Master Services Agreement

1

Parties

This Master Services Agreement (the "Agreement") is entered into by and between:

Orno LLC ("Company")

555 Winderley Place

Maitland, FL 32751

United States of America

Email: legal@orno.io

Orno LLC is a wholly owned subsidiary of Luminary Group Holdings LLC, a Florida limited liability company with its principal place of business at the same address.

Counterparty ("Partner")

The individual or entity that accepts this Agreement by executing a Campaign Brief, Statement of Work, Order Form, or otherwise accessing or using the Platform or Services provided by Orno LLC.

The Company and the Partner are each referred to as a "Party" and collectively as the "Parties."

2

Recitals

A. The Company operates a platform and service that facilitates brand sponsorship opportunities, product fulfillment, logistics coordination, and related services for content creators, influencers, esports organizations, and brand partners (collectively, the "Services").

B. The Partner wishes to engage the Company to provide certain Services, and the Company is willing to provide such Services, on the terms and conditions set forth in this Agreement and any applicable Statement of Work, Campaign Brief, or Order Form executed by the Parties.

C. The Parties intend that this Agreement shall govern all present and future engagements between them, eliminating the need to renegotiate standard terms for each individual Program or campaign.

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

3

Definitions

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means the ownership of at least fifty percent (50%) of the voting securities or other ownership interests.

"Campaign Brief" means a written or electronic document issued by the Company or a Brand Partner that specifies the objectives, deliverables, timeline, compensation, disclosure requirements, and other material terms of a specific sponsorship campaign.

"Confidential Information" means all non-public information, technical data, trade secrets, know-how, business plans, financial information, customer data, partner lists, campaign performance data, and other proprietary information disclosed by one Party to the other, whether orally, in writing, or in any other form.

"Deliverables" means the products, content, reports, materials, and other outputs produced by the Partner pursuant to a Campaign Brief or Statement of Work, including but not limited to social media posts, video content, live streams, photography, written reviews, and performance analytics.

"Effective Date" means the date on which the Partner first accepts this Agreement by executing a Campaign Brief, Statement of Work, Order Form, or by accessing the Platform or using the Services.

"Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, moral rights, and any other proprietary rights recognized in any jurisdiction worldwide.

"Order Form" means a document or electronic record that specifies the Services to be provided, fees, delivery timelines, and other commercial terms, which is governed by this Agreement.

"Platform" means the digital properties, applications, portals, APIs, and systems operated by the Company, including orno.io and any related subdomains.

"Program" means a specific sponsorship initiative, fulfillment campaign, or brand activation administered by the Company under this Agreement.

"Statement of Work" or "SOW" means a written agreement between the Parties that describes specific Services, deliverables, timelines, and fees, and which incorporates the terms of this Agreement by reference.

"Term" means the duration of this Agreement as set forth in Section 4.

4

Term

4.1 Initial Term

This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months (the "Initial Term").

4.2 Renewal

This Agreement shall automatically renew for successive twelve (12) month periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

4.3 Effect of Expiration

Upon expiration or termination of this Agreement, the terms of this Agreement shall continue to apply to any outstanding Campaign Briefs or SOWs until their completion, unless otherwise agreed by the Parties in writing.

5

Scope of Services

5.1 Service Offering

The Company provides a suite of Services including but not limited to:

Sponsorship program design, administration, and optimization
Product fulfillment and logistics coordination through authorized third-party providers
Campaign performance tracking, analytics, and reporting
Partner onboarding, verification, and compliance management
Communications and relationship management between Brand Partners and creators
Support ticketing, issue resolution, and escalation management

5.2 Statements of Work and Campaign Briefs

The Parties may from time to time execute Statements of Work, Campaign Briefs, or Order Forms that describe specific Services, deliverables, fees, and timelines. Each SOW, Campaign Brief, and Order Form is incorporated into this Agreement by reference. In the event of a conflict between the terms of this Agreement and any SOW, Campaign Brief, or Order Form, this Agreement shall control unless the SOW, Campaign Brief, or Order Form expressly states otherwise and is signed by an authorized representative of each Party.

5.3 Service Level Commitments

The Company shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner. Specific service level commitments, if any, shall be set forth in the applicable SOW, Campaign Brief, or Order Form. The Company does not guarantee that the Platform will be uninterrupted, error-free, or available at all times.

5.4 Partner Obligations

The Partner agrees to: (a) provide accurate and complete information as requested by the Company; (b) comply with all Campaign Brief requirements and disclosure obligations; (c) respond to Company communications in a timely manner; (d) maintain the confidentiality of any non-public information received through the Platform or in connection with a Program; and (e) not use the Platform or Services for any unlawful or unauthorized purpose.

6

Compensation and Payment

6.1 Fees

The Partner shall pay all fees specified in the applicable SOW, Campaign Brief, or Order Form. Unless otherwise stated, all fees are in United States Dollars (USD) and are non-refundable except as expressly set forth in this Agreement.

6.2 Payment Terms

Invoices shall be paid within thirty (30) days of the invoice date unless otherwise specified in the applicable SOW or Order Form. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.

6.3 Expenses

The Partner shall reimburse the Company for all reasonable out-of-pocket expenses incurred in connection with the Services, including but not limited to shipping costs, customs duties, and third-party fulfillment fees, unless otherwise agreed in writing.

6.4 Taxes

Each Party shall be responsible for its own taxes. The Partner agrees to pay all sales, use, value-added, withholding, and similar taxes imposed by any jurisdiction in connection with the Services, excluding taxes based on the Company's net income.

7

Confidential Information

7.1 Obligations

Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party; (c) use such Confidential Information solely for the purpose of performing obligations under this Agreement; and (d) protect such Confidential Information using the same degree of care used to protect its own similar information, but in no event less than reasonable care.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the receiving Party gives prompt notice to the disclosing Party.

7.3 Duration

The confidentiality obligations set forth in this Section 7 shall survive termination of this Agreement for a period of three (3) years, or indefinitely for trade secrets.

8

Intellectual Property

8.1 Company Intellectual Property

The Platform, all Company software, systems, methodologies, templates, data models, analytics tools, and related materials (collectively, "Company IP") are and shall remain the exclusive property of the Company and its licensors. The Partner is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Company IP solely as necessary to receive the Services during the Term.

8.2 Partner Content and Deliverables

As between the Parties, the Partner retains ownership of all content, materials, and Deliverables created by the Partner in connection with a Program. The Partner grants the Company a worldwide, non-exclusive, royalty-free, fully paid-up license (with the right to sublicense to Brand Partners) to use, reproduce, modify, distribute, display, and perform such Deliverables for the purpose of administering the Program, promoting the Company's Services, and facilitating the Brand Partner's campaign objectives.

8.3 Brand Partner Content

All trademarks, logos, brand guidelines, and campaign materials provided by Brand Partners remain the property of their respective owners. The Partner shall not use such materials except as expressly authorized in the applicable Campaign Brief or SOW.

8.4 Feedback

Any suggestions, enhancement requests, recommendations, or other feedback provided by the Partner regarding the Platform or Services may be used by the Company without obligation or compensation to the Partner.

9

Representations and Warranties

9.1 Mutual Representations

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; (c) it will comply with all applicable laws and regulations in performing its obligations under this Agreement; and (d) it will not take any action that would cause the other Party to violate applicable law.

9.2 Partner Representations

The Partner additionally represents and warrants that: (a) all information provided to the Company is accurate and complete; (b) the Partner's Deliverables will not infringe the intellectual property rights of any third party; (c) the Partner will clearly and conspicuously disclose the material connection between the Partner and the Brand Partner in accordance with FTC guidelines and all applicable advertising and disclosure laws; and (d) the Partner is not located in, ordinarily resident in, or acting on behalf of any country or entity subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC).

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. THE SERVICES AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

10

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Exclusion of Consequential Damages NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) FIFTY THOUSAND UNITED STATES DOLLARS (USD $50,000) OR (B) THE TOTAL AMOUNT PAID OR PAYABLE BY THE PARTNER TO THE COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7; (D) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

11

Indemnification

11.1 Indemnification by Partner

The Partner agrees to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Partner's breach of this Agreement; (b) the Partner's Deliverables or content; (c) the Partner's violation of applicable law, including but not limited to FTC disclosure requirements; (d) the Partner's infringement of any third-party intellectual property rights; or (e) any dispute between the Partner and a Brand Partner.

11.2 Indemnification by Company

The Company agrees to indemnify, defend, and hold harmless the Partner from and against any claim that the Platform or Company IP infringes a third party's United States intellectual property rights, provided that the Partner promptly notifies the Company of the claim and cooperates in the defense. If such a claim is made or appears likely, the Company may, at its option and expense: (a) procure the right for the Partner to continue using the Platform; (b) modify the Platform to make it non-infringing; or (c) terminate this Agreement and refund any prepaid fees for unused Services.

11.3 Procedure

The indemnifying Party's obligations are conditioned upon: (a) the indemnified Party providing prompt written notice of the claim; (b) the indemnifying Party having sole control of the defense and settlement; and (c) the indemnified Party providing reasonable cooperation and assistance. The indemnified Party may participate in the defense with its own counsel at its own expense.

12

Insurance

12.1 Company Insurance

During the Term, the Company shall maintain commercial general liability insurance with limits of not less than one million United States dollars (USD $1,000,000) per occurrence and two million United States dollars (USD $2,000,000) in the aggregate. Upon request, the Company shall provide the Partner with a certificate of insurance evidencing such coverage.

12.2 Partner Insurance

The Partner shall maintain, at its own expense, any insurance required by applicable law or as may be reasonably required by a Brand Partner in connection with a specific Program.

13

Data Protection and Privacy

13.1 Compliance

Each Party shall comply with all applicable data protection and privacy laws in connection with its performance under this Agreement, including but not limited to the GDPR, CCPA/CPRA, and other applicable regulations.

13.2 Data Processing

To the extent the Company processes personal data on behalf of the Partner, the Company shall process such data only in accordance with the Partner's documented instructions and as necessary to perform the Services. The Company's Privacy Policy, available at orno.io/legal/privacy-policy, describes the Company's data practices in detail.

13.3 Data Security

The Company implements appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, and destruction, including encryption in transit using TLS 1.2 or higher, access controls, and regular security assessments.

13.4 Data Breach Notification

The Company shall notify the Partner without undue delay upon becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data processed under this Agreement.

14

Termination

14.1 Termination for Convenience

Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. Termination for convenience does not relieve the Partner of payment obligations for Services rendered prior to the termination effective date.

14.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) the other Party becomes insolvent, files for bankruptcy, or is the subject of a receivership or similar proceeding; or (c) the other Party takes any action that could materially damage the terminating Party's reputation or business.

14.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) the Partner shall pay all amounts due for Services rendered through the termination date; (b) each Party shall return or destroy the other Party's Confidential Information; (c) any outstanding SOWs or Campaign Briefs that are still in progress shall be completed or terminated in accordance with their terms; and (d) the provisions of this Agreement that by their nature should survive termination shall so survive, including Sections 3, 7, 8, 10, 11, 13, 16, 17, and 18.

15

Independent Contractor

The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf. The Partner is solely responsible for all taxes, benefits, and insurance applicable to its performance under this Agreement.

16

Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

16.2 Informal Resolution

Before initiating any legal proceeding, the Parties agree to attempt to resolve disputes informally through good-faith negotiations. If a dispute cannot be resolved within thirty (30) days of written notice, either Party may pursue formal resolution.

16.3 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Orange County, Florida. Judgment on the arbitration award may be entered in any court having jurisdiction.

16.4 Class Action Waiver

ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS, AND NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION IN ANY ARBITRATION OR COURT PROCEEDING.

16.5 Equitable Relief

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property rights without waiving its right to arbitrate.

17

Notices

All notices, requests, and other communications under this Agreement shall be in writing and delivered to the addresses below:

To the Company:

Orno LLC

Legal Department

555 Winderley Place

Maitland, FL 32751

United States of America

Email: legal@orno.io

To the Partner:

To the Partner's email address on file in the Company's records, or to such other address as the Partner may designate in writing.

Notices sent by email shall be deemed received on the date of transmission (with confirmation of receipt). Notices sent by mail shall be deemed received five (5) business days after deposit in the United States mail, postage prepaid, registered or certified, return receipt requested.

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General Provisions

18.1 Entire Agreement This Agreement, together with all SOWs, Campaign Briefs, Order Forms, and exhibits referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

18.2 Amendment and Waiver No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

18.3 Severability If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

18.4 Assignment Neither Party may assign this Agreement without the prior written consent of the other Party, except that the Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

18.5 Force Majeure Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, civil unrest, governmental orders, strikes, supply chain disruptions, and failures of third-party providers.

18.6 No Third-Party Beneficiaries This Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein shall confer any rights on any third party, except as expressly provided in Section 11.

18.7 Counterparts This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one agreement.

18.8 Electronic Signatures The Parties agree that electronic signatures, including those provided through the Platform or by email, shall have the same legal effect as original handwritten signatures.

19

Execution

The Parties have executed this Master Services Agreement as of the Effective Date. By accepting a Campaign Brief, Statement of Work, Order Form, or accessing or using the Platform or Services, the Partner agrees to be bound by the terms of this Agreement.

Orno LLC

Signature:

Name:

Title:

Date:

Partner

Entity Name (if applicable):

Signature:

Name:

Title:

Date:

Acceptance by Use

By accepting a Campaign Brief, Statement of Work, Order Form, or accessing or using the Platform or Services, the Partner acknowledges and agrees to be bound by all terms and conditions of this Master Services Agreement.