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OPC Tour Host Revenue Sharing Agreement S2025

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REVENUE SHARING AGREEMENT

This Revenue Sharing Agreement (the “Agreement”) is effective ,

BETWEEN: Online Pilates Classes, LLC, (“OPC”), a corporation organized and existing under the laws of Las Vegas, Nevada, with its head office located at:

304 S. Jones BLVD STE 859, Las Vegas, Nevada 89107

AND: , (“Host Studio”), a corporation organized and existing under the laws of , with its head office located at:

Collectively, OPC and Host Studio shall be referred to as the “Parties” and individually as “Party.”

WHEREAS, the Parties wish to collaborate with each other for the fulfillment of certain business relating to OPC Pilates Pop Up Tour (the “Collaboration”);

WHEREAS, the Parties wish to evidence their contract in writing;

NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

1. PURPOSE
  
  1.1 The purpose of this Agreement is to establish the terms and conditions under which the Parties will collaborate and work together in the marketing, sales and hosting of the OPC Pilates Pop Up Tour to achieve their mutual goals.
2. REVENUE SHARING AND PAYMENT
  
  2.1 During the term of this Agreement, the Parties shall share revenue generated from the Collaboration in the following manner:
  
  Host Studio will earn commission on each ticket sold based on event type:
  - - Class tickets = $5 earned per ticket sold
    - Workshop tickets is based on scale of tickets sold:
      - 4-6 tickets sold = $25 earned per ticket sold
        
        7-10 tickets sold = $35 earned per ticket sold
        
        11+ tickets sold = $45 earned per ticket sold
  2.2 OPC shall make payment to Host Studio within ten (10) business days of the conclusion of the Collaboration. The payment shall be accompanied by a report of revenue generated by the Collaboration.
3. TERM
  
  3.1 For purposes of this Agreement, the "Effective Date" shall mean the date above and when this Agreement becomes fully executed by all parties hereto.
  
  3.2 The Parties agree that the present Agreement shall be in force from the Effective Date unless terminated by either of the Parties in accordance with the present Agreement.
4. ROLES AND OBLIGATIONS OF OPC
  
  4.1 OPC agrees to perform the following roles and obligations:
  - - Provide registration link to share;
    - Collect ticket sales;
    - Provide marketing assets to Host Studio;
    - Promote event(s) in newsletters to our audience;
    - Promote event(s) on onlinepilatesclasses.com website;
    - Promote event(s) on social media and tag Host Studio;
    - Provide weekly registration reports;
    - Teach event(s)
5. ROLES AND OBLIGATIONS OF HOST STUDIO
  
  5.1 Host Studio agrees to perform the following roles and obligations:
  - Social media deliverables:
  - Leave at least one comment on OPC's launch day Feed post about the event
    - Note: OPC will tag you in the caption of the post
  - Create and tag OPC in one (1) Instagram Feed post within each of the following timeframes:
    - 1. Launch day
    - 2. June 2025
    - 3. July 2025
    - 4. August 2025 (N/A if your event is before this window)
  - Create and tag OPC in one (1) Instagram Story within each of the timeframes (see above)
  - Create and tag OPC in one (1) Instagram Feed post after the event (ex. photo/short video from event, selfie with group)
  - Reminder: Must tag OPC on all Instagram Feed posts and Stories shared:
    - OPC instagram: @opc.pilates
    - Lesley Logan instagram: @lesley.logan
  - Display physical flyers in studio;
  - Promote event(s) in newsletters;
  - Promote event(s) on website;
  - Receive and hold raffle items shipped in advance
  - Purchase tickets for themself if they plan on attending or participating in the event
6. OPERATIONS AND FINANCE
  
  6.1 The Parties shall conduct their operations in accordance with the "Become a Pop Up Tour Host Studio" found at this link. The Parties shall maintain accurate records of their financial transactions and shall prepare financial statements in accordance with generally accepted accounting principles.
7. RELATIONSHIP OF PARTIES
  
  7.1 Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Parties.
8. ASSIGNMENT
  
  8.1 The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties’ heirs, executors, successors and assigns.
9. REPRESENTATION AND WARRANTIES
  
  9.1 The Parties represent and warrant to each other as follows:
  - - 9.1.1 They have full power and authority to enter into this Agreement, including all rights necessary to make the foregoing assignments to each other.
  - - 9.1.2 That in performing under the Agreement, they will not violate the terms of any agreement with any third party.
10. DEFAULTS, REMEDIES AND TERMINATION
  
  10.1 Events of Default: Each of the following shall constitute an Event of Default under this Agreement:
  - - 10.1.1 Material Breach: Either Party fails in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of the terms and conditions of this Agreement.
  - - 10.1.2 Material Misrepresentation: Any representation made by either Party hereunder shall be false or incorrect in any material respect when made, or is false in any material respect at any point in time.
  10.2 Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above, the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have seven (7) days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such 7-day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.
  
  10.3 Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice was given for an Event of Default as defined in section 10.1 of this Agreement and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement and/or any Statement of Work upon at least seven (7) days’ prior written notice to the defaulting Party. Upon termination of this Agreement and/or any Statement of Work, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination, and any other rights, obligations, or liabilities that which, by their nature, are intended to survive termination of the Agreement and/or any Statement of Work.
  
  10.4 Termination for No Default: Either Party may forthwith terminate this Agreement with thirty (30) days’ prior written notice to the other.
11. SEVERABILITY
  
  11.1 If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, and the remainder of the provisions of this Agreement shall in no way be affected, impaired or invalidated as a result.
12. NOTICES
  
  12.1 Any notices or delivery required here shall be deemed completed when emailed, hand-delivered, delivered by agent, or fifteen days after being placed in the post, postage prepaid, to the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing at the address provided by the Parties. For a notice under this agreement to be valid, it must be in writing. If delivered by email it will be deemed to have been received when sent, even if the sender receives a machine-generated message that delivery has failed. If a party sending an email notice under this agreement receives a machine-generated message that delivery has failed, for that notice to be valid the sender must no later than ten business days after sending the email message deliver a tangible copy of that notice with end-to-end tracking and all fees prepaid.
13. FORCE MAJEURE
  
  13.1 For purposes of this section, "force majeure" means an event beyond the control of either Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.
  
  13.2 Neither Party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure, provided that such Party shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.
14. WAIVER
  
  14.1 In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
15. GOVERNING LAW AND JURISDICTION
  
  15.1 This Agreement shall be construed and enforced in accordance with the laws of Nevada.
  
  15.2 The Parties submit to the jurisdiction of the courts of Nevada for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
16. MEDIATION AND ARBITRATION
  
  16.1 In the event a dispute arises out of or in connection with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation.
  
  16.2 If the dispute is not resolved within a period of thirty days, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of Nevada. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within Nevada.
17. INDEMNIFICATION
  
  17.1 Parties shall be indemnified and held harmless by the other Party from and against any and all claims of any nature whatsoever, arising out of the other Party's performance. A Party shall not be entitled to indemnification under this section for liability arising out of gross negligence or wilful misconduct of the Party or the breach by the Party of any provisions of this Agreement.
18. ENTIRE AGREEMENT
  
  18.1 This Agreement contains the entire Agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement shall bind the Parties.

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Signed by Bradley Crowell
Signed On: 2025-05-08

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2025-05-08 6:40 am PDT

OPC Tour Host Revenue Sharing Agreement S2025 Uploaded by Bradley Crowell - support@onlinepilatesclasses.com IP 100.14.251.246