THIS MARKETING PARTNER ENROLLMENT AGREEMENT is made between M Digital Studios, Inc. d/b/a  SPACE BLUE (referred to as ”COMPANY”), and acting as exclusive manager and co-curator with Galatic Legacy Labs, LLC,  for the Lunaprise project,  and you (“MARKETING PARTNER”, “you”). The parties agree that acceptance of this agreement, and any addendums updated herein online at www.spaceblue.club, from time to time,  is binding if your request is accepted by us by written email confirmation to your email address, and accepted online at the signup on spaceblue.club and/or if we sign a follow on contract to this submission. Space Blue may deny your application and if they do there is no agreement between the parties. 

By accepting these online terms you  agree as follows:

The following represents the agreement terms, in consideration of each other's promises or acts with respect to this  MARKETING PARTNER Agreement. MARKETING PARTNER  upon our written acceptance of this request sent to your email (should we approve your request), you and only your direct owned company/agency are authorized to solicit and engage with third parties concerning our ventures.

Terms and Conditions:

1) Obligations of Marketing Partner

Unless any below requirements are waived by us in writing, Marketing Partner will grant their name, likeness, and image to be used in all worldwide marketing of the campaign. Marketing Partner agrees to promotional efforts in good faith by them including:

• Posting on their social media channels during the phase 1 period, every month about the project only using “approved marketing materials” approved by the company. 

• Attending at least 2 crypto/nft/metaverse events ( Live or online) to promote and speak about the project publicly.

• Attending at least two AMA (“ask me anything”) type conferences conducted online.

• Will comply with all terms and conditions of the Affiliate/Marketing Partner Agreement as described herein and amended by Space Blue from time to time.

• No “insider trading”: Marketing Partner Shall not use any confidential information that it receives from Space Blue for its own personal gain (or others) above the general public and shall not share any confidential information regarding any Metaverse Land Sales or NFT Drops in advance of such notices also being made available to the public by Space Blue online and in press announcements and social media posts done by Space Blue.

• Shall let prospective buyers know they have been paid/granted NFTs for promotion of the offerings ( when such NFTS are being used in the specific drop or campaign, -this does not apply with sponsorship proposals you may be engaging with on behalf of Space Blue)  and such notices should be added to any online posts that they make (example : I am paid for my promotion of the Space Blue Offerings)

2) Commissions

An Authorized Marketing Partner may be eligible for “finder’s fee” type commissions to earn from generating sponsorship and marketing opportunities for the space blue venture directly from the marketing partners client referrals. The terms of which will be in the acceptance letter or other written agreement to be generated by Space Blue if your application is accepted. . Generally these fees in total for all third parties and all intermediaries does not exceed 25% (twenty five percent) of the total marketing arrangement secured for Space Blue by the direct client referrals of Space Blue. Payments are made to the main marketing partner engaged in thee outreach ( either yourself or the other duly authorized  marketing partner who referred you)  along with reports within 3 business days of collection of such completed transactions that were secured. The marketing partner is liable for any payments of commissions to intermediary parties.

3) AUTHORITY TO ENTER INTO SPONSORSHIPS/TALENT ARRANGEMENTS/INVITATIONS TO EVENTS IS SOLEY BY SPACE BLUE: Only Space Blue is authorized to contract for such sponsorships programs/grant programs and other partnerships directly and will provide such agreements and invitations to the actual final third parties who desire to arrange marketing programs.  Space Blue has the sole authority to finalize the final contract terms and conditions directly with the clients and has sole authority with regards to participation in the program incluiding inclusion of artists in the Lunaprise mission, and participation and invitations to events. Marketing Partners must seek to create transparent written and oral communications between Space Blue with all Marketing Partner’s channels including the public, dealings with potential sponsors,  invitations to be a part of the lunaprise mission including to sponsors, sponsor candidates , guests to private events,  and dealings the public. 

4) No Oral Agreements

All agreements shall be in writing, and only valid if signed as executed agreements and/or addendum to written agreements between the MARKETING PARTNER  and Company, in order to be considered binding, and no oral agreements shall be considered to be binding on the two parties and nor is email communications, nor discussions or conference call details or notes,  or text message communications considered binding on the parties . This agreement is non-exclusive .

5) Terms and Conditions

Marketing Partner accepts that all virtual land metaverse sales, pre-sales,  NFT sales terms, and auction terms and policies,  are as published and updated from time to time at www.nftblue.com and at www.spaceblue.club

6) Taxes / Independent Contractor Status

Marketing Partner is responsible for paying all taxes and agrees that they are not considered an employee or partner of Space Blue. The MARKETING PARTNER confirms they are not employed as an employee but a freelance independent contractor.

7) Fees

The Marketing Partner shall not charge or cause to be charged directly any customer or potential customer for Space Blue sponsorships,  Metaverse Virtual Land and NFTS per this project except as listed online in public marketplaces only when listed by the company.  There are no commissions or finder’s fees paid to the Marketing Partner for any referrals of customers to the company except as per the written addendum to this agreement.  

8) Public Relations

Marketing Partner acknowledges and agrees that this Agreement’s value to SPACE BLUE is based in part on the goodwill and positive publicity generated by MARKETING PARTNER  and SPACE BLUE’s use of MARKETING PARTNER  Marks hereunder, including SPACE BLUE’s opportunities to facilitate, coordinate and leverage media (including social media) opportunities relating to the foregoing. Accordingly, MARKETING PARTNER  agrees that: (a) MARKETING PARTNER  will conduct himself/herself in a manner so as to prevent a material adverse change in such goodwill and positive publicity; (b) MARKETING PARTNER  will not malign or disparage SPACE BLUE, the SPACE BLUE Protocol or any of its products and services, including the Platform; and (c) MARKETING PARTNER  will refrain from acting in an unprofessional manner or committing any act or becoming involved in any situation (and MARKETING PARTNER  represents and warrants that, prior to the Effective Date, MARKETING PARTNER  has not acted in an unprofessional manner or committed any act, and has not been involved in any situation, that will be made public) that: (1) involves criminal misconduct or an act of moral turpitude; (2) subjects SPACE BLUE, MARKETING PARTNER , MARKETING PARTNER  Marks, MARKETING PARTNER ’s endorsement, or the activities provided for herein to public disrepute, contempt, scandal or ridicule; (3) tends to shock, insult or offend the community at large; or (4) tarnishes SPACE BLUE, the SPACE BLUE Protocol, or the Platform by association with MARKETING PARTNER , MARKETING PARTNER  Marks, MARKETING PARTNER ’s endorsement, or the promotional campaign provided for herein (the occurrences described in this Section 8 collectively, the “Disparagement Acts”), regardless of whether or not information relating to any such Disparagement Act becomes public or whether or not any civil or criminal proceedings are instituted or sanctions imposed, or any federal, state, or local investigative proceedings are instituted or commenced in connection with such Disparagement Act. In the event of the occurrence of a Disparagement Act, SPACE BLUE will have the right, without liability and without limiting any other right or remedy to which SPACE BLUE may be entitled, whether under this Agreement, at law, or in equity, to terminate this Agreement and, for purposes of clarification, no further payments shall be made.

9) Injunctive Action

Should the Marketing PARTNER violate any terms of this agreement, the company may have the authority to seek immediate injunctive relief in a jurisdiction that the company deems is necessary to protect its rights. 

10) Misrepresentation

The PARTNER shall not misrepresent the company its project, its employees, or its partners to any third party either in private or public, and agrees not to slander, gossip, or promote false, or negative and derogatory communications concerning the company, the company’s projects,  its partners, employees and owners online, in social media or in the public. The penalty for such a violation will be a minimum fine to be paid by the Marketing Partner of at least $10,000 USD payable to Space Blue.

11) Governing Law

This agreement shall be governed by the laws of the State of California, USA.

12) Disputes

Should any disputes exist between the two parties, both parties agree to seek a remedy through mediation and if unresolved within 30 days, both parties agree to see a remedy through binding arbitration in Los Angeles, California, USA with the resulting losing party paying for the legal costs of arbitration up to a maximum of $10,000 (ten thousand dollars even)  USD to the other party.

13) Non-Fungible Token Definition

Non-fungible tokens (NFTs) are cryptographic assets on a blockchain with unique identification codes and metadata that distinguish them from each other.

14) Metaverse Definition:

An online virtual-reality space in which users can interact with a computer-generated environment and other users and e-commerce is typically enabled including for the sale of experiences, ownership of virtual land or NFTs, and physical merchandise. 

15) No Third Party Obligations

Neither party shall bind the other to any oral or written agreements without the express written permission of the other party.

END OF AGREEMENT