THE FOLLOWING TERMS AND CONDITIONS GOVERN THE AGREEMENT BETWEEN YOU (THE PURCHASER OF THE FLIP SECRETS EDUCATIONAL PROGRAM - “FFSEP”) AND STRATEGIC ENTERPRISES INC. (“FLIP SECRETS”), AND ITS AFFILIATES, SUB-CONTRACTORS, OR ASSIGNS, WITH A MAILING ADDRESS OF PO BOX 23065, KNOXVILLE, TN 37933, ATTACHED HERETO AND ENTERED INTO EFFECTIVE AS OF THE DATE OF YOUR SIGNATURE ON THE AGREEMENT (“EFFECTIVE DATE”). YOU AND FLIP SECRETS ARE EACH REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

1. PAYMENT TERMS. YOU AUTHORIZE FLIP SECRETS TO PROCESS THE CREDIT CARD INFORMATION YOU HAVE PROVIDED TO FLIP SECRETS, IN THE AMOUNT SET FORTH ON THE AGREEMENT, FOR THE FFSEP. YOU ACKNOWLEDGE AND AGREE THAT FFSEP SERVICES DO NOT INCLUDE TRAVEL OR LODGING, AND SUCH TRAVEL OR LODGING EXPENSES INCURRED BY YOU SHALL BE YOUR SOLE RESPONSIBILITY AND SHALL BE IN ADDITION TO ANY FEE FOR THE FFSEP.

2. THERE IS NO RIGHT TO REFUND. BECAUSE YOU WILL START TO RECEIVE THE FFSEP SERVICES IMMEDIATELY, YOU UNDERSTAND AND AGREE THAT YOU SHALL HAVE NO RIGHT TO RECEIVE ANY REFUND FOR ANY REASON, EVEN IF YOU CANCEL YOUR FFSEP SERVICES. YOU FURTHER UNDERSTAND AND AGREE THAT IF YOU SHOULD FAIL OR REFUSE TO AVAIL YOURSELF OF ANY FFSEP SERVICES, YOU SHALL NOT BE ENTITLED TO ANY REFUND.

3. NO INCOME CLAIMS. YOU AGREE THAT FLIP SECRETS HAS NOT MADE ANY PROMISE, GUARANTEE, OR OTHER REPRESENTATION WITH RESPECT TO YOUR FUTURE INCOME OR GAINS RESULTING FROM THE PROVISION OF FFSEP SERVICES, AND THAT YOU HAVE NOT BEEN INDUCED TO ENTER THE AGREEMENT AS A RESULT OF ANY INCOME CLAIMS.

4. TERM. THE AGREEMENT SHALL EXPIRE ONE YEAR FROM THE EFFECTIVE DATE, AND YOU UNDERSTAND AND AGREE THAT YOU SHALL HAVE NO RIGHT TO RECEIVE ANY FFSEP SERVICES FOLLOWING EXPIRATION OF THE AGREEMENT.

5. INTELLECTUAL PROPERTY. FLIP SECRETS RETAINS ALL RIGHT, TITLE AND INTEREST IN ANY AND ALL INTELLECTUAL PROPERTY RELATED TO OR ASSOCIATED WITH THE FFSEP SERVICES, INCLUDING WITHOUT LIMITATION: (A) TRADEMARKS AND COPYRIGHTS; AND (B) ANY OTHER PROPRIETARY RIGHT ARISING UNDER THE LAWS OF THE UNITED STATES. YOU UNDERSTAND AND AGREE THAT NEITHER THE AGREEMENT NOR THE PROVISION OF FFSEP SERVICES BY FLIP SECRETS SHALL CONSTITUTE A TRANSFER, ASSIGNMENT, OR LICENSE OF ANY INTELLECTUAL PROPERTY RIGHTS FROM OR BY FLIP SECRETS. YOU ACKNOWLEDGE THAT THE CONTENT OF THE FFSEP SERVICES, INCLUDING WITHOUT LIMITATION THE MATERIALS AND INFORMATION PROVIDED TO YOU AS EDUCATION, IS CONFIDENTIAL AND PROPRIETARY TO FLIP SECRETS; ACCORDINGLY, YOU AGREE THAT YOU SHALL NOT COMMUNICATE THE TEACHINGS, MATERIALS, OR INFORMATION ACQUIRED OR LEARNED FROM FLIP SECRETS TO ANY OTHER PERSON.

6. CONTACTS. BY SIGNING THE AGREEMENT AND PROVIDING YOUR CREDIT CARD INFORMATION, YOU AGREE THAT FLIP SECRETS MAY CALL AND TEXT YOU REGARDING YOUR ACCOUNT INFORMATION AND REGARDING OTHER OFFERS, PRODUCTS, AND SERVICES, INCLUDING THROUGH THE USE OF AUTOMATED DIALING EQUIPMENT AND PRE- RECORDED MESSAGES, AND THAT THIS CONSENT IS NOT A CONDITION OF PURCHASE.

7. INDEMNITY. YOU AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS FLIP SECRETS, ITS OFFICERS, DIRECTORS, EMPLOYEES OR THEIR INVITEES, FROM AND AGAINST ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER WITHOUT LIMIT ARISING OUT OF YOUR RECEIPT OF FFSEP SERVICES OR ACTIONS TAKEN IN RESPONSE THERETO. YOUR INDEMNITY OBLIGATION INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIM FOR PERSONAL INJURY SUSTAINED WHILE TRAVELING TO OR ATTENDING ANY SEMINAR OR OTHER IN-PERSON TRAINING PROVIDED BY FLIP SECRETS TO YOU.

8. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL FLIP SECRETS’ LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT PAID BY YOU TO FLIP SECRETS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM BY YOU. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

9. FORCE MAJEURE. EXCEPT FOR THE DUTY TO MAKE PAYMENTS HEREUNDER WHEN DUE, AND THE INDEMNIFICATION PROVISIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR ANY DELAY, DAMAGE, OR FAILURE CAUSED BY OR OCCASIONED BY ANY ACT OF GOD, ACT OF NATURE OR THE ELEMENTS, TERRORISM, INSURRECTION, OR ANY OTHER CAUSES (EXCEPT FINANCIAL) BEYOND THE CONTROL OF EITHER PARTY.

10. YOUR REPRESENTATIONS. YOU REPRESENT AND WARRANT THAT: (A) YOU OPERATE A BUSINESS IN GOOD STANDING, AND ARE PURCHASING FFSEP FOR YOUR EXISTING BUSINESS; (B) THERE ARE NO PRIOR OR PENDING GOVERNMENT INVESTIGATIONS OR PROSECUTIONS AGAINST YOU, NOR ANY PRIOR OR PENDING LAWSUITS AGAINST YOU; AND (C) YOU AGREE TO NOTIFY FLIP SECRETS IMMEDIATELY IF ANY INVESTIGATION OR LAWSUIT IS THREATENED OR FILED AGAINST YOU, WHEREUPON FLIP SECRETS SHALL HAVE THE RIGHT TO TERMINATE THE AGREEMENT AND THESE TERMS AND CONDITIONS WITHOUT LIABILITY.

11. ARBITRATION. ANY CLAIM OR GRIEVANCE OF ANY KIND, NATURE OR DESCRIPTION THAT YOU HAVE AGAINST FLIP SECRETS SHALL BE RESOLVED EXCLUSIVELY IN FINAL AND BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR SELECTED BY FLIP SECRETS WITHIN A REASONABLE TIME OF YOU GIVING NOTICE OF ARBITRATION TO FLIP SECRETS. ARBITRATION SHALL BE HELD IN KNOX COUNTY, TENNESSEE. YOU AGREE NOT TO FILE SUIT IN ANY COURT AGAINST FLIP SECRETS, ANY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, OR EMPLOYEES. THE ARBITRATION WILL BE SUBJECT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1-16 (“FAA”). THE ARBITRATOR SHALL HAVE THE EXCLUSIVE AND SOLE AUTHORITY TO DETERMINE WHETHER ANY DISPUTE IS ARBITRABLE. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON THE PARTIES, SUBJECT TO APPEAL ONLY UNDER THE FAA, AND MAY BE REDUCED TO A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. YOU AGREE THAT EACH PARTY SHALL BEAR ITS OWN COSTS AND ATTORNEYS’ FEES IN ANY ARBITRATION OR LITIGATION, REGARDLESS OF WHICH PARTY, IF EITHER OF THEM, IS DEEMED THE PREVAILING PARTY. ANY CLAIM MUST BE BROUGHT IN ARBITRATION WITHIN ONE (1) YEAR OF THE CLAIM ARISING OR FOREVER BE BARRED. THIS AGREEMENT TO ARBITRATE SURVIVES ANY TERMINATION OR EXPIRATION OF THE AGREEMENT AS WELL AS BANKRUPTCY OR INSOLVENCY OF EITHER PARTY. NOTHING IN THESE TERMS AND CONDITIONS PREVENTS FLIP SECRETS FROM APPLYING TO AND OBTAINING FROM ANY COURT HAVING JURISDICTION A TEMPORARY INJUNCTION, PRELIMINARY INJUNCTION, PERMANENT INJUNCTION, OR OTHER RELIEF AVAILABLE TO PROTECT FLIP SECRETS’ INTEREST PRIOR TO, DURING, OR FOLLOWING THE FILING OF ANY ARBITRATION OR OTHER PROCEEDING.

12. WAIVER OF CLASS ACTION. YOU UNDERSTAND AND AGREE THAT YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIMS THAT MAY ARISE UNDER, OR BE IN ANY WAY RELATED TO, THIS AGREEMENT, OR FLIP SECRETS. CLAIMS BROUGHT AGAINST FLIP SECRETS MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY ANYONE ELSE.

13.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO ANY CHOICE OF LAW PROVISIONS.

14. SEVERANCE. IN THE EVENT ANY PROVISION OF THE AGREEMENT OR THESE TERMS AND CONDITIONS IS INCONSISTENT WITH OR CONTRARY TO ANY APPLICABLE LAW, RULE, OR REGULATION, THE PROVISION SHALL BE DEEMED TO BE MODIFIED TO THE EXTENT REQUIRED TO COMPLY WITH THE LAW, RULE, OR REGULATION, AND THIS AGREEMENT AND THESE TERMS AND CONDITIONS, AS SO MODIFIED, SHALL CONTINUE IN FULL FORCE AND EFFECT.

15. NO ASSIGNMENT. THE AGREEMENT CANNOT BE ASSIGNED BY YOU TO ANOTHER PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF FLIP SECRETS.

16. THROUGH OUR INTERACTIONS, YOU MAY COMMUNICATE WITH US VIA WRITTEN, VISUAL, OR VERBAL COMMUNICATION. IN INTERACTING WITH THIS SITE, PLATFORM, OUR PRODUCTS, OR ANY OFFICER OR AGENT OF THIS COMPANY, YOU GRANT WAIVER AND APPROVAL FOR US TO RECORD THOSE INTERACTIONS IN WHOLE OR IN PART WITH NO EXCEPTION AND USE THEM FOR INTERNAL TRAINING, QUALITY CONTROL, COMPLIANCE, AND, IN THE CASE OF PROVIDED TESTIMONIALS, WE CAN USE THEM IN MARKETING MATERIALS OR OTHER WAYS PUBLICLY AS WE SEE FIT.