receiving Party; and (ii) ifthe Party giving the Notice has complied with the requirements of this Section11(b).

(c) Amendment and Modification; Waiver.No amendment to or modification of this Agreement is effective unless it is inwriting and signed by each Party. No waiver by any Party of any of theprovisions hereof will be effective unless explicitly set forth in writing andsigned by the Party so waiving. Except as otherwise set forth in thisAgreement, (i) no failure to exercise, or delay in exercising, any rights,remedy, power, or privilege arising from this Agreement will operate or beconstrued as a waiver thereof, and (ii) no single or partial exercise of anyright, remedy, power, or privilege hereunder will preclude any other or furtherexercise thereof or the exercise of any other right, remedy, power, orprivilege.

(d) Severability. If any provision ofthis Agreement is invalid, illegal, or unenforceable in any jurisdiction, suchinvalidity, illegality, or unenforceability will not affect any other term orprovision of this Agreement or invalidate or render unenforceable such term orprovision in any other jurisdiction. Upon such determination that any term orother provision is invalid, illegal, or unenforceable, the Parties shallnegotiate in good faith to modify this Agreement so as to effect their originalintent as closely as possible in a mutually acceptable manner in order that thetransactions contemplated hereby be consummated as originally contemplated tothe greatest extent possible.

(e) Governing Law; Submission toJurisdiction. This Agreement is governed by and construed in accordancewith the internal laws of the Commonwealth of Virginia without giving effect toany choice or conflict of law provision or rule that would require or permitthe application of the laws of any jurisdiction other than those of theCommonwealth of Virginia. Any legal suit, action, or proceeding arising out ofor related to this Agreement or the licenses granted hereunder will beinstituted exclusively in the courts of the Commonwealth of Virginia in eachcase located in the city of Chesapeake, and each Party irrevocably submits tothe exclusive jurisdiction of such courts in any such suit, action, orproceeding. The substantially prevailing party in any legal suit, action, orproceeding arising out of or related to this Agreement or the licenses grantedhereunder shall be entitled to the reimbursement of its reasonably incurredattorneys’ fees and court costs from the substantially non-prevailing party.

(f) Assignment. Neither Party mayassign any of its rights or delegate any of its obligations hereunder, in eachcase whether voluntarily, involuntarily, by operation of law or otherwise,without the prior written consent of the other Party. Any purported assignmentor delegation in violation of this Section 11(f) will be null and void. Noassignment or delegation will relieve the assigning or delegating Party of anyof its obligations hereunder. This Agreement is binding upon and inures to thebenefit of the Parties and their respective permitted successors and assigns.

(g) Export Regulation. Customer shallcomply with all applicable federal laws, regulations, and rules, and completeall required undertakings (including obtaining any necessary export license orother governmental approval), that prohibit or restrict the export or re-exportof the Services or any Customer Data outside the United States.

(h) Equitable Relief. Each Partyacknowledges and agrees that a breach or threatened breach by such Party of anyof its obligations under Section 5 would cause the other Party irreparable harmfor which monetary damages would not be an adequate remedy and agrees that, inthe event of such breach or threatened breach, the other Party will be entitledto equitable relief, including a restraining order, an injunction, specificperformance, and any other relief that may be available from any court, withoutany requirement to post a bond or other security, or to prove actual damages orthat monetary damages are not an adequate remedy. Such remedies are notexclusive and are in addition to all other remedies that may be available atlaw, in equity, or otherwise.

(i) Interpretation. This Agreementshall be construed without regard to any presumption or rule requiringconstruction or interpretation against the party drafting an instrument orcausing any instrument to be drafted. The headings herein are for referenceonly and shall not affect the interpretation of this Agreement.

(j) Counterparts. This Agreement maybe executed in counterparts, each of which shall be deemed an original, but allof which together shall constitute one and the same instrument. Counterpartsmay be delivered via electronic transmission (such as DocuSign) and any counterpartso delivered shall be deemed to have been duly and validly delivered and bevalid and effective for all purposes.