PARTIES

Licensor:
Piero Corradetti Consulting
Operating as Unrelenting Resilience
Ontario, Canada
unrelenting-resilience.ca

Licensee (Facilitator):
Full Legal Name: ________________________________
Business Name (if applicable): ________________________________
Address: ________________________________
Email: ________________________________
Phone: ________________________________
Jurisdiction of Operation: ________________________________

RECITALS

A. Piero Corradetti Consulting is the owner and operator of the Unrelenting Resilience platform, a gamified mental fitness training program structured around the 8 Pillar framework, and is the owner of all associated intellectual property and proprietary materials.

B. The Facilitator wishes to obtain a license to deliver the Unrelenting Resilience program to a defined group of participants (Operatives) using the Platform's tools, content, and infrastructure.

C. Piero Corradetti Consulting is willing to grant such a license on the terms and conditions set out in this Agreement.

The parties therefore agree as follows:

1. Definitions

In this Agreement, the following terms have the meanings set out below. Where a term is not defined here, the definition in the Affiliate Facilitator Terms of Service applies.

• "Agreement" means this Facilitator License Agreement, including all Schedules, and the Affiliate Facilitator Terms of Service incorporated by reference.
• "Commencement Date" means the date on which this Agreement is executed by both parties, as indicated in the signature block.
• "Cohort" means the group of Operatives assigned to the Facilitator's account, not to exceed the Maximum Cohort Size specified in Schedule A.
• "Facilitation Period" means the initial term of this Agreement as specified in Schedule A, and any renewal periods.
• "Facilitator Portal" means the dedicated facilitator-facing interface provided through the Platform.
• "License Fee" means the fee payable by the Facilitator as set out in Schedule A.
• "Maximum Cohort Size" means the maximum number of active Operatives permitted under the Facilitator's license tier, as specified in Schedule A.
• "Platform" means the Unrelenting Resilience web application, mobile application, and progressive web application and all associated services.
• "Proprietary Materials" means the 8 Pillar framework, program curriculum, Mission Board structure, course content, facilitator tools, The Eye AI feature, Comm-Link system, and all associated intellectual property owned by Piero Corradetti Consulting.
• "Schedule A" means the License Terms Schedule attached to this Agreement setting out the specific commercial terms applicable to this Facilitator.
• "Schedule B" means the Approved Use and Branding Guidelines attached to this Agreement.

2. Grant of License

2.1 License Granted

Subject to the terms and conditions of this Agreement, Piero Corradetti Consulting grants to the Facilitator a:

• Limited — the license covers only the activities expressly described in this Agreement
• Non-exclusive — Piero Corradetti Consulting may grant licenses to other Facilitators without restriction
• Non-transferable — the license may not be assigned or transferred without prior written consent
• Revocable — the license may be suspended or terminated in accordance with this Agreement

license to access and use the Facilitator Portal and Proprietary Materials solely for the purpose of delivering the Unrelenting Resilience program to the Facilitator's approved Cohort during the Facilitation Period.

2.2 Scope of Authorized Use

The license granted under Section 2.1 permits the Facilitator to:

• Access and use the Facilitator Portal to manage, monitor, and communicate with their Cohort.
• Post daily workouts, program activities, and facilitator-generated prompts within the Platform environment.
• Use the Proprietary Materials as provided through the Platform to deliver the 8 Pillar program to Operatives.
• Access engagement analytics, progress data, and reflection logs for the purpose of program facilitation.
• Use the Unrelenting Resilience name and approved branding solely as described in Schedule B and the Affiliate Facilitator Terms of Service.

2.3 No Implied Rights

No rights are granted to the Facilitator other than those expressly set out in this Agreement. All rights not expressly granted are reserved by Piero Corradetti Consulting.

3. License Conditions

The license granted under Section 2 is conditional at all times on the Facilitator's compliance with the following:

3.1 Training, Not Therapy

The Facilitator must at all times comply with the obligations set out in Section 6 of the Affiliate Facilitator Terms of Service. The Facilitator must not represent, market, or deliver the Unrelenting Resilience program as a clinical, therapeutic, or medical service. This condition is fundamental to the license and non-negotiable. Breach of this condition constitutes grounds for immediate termination of this Agreement without notice or compensation.

3.2 Cohort Size

The Facilitator must not permit more than the Maximum Cohort Size specified in Schedule A to be active under their account at any one time. If the Facilitator wishes to exceed the Maximum Cohort Size, they must request a license upgrade in writing and receive written approval before adding additional Operatives.

3.3 Operative Onboarding

Before any Operative participates in the program under the Facilitator's account, the Facilitator must ensure that the Operative has:

• Read and accepted the Individual Operative Terms of Service.
• Read and accepted the Mental Health and Wellness Disclaimer.
• Been informed in plain language that the program is a mental fitness training tool and not a therapy or clinical service.

3.4 Compliance with Platform Policies

The Facilitator must comply at all times with:

• These Terms of Service — Affiliate Facilitators
• The Privacy Policy
• The Cookie Policy
• The Mental Health and Wellness Disclaimer
• Any usage policies, guidelines, or technical requirements issued by Piero Corradetti Consulting from time to time with reasonable notice

3.5 Geographic Jurisdiction

The Facilitator is responsible for ensuring that their delivery of the program complies with all applicable laws and regulations in the jurisdiction(s) in which they operate, including any laws governing wellness services, coaching, fitness instruction, or the handling of personal data.

4. License Fees and Payment Terms

4.1 License Fee

The Facilitator agrees to pay the License Fee as specified in Schedule A. The License Fee is payable in advance on the schedule set out in Schedule A.

4.2 Payment Method

Payment must be made by the method specified in Schedule A. The Facilitator authorizes Piero Corradetti Consulting to charge the designated payment method for all License Fees and any applicable taxes as they fall due.

4.3 Taxes

All License Fees are exclusive of applicable taxes. The Facilitator is responsible for all applicable taxes, duties, and levies arising from this Agreement in their jurisdiction, including HST/GST where applicable.

4.4 Late Payment

If any License Fee is not received by the due date:

• Piero Corradetti Consulting may suspend the Facilitator's access to the Facilitator Portal without notice.
• Interest may accrue on overdue amounts at a rate of 1.5% per month (18% per annum) from the due date until payment is received.
• Suspension does not relieve the Facilitator of the obligation to pay outstanding fees.

4.5 Non-Refundability

License Fees are non-refundable except:

• Where Piero Corradetti Consulting terminates this Agreement without cause.
• Where required by applicable consumer protection legislation that cannot be excluded by agreement.

4.6 Fee Changes

Piero Corradetti Consulting may change the License Fee upon not less than sixty (60) days' written notice before the commencement of a new Facilitation Period. Continued use of the Facilitator Portal following the effective date of a fee change constitutes acceptance of the new fees.

5. Intellectual Property

5.1 Ownership

All Proprietary Materials and all intellectual property associated with the Unrelenting Resilience platform remain the exclusive property of Piero Corradetti Consulting. This Agreement does not transfer any ownership interest in any Proprietary Materials to the Facilitator.

5.2 No Reverse Engineering or Derivation

The Facilitator must not:

• Copy, reproduce, or extract any Proprietary Materials outside of the Platform environment.
• Modify, adapt, translate, or create derivative works based on any Proprietary Materials.
• Attempt to reverse engineer any aspect of the Platform or its underlying technology.
• Use the Proprietary Materials to develop or assist in developing any competing product or service.

5.3 Branding and Use of Name

The Facilitator's use of the Unrelenting Resilience name, logo, and associated trademarks is governed by Schedule B. The Facilitator must not use any Proprietary identifier in a manner that implies ownership, partnership, or endorsement beyond the scope of their licensed Facilitator role.

5.4 Facilitator's Own Materials

The Facilitator retains ownership of any original content they independently create in connection with their facilitation practice, provided that such content does not incorporate, reproduce, or derive from any Proprietary Materials without prior written consent from Piero Corradetti Consulting.

6. Data Protection and Privacy

6.1 Data Roles

For the purposes of applicable privacy law:

• Piero Corradetti Consulting is the data controller with respect to personal data collected through the Platform.
• The Facilitator is a data processor with respect to Operative personal data accessed through the Facilitator Portal.

6.2 Facilitator Obligations as Data Processor

The Facilitator agrees to:

• Process Operative personal data only for the purposes of delivering the program as authorized under this Agreement.
• Not transfer, copy, or store Operative personal data outside of the Platform environment without our prior written consent.
• Implement and maintain appropriate technical and organizational measures to protect Operative personal data against unauthorized access, disclosure, or loss.
• Notify Piero Corradetti Consulting immediately — and in any event within 48 hours — upon becoming aware of any actual or suspected breach of Operative personal data.
• Cooperate fully with Piero Corradetti Consulting in responding to any data subject request or regulatory inquiry relating to Operative personal data.
• Upon termination of this Agreement, return or certify the deletion of all Operative personal data in the Facilitator's possession outside of the Platform.

6.3 Compliance

The Facilitator acknowledges that the Platform is designed to comply with PIPEDA, GDPR, and CCPA, and agrees to support Piero Corradetti Consulting's compliance obligations in the performance of this Agreement.

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means any non-public information relating to Piero Corradetti Consulting's business, platform architecture, Proprietary Materials, pricing, business strategy, Operative data, or other information designated as confidential or that a reasonable person would understand to be confidential given the context of disclosure.

7.2 Obligations

The Facilitator agrees to:

• Hold all Confidential Information in strict confidence.
• Not disclose Confidential Information to any third party without prior written consent from Piero Corradetti Consulting.
• Use Confidential Information only for the purpose of performing obligations under this Agreement.
• Apply at least the same degree of care to protecting Confidential Information as it applies to its own confidential information, and in any event no less than reasonable care.

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the Facilitator.
• Was known to the Facilitator before disclosure under this Agreement.
• Is independently developed by the Facilitator without use of Confidential Information.
• Is required to be disclosed by applicable law or valid court order, provided the Facilitator gives prompt written notice to Piero Corradetti Consulting before disclosure where permitted by law.

7.4 Survival

Confidentiality obligations under this Section survive termination of this Agreement for a period of three (3) years.

8. Representations and Warranties

8.1 Facilitator Representations

The Facilitator represents and warrants that:

• They have the full legal right, power, and authority to enter into and perform this Agreement.
• The execution and performance of this Agreement does not conflict with any other agreement to which the Facilitator is a party.
• They will deliver the program in a professional manner consistent with these terms and all applicable laws.
• They will maintain any professional licences, certifications, or insurance required by law in their jurisdiction in connection with their facilitation activities.
• All information provided in their Facilitator application was and remains accurate and complete.
• They will promptly notify Piero Corradetti Consulting of any material change to their circumstances that may affect their ability to perform this Agreement, including any complaint, legal claim, or regulatory inquiry related to their facilitation activities.

8.2 Piero Corradetti Consulting Representations

Piero Corradetti Consulting represents and warrants that:

• It has the full legal right, power, and authority to grant the license set out in this Agreement.
• The Proprietary Materials, to the best of its knowledge, do not infringe the intellectual property rights of any third party.
• It will make reasonable efforts to maintain the availability and functionality of the Platform and Facilitator Portal during the Facilitation Period.

9. Indemnification

9.1 Indemnification by Facilitator

The Facilitator agrees to defend, indemnify, and hold harmless Piero Corradetti Consulting and its officers, directors, employees, contractors, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Facilitator's delivery of the program to Operatives.
• Any misrepresentation made by the Facilitator to Operatives or third parties about the nature of the program.
• The Facilitator's breach of this Agreement or the Affiliate Facilitator Terms of Service.
• The Facilitator's violation of any applicable law or the rights of any third party.
• Any claim by an Operative arising from the Facilitator's facilitation activities.

9.2 Indemnification by Piero Corradetti Consulting

Piero Corradetti Consulting agrees to defend, indemnify, and hold harmless the Facilitator from and against any third-party claims alleging that the Proprietary Materials, as provided to the Facilitator, infringe the intellectual property rights of a third party, provided that the Facilitator:

• Promptly notifies Piero Corradetti Consulting in writing of the claim.
• Cooperates fully in the defence of the claim.
• Has not modified or used the Proprietary Materials in a manner inconsistent with this Agreement.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIERO CORRADETTI CONSULTING BE LIABLE TO THE FACILITATOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE FACILITATOR'S USE OF THE PLATFORM.

Piero Corradetti Consulting's total aggregate liability to the Facilitator under this Agreement shall not exceed the total License Fees paid by the Facilitator in the twelve (12) months preceding the event giving rise to the claim.

11. Term and Termination

11.1 Initial Term

This Agreement commences on the Commencement Date and continues for the Initial Term specified in Schedule A, unless earlier terminated in accordance with this Section.

11.2 Renewal

This Agreement will automatically renew for successive periods equal to the Initial Term unless either party provides written notice of non-renewal not less than thirty (30) days before the end of the then-current term.

11.3 Termination for Cause by Piero Corradetti Consulting

Piero Corradetti Consulting may terminate this Agreement immediately and without notice if:

• The Facilitator breaches Section 3.1 (Training, Not Therapy) in any respect.
• The Facilitator commits any material breach of this Agreement that is incapable of remedy.
• The Facilitator commits a breach capable of remedy and fails to remedy it within fourteen (14) days of written notice.
• The Facilitator becomes insolvent, bankrupt, or makes any arrangement with creditors.
• The Facilitator is found to have provided materially false information in their application.
• The Facilitator's continued operation poses a reputational, legal, or regulatory risk to Piero Corradetti Consulting.

11.4 Termination for Convenience by Either Party

Either party may terminate this Agreement for convenience by providing not less than thirty (30) days' written notice to the other party. Where Piero Corradetti Consulting terminates for convenience, it will provide a pro-rated refund of prepaid License Fees for the unused portion of the then-current term.

11.5 Effect of Termination

Upon termination of this Agreement for any reason:

• The Facilitator's license to access the Facilitator Portal and use the Proprietary Materials is immediately revoked.
• The Facilitator must immediately cease all use of the Unrelenting Resilience name, branding, and Proprietary Materials in connection with their facilitation activities.
• The Facilitator must notify their Operatives of the termination within five (5) business days and assist in transitioning their Cohort as directed by Piero Corradetti Consulting.
• All outstanding License Fees become immediately due and payable.
• The Facilitator must return or certify the destruction of all Confidential Information and Operative personal data in their possession outside of the Platform.
• Sections 5 (Intellectual Property), 7 (Confidentiality), 8 (Representations and Warranties), 9 (Indemnification), 10 (Limitation of Liability), and 13 (Governing Law) survive termination.

12. General Provisions

• Entire Agreement: This Agreement, including all Schedules and the incorporated Affiliate Facilitator Terms of Service, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, and agreements.
• Amendment: This Agreement may only be amended by a written instrument signed by both parties, except that Piero Corradetti Consulting may amend the incorporated Terms of Service and policies on the terms described in those documents.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.
• Notices: Notices under this Agreement must be in writing and delivered by email to the addresses set out in this Agreement. Notices are effective on the date of transmission where no bounce-back or error is received.
• Counterparts: This Agreement may be executed in counterparts, including by electronic signature, each of which constitutes an original and all of which together constitute one agreement.
• Language: This Agreement is written in English. The English version prevails in the event of any inconsistency with a translated version.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising under this Agreement informally within thirty (30) days of written notice of the dispute. If the dispute cannot be resolved informally, either party may pursue available legal remedies.

13.3 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction located in the Province of Ontario, Canada.

14. Contact Information

Piero Corradetti Consulting
Operating as Unrelenting Resilience
Website: unrelenting-resilience.ca
Jurisdiction: Ontario, Canada

Execution

By signing below (or by executing this Agreement electronically), the parties agree to be legally bound by the terms of this Agreement.

LICENSOR — Piero Corradetti Consulting
Signature: ________________________________
Name: Piero Corradetti
Title: Principal, Piero Corradetti Consulting
Date: ________________________________

LICENSEE — Affiliate Facilitator
Signature: ________________________________
Full Legal Name: ________________________________
Business Name (if applicable): ________________________________
Date: ________________________________

SCHEDULE A — License Terms

To be completed for each individual Facilitator at time of execution.

Term	Detail
Initial Term	________________________________
Commencement Date	________________________________
Renewal Period	Automatic — equal to Initial Term
Maximum Cohort Size	________________________________
License Tier	☐ Starter (up to 10 Operatives) ☐ Standard (up to 20 Operatives) ☐ Pro (up to 30 Operatives)
License Fee	$________________________________ CAD per ________________________________
Payment Schedule	☐ Monthly ☐ Quarterly ☐ Annual
Payment Method	________________________________
Non-Renewal Notice Period	30 days prior to end of current term
Special Conditions	________________________________

SCHEDULE B — Approved Use and Branding Guidelines

B.1 Permitted Uses of the Unrelenting Resilience Name and Brand

As a licensed Affiliate Facilitator, you are permitted to:

• Identify yourself as an "Unrelenting Resilience Affiliate Facilitator" in your professional biography, website, and marketing materials.
• State that you deliver "the Unrelenting Resilience program" to your participants.
• Use the Unrelenting Resilience name in conjunction with your own business name, provided it is clear that you are a licensed facilitator and not the owner or operator of the platform (e.g., "[Your Name], Affiliate Facilitator — Unrelenting Resilience").
• Use approved visual assets (logo, wordmark, badge) provided to you by Piero Corradetti Consulting through the Facilitator Portal.

B.2 Prohibited Uses

You must not:

• Use the Unrelenting Resilience name, logo, or wordmark as your primary business name or brand identity.
• Register any domain name, social media handle, or business entity that incorporates the Unrelenting Resilience name or any confusingly similar variation.
• Use the Unrelenting Resilience name in a way that implies you are the creator, owner, or licensor of the program.
• Modify, alter, or create derivative versions of the logo, wordmark, or any approved visual asset.
• Use the Unrelenting Resilience name in connection with any program, service, or content that is not the authorized Unrelenting Resilience program.
• Describe the program in marketing materials using language that implies clinical, therapeutic, or medical benefit beyond what is set out in Piero Corradetti Consulting's approved materials.

B.3 Required Disclosure

All promotional, marketing, or descriptive materials produced by the Facilitator in connection with the program must include the following statement in a clearly legible font:

"Delivered by [Facilitator Name], an Affiliate Facilitator licensed by Piero Corradetti Consulting. Unrelenting Resilience is a mental fitness training program, not a therapy or clinical service."

B.4 Approval of Materials

Piero Corradetti Consulting reserves the right to request copies of any promotional materials and to require changes to any materials that do not comply with these guidelines. The Facilitator agrees to make required changes within ten (10) business days of written notice.