THIS MEMBERSHIP AGREEMENT (this "Agreement"), dated as of November 28th, 2024 (the "Effective Date") is by and between Ideas Sprout Limited Liability Company, d/b/a artSPARK Creative Studio ("artSPARK") and the individual or entity ("Client") signing up for the Membership (as defined herin) at the studio located at 2630 West Belleview Avenue, Suite 160, Littleton, Colorado 80123 (the "Studio"). artSPARK and Client may be referred to herin individually as a "Party" and collectively as the "Parties" to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Membership Fees.

1.1 artSPARK offers the membership services (the "Membership") more particularly described on the order form Client submits when placing an order for the Membership (the "Order Form"). Subject to any restrictions under applicable law, the Membership shall renew automatically on a month-to-month (a "Monthly Membership") or annual basis (an "Annual Membership"), depending on the level of service Client selects on the Order Form (as applicable, the "Membership Term") until terminated as provided herein. Membership levels and benefits are described in more detail on the artSPARK website, located at https://www.artsparkcreative.com/artspark-membership. The levels and benefits may change at artSPARK's discretion, provided, however, that: (a) artSPARK will give prior written notice to any change taking effect; and (b) no change will be effective until the commencement of a subsequent Membership Term.

1.2 Client understands that the Membership Term will automatically renew unless terminated in accordance with Section 8. Unless otherwise required by applicable law, artSPARK will send notice of renewal for an Annual Membership at least twenty-five (25) days and no more than forty (40) days before the first automatic renewal and each automatic renewal thereafter during the Membership Term, unless sooner terminated in accordance with the terms of this agreement. artSPARK will not send notice before renewing a Monthly Membership.

1.3 In consideration of the Membership and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Order Form (the "Fees"). To initiate a Membership, Client must provide artSPARK with one or more methods of payment, which Client must keep up to date during the Membership Term (each, a "Payment Method"). By providing artSPARK with the Payment Method, Client represents and warrants that Client is authorized to approve the charges made to the Payment Method during the Membership Term. If the Payment Method is declined or is no longer available to artSPARK to cover the Fees, artSPARK will suspend the Membership at the expiration of the prior fully paid Membership Term (unless sooner terminated in accordance with the terms of this Agreement). All payments arising under the Membership are fully earned upon payment.

1.4 artSPARK may change the Fees in accordance with applicable laws and upon prior notice to the Client. Client must cancel the Membership at least ten (10) days prior to the expiration of a Monthly Membership and at least thirty (30) days prior to the expiration of an Annual Membership to avoid being charged for the subsequent Membership Term.

2. Terms of Use

2.1 The Membership is subject in all respects to the artSPARK Terms and Conditions https://www.artsparkcreative.com/terms-and-conditions (the "Terms and Conditions") and Privacy Policy https://www.artsparkcreative.com/privacy-policy (the "Privacy Policy"). In addition, all participants must sign artSPARK's waiver of liability, found here https://www.artsparkcreative.com/waiver (the "Liability Waiver"), prior to engaging in any activities at the Studio.

2.2 Client is responsible for assessing the Studio and its suitability for Client's purposes in a walk-through it may request from artSPARK. If Client fails to request or participate in a walk-through before the Membership Term, Client waives all rights to claim the Studio is unsuitable for its purposes or to seek damages relating to any unsuitability.

2.3 Client is solely responsible for: (a) the conduct, safety, and well-being of all persons accompanying Client at the Studio (any such persons, "Client's Representatives"); and (b) any damages or costs incurred as a result of the acts or omissions of Client or Client's Representatives at the Studio.

2.4 Client shall comply, and cause Client's Representatives to comply, with all: (a) policies and rules provided to Client by artSPARK, such as safety procedures and rules related to use, storage, and disposal of hazardous substances and waste and other environmental matters; and (b) applicable local, state, and federal laws, regulations, and ordinances.

2.5 Neither Client nor Client's Representatives will undertake in or about the Studio any dangerous or negligent activities. Unless artSPARK provides prior written consent, which it may grant or withhold in its sole discretion, use of sharp objects, industrial adhesive, spray paint equipment, or other dangerous or hazardous materials in the Studio is strictly prohibited. Smoking in any form anywhere in or about the Studio is strictly prohibited.

2.6 Client may only occupy the Studio during regular business hours. Client's Representatives may not occupy the Studio without Client present.

3. Liability; Warranties.

3.1 IN NO EVENT WILL artSPARK BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT artSPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT WILL artSPARK'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO artSPARK PURSUANT TO THIS AGREEMENT.

3.2 If artSPARK's normal operations are materially hampered or otherwise materially interfered with by any act beyond artSPARK's control, including: (a) act of God; (b) flood, fire, earthquake, explosion, or other disaster; (c) epidemic or pandemic; (d) war, invasion, hostility (whether war is declared or not), terrorist threat or act, riot, or other civil unrest; (e) government order or law; (f) action, embargo, or blockage in effect on or after the date of the Agreement; (g) action by any governmental authority; (h) national or regional emergency; (i) strike, labor stoppage or slowdown, or other industrial disturbance; (j) shortage of adequate power or transportation facilities; and (k) other events beyond artSPARK's reasonable control (individually and collectively, "Force Majeure Events"), artSPARK may at any time terminate this Agreement or toll the Membership Term for the duration of the applicable Force Majeure Events.

3.3 Except as expressly set forth herein, artSPARK hereby disclaims all warranties, whether express, implied, statutory, or otherwise, under this Agreement and under applicable law.

4. Governing Law; Venue. Colorado law, and rules and regulations issued pursuant thereto, shall be applied to the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be brought exclusively in binding arbitration in Denver, Colorado. Any dispute not properly disposed of through arbitration may be brought in a court of competent jurisdiction in Denver County, Colorado, and the Parties waive all right to a jury trial in any such action. The prevailing Party in any action for breach of this Agreement, as determined by the presiding factfinder, but in all cases requiring that such Party receive substantially all of the relief sought thereby, shall be entitled to recover its reasonable attorney fees and costs. Notwithstanding anything herein to the contrary, nothing in this Section shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction, or other interim equitable relieve, if necessary to protect the interests of such Party.

5. Relationship of the Parties. This Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship, or any other form of join enterprise, employment, or fiduciary relationship between artSPARK and Client for any purpose. Neither Party has or will authority to bind the other Party, and neither Party will hold itself out as having such authority. Neither Party will make any agreements or representations on the other Party's behalf without the other Party's prior written consent.

6. Assignment. Neither Party may assign or otherwise transfer any rights, or delegate, subcontract, or otherwise transfer any obligations or performance, under this Agreement without the prior written consent of the other Party. Any purported assignment, delegation, or transfer in violation of this Section is void.

7. Indemnification. Client shall indemnify, defend, and hold harmless artSPARK and its affiliates, and its and their respective officers, directors, employees, agents, successors, licensees, assignees, and designees, from and against any claims, judgements, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements arising from or relating to any: (a) breach or alleged breach hereof by Client or Client's Representatives; and (b) any acts or omissions by Client or Client's Representatives.

8. Termination and Default. Client may terminate the Membership at any time by discontinuing the use of the Membership. artSPARK may, in its sole discretion, immediately terminate Client's Membership if: (a) Client fails to perform any of its obligations hereunder, including its obligation to make payments under Section 1.2; (b) Client or any of Client's Representatives violate any provision set forth under Section 2; or (c) in the event of a Force Majeure Event. Termination by either Party will not constitute a waiver of any of Client's obligations hereunder, including Client's obligation to make any payments of the Fees and any other unpaid fees and charges payable by Client hereunder. Client shall reimburse artSPARK for all reasonable expenses of any enforcement of artSPARK's rights and remedies hereunder, including reasonable attorneys' fees and the costs of collection should that become necessary.

9. MIscellaneous. This Agreement and the exhibits and documents expressly referred to herein are the sole and entire agreement of the Parties regarding the subject matter herein and supersede all prior and contemporaneous understandings, representations, and warranties, whether written or oral, regarding such subject matter. The Parties may not amend this Agreement except by a written or oral, regarding such subject matter. The Parties may not amend this Agreement except by a written instrument signed by both Parties, and any waivers relating to this Agreement must be written and signed by the Party to be charged. Each Party shall deliver all notices under or relating to this Agreement in writing, either in person, by certified or registered mail, return receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses, respectively, set out on the signature page hereto (or to such other address that the receiving Party may designate in writing from time to time in accordance with this section). Notices sent in accordance with this Section are effective: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or other electronic format (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by registered or certified mail, return receipt requested, postage prepaid. If any Agreement term or provision is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate such term or provision in any other jurisdiction. artSPARK's remedies hereunder are cumulative, and artSPARK's pursuit of one remedy will not be deemed a waiver of any other remedy. Section and subsection headings herein for convenience only and will not be used to interpret this Agreement or any provision hereof or otherwise be given any legal effect. The failure or delay by a Party in exercising any right, power, or privilege under this Agreement shall not be deemed a waiver of such right, power, or privilege, nor shall any single or partial exercise thereof preclude any other further exercise of any right, power, or privilege under this Agreement. This Agreement shall not be altered, amended, modified, or otherwise changed except by a writing duly signed by both Parties. No waiver of any term of this Agreement shall be binding unless made by means of a written instrument signed by a duly authorized representative of the Party against whom enforcement of such waiver is sought. Any such waiver shall not constitute a future waiver of the same term or condition. No provision of this Agreement shall be construed for or against any of the Parties solely as a result of the fact that such Party was responsible for the drafting of such provision. The Parties further represent and state that each Party and/or its counsel has been given a full and fair opportunity to review this Agreement before execution.