Version 1.2 | Effective Date: October 1, 2026

This Master Content Licensing Agreement (“Agreement”) governs the licensing and use of training programs and related materials offered by New Home Essence, Inc. DBA TotallyToni.com, hereafter referred to as “TotallyToni.”

Toni Blake owns the intellectual property licensed under this Agreement. TotallyToni is authorized to license, distribute, and administer that intellectual property.

The purchasing organization (“Licensee”) is identified in its License Schedule. This Agreement, the applicable License Schedule, and the Service Agreement/Invoice together establish the terms of the license.

1. AGREEMENT AND DEFINITIONS

TotallyToni develops and licenses training programs, including products offered under the License the Legend brand. This Agreement establishes the general terms of those licenses. Each Licensee’s specific rights and limitations are identified in its License Schedule, which is incorporated into this Agreement.

Licensed Materials: Videos, presentations, slides, workbooks, facilitator guides, exercises, graphics, templates, written materials, downloads, and other training resources provided under the license.

Licensed Product: The specific training program or package identified in the License Schedule.

Licensed Scope: The properties, regions, divisions, subsidiaries, business units, enterprise, or other organizational boundaries identified in the License Schedule.

Authorized User: An individual designated by the Licensee and approved to access the online Platform through an individual account.

Authorized Account: An individual login assigned to an Authorized User.

Platform: TotallyToni’s website, video delivery systems, membership systems, and associated online technologies, regardless of the technology providers used.

Platform Access Term: The period during which Authorized Users may access online Licensed Materials, as stated in the License Schedule.

Authorized Adaptation: A modification, customization, translation, reformatting, or incorporation of Licensed Materials for permitted internal use within the Licensed Scope.

License Schedule: The customer-specific document defining the Licensed Product, Licensed Scope, access permissions, usage rights, fees, and any special conditions.

OUR GUIDING PRINCIPLE

Use Toni’s intellectual property internally as broadly as your License Schedule permits. Don’t pretend you created it, don’t remove Toni’s attribution, don’t distribute it outside your licensed scope, and don’t commercialize it.

The following provisions establish the legal rights and responsibilities underlying this principle.

2. OWNERSHIP AND COPYRIGHT

Toni Blake retains ownership of the Licensed Materials and the intellectual property contained in them. TotallyToni is authorized to license and administer that intellectual property.

Purchasing a license grants permission to use the Licensed Materials as specified in this Agreement and the License Schedule. It does not transfer ownership. All rights not expressly granted remain reserved.

Licensed Materials may display the following copyright and licensing notice:

© 2026 Toni Blake. Licensed by New Home Essence, Inc. DBA TotallyToni.com. Licensed Material — use and distribution are limited by the applicable License Schedule. Removal or alteration of this notice is prohibited.

The Licensee may not remove, conceal, obscure, or alter copyright, licensing, or ownership notices appearing on Licensed Materials. If a notice is inadvertently omitted from any material, that omission does not affect ownership or expand the Licensee’s rights. Modifications made by the Licensee do not transfer ownership of Toni Blake’s underlying intellectual property.

3. LICENSE GRANT AND SCOPE

Subject to payment and compliance with this Agreement, TotallyToni grants the Licensee a limited, nonexclusive, nontransferable license to use the Licensed Product within the Licensed Scope identified in its License Schedule.

Internal Training Rights: Permission to train employees and internal personnel within the Licensed Scope.

Facilitation Rights: Permission for authorized personnel to present and facilitate the training.

Perpetual Materials Rights: Where granted, permission to continue using lawfully obtained downloadable Licensed Materials and Authorized Adaptations indefinitely, subject to this Agreement.

Platform Access Rights: Permission to access hosted videos, downloadable resources, updates, and other online materials during the Platform Access Term.

Special Permissions: Additional rights expressly identified in the License Schedule, including LMS distribution, video downloads, or other negotiated uses.

Organizational affiliation alone does not confer licensing rights. Parent companies, subsidiaries, sister properties, affiliates, or other related entities are not automatically licensed unless included within the Licensed Scope.

New employees within the Licensed Scope may receive training without additional licensing unless the License Schedule expressly provides otherwise. Enterprise licenses may include future acquisitions, properties, subsidiaries, and employees when expressly authorized by the License Schedule.

The License Schedule may identify an Estimated Audience for planning and pricing purposes. Unless expressly designated as a maximum, this estimate does not impose a per-participant limit or independently expand the Licensed Scope.

4. PERMITTED USE AND ADAPTATIONS

Within the Licensed Scope, the Licensee may use Licensed Materials broadly for legitimate internal training purposes. Permitted activities include:

• Repeatedly presenting training to existing and future employees; conducting live, virtual, and recorded internal training; and printing participant materials.

• Customizing presentations, workbooks, and facilitator resources; adding company branding, examples, terminology, and policies; and translating or reformatting materials.

• Incorporating individual slides, concepts, or portions of Licensed Materials into internal training programs.

• Recording the Licensee’s own facilitators, subject to hosted-video restrictions.

• Storing and distributing permitted materials through systems restricted to the Licensed Scope.

Authorized Adaptations may be used perpetually when Perpetual Materials Rights are included in the License Schedule. The Licensee may own its independently created contributions to an Authorized Adaptation, but acquires no ownership of Toni Blake’s underlying intellectual property.

All adaptations remain subject to the original license restrictions, including attribution, organizational scope, and prohibitions against external commercialization.

5. PROHIBITED USES

Unless expressly authorized in the License Schedule, the Licensee may not:

• Distribute Licensed Materials outside the Licensed Scope; sell, resell, sublicense, or commercially distribute them; or provide them to unrelated organizations or outside customers.

• Publish Licensed Materials publicly or make them available through unrestricted websites or repositories.

• Share Authorized Account credentials, circumvent technical access controls, or download, capture, copy, or independently host protected videos without permission.

• Remove or alter copyright, licensing, or attribution notices; claim authorship or ownership of Toni Blake’s intellectual property; or falsely imply endorsement by Toni Blake or TotallyToni.

• Create a competing commercial training product or service substantially derived from Licensed Materials.

ARTIFICIAL INTELLIGENCE

Licensed Materials may not be used to train or fine-tune artificial intelligence models, develop AI products, or create AI knowledge bases or datasets for use outside the Licensed Scope without written authorization.

Ordinary use of AI-assisted productivity tools to create otherwise permitted internal adaptations is allowed, provided that such use does not train or fine-tune a model on Licensed Materials, make the materials available outside the Licensed Scope, remove required attribution, or violate other provisions of this Agreement. The Licensee is responsible for ensuring that its use of AI tools complies with these restrictions.

6. PLATFORM ACCESS AND TECHNOLOGY

Platform access is provided according to the License Schedule. Each Authorized Account is assigned to an individual Authorized User. Login credentials may not be shared.

The License Schedule specifies the number of Authorized Accounts and registered devices permitted per account. An Authorized User may use an approved registered device at multiple locations within the Licensed Scope.

When an Authorized User leaves the organization or no longer requires access, the Licensee may request that TotallyToni deactivate the account and authorize a replacement user.

TotallyToni may employ reasonable security measures, including authentication, device restrictions, download controls, and usage analytics.

HOSTED VIDEOS

Unless expressly authorized, hosted videos must be viewed through the Platform and may not be downloaded, recorded, copied, or independently hosted. A recording of an internal facilitator’s presentation may be retained and used within the Licensed Scope, but may not incorporate independently captured copies of protected hosted videos without permission.

LMS AND SHARED SYSTEMS

Licensed Materials may be stored on local or internal systems accessible only within the Licensed Scope, subject to applicable content restrictions. Distribution through a corporate-wide LMS, broadly accessible intranet, or shared repository extending beyond the Licensed Scope requires written authorization through the License Schedule. Use of any technology system does not expand the Licensed Scope.

TotallyToni may change its technology providers or delivery methods, provided that the substantive access rights granted under the License Schedule are preserved.

7. LICENSE TERM AND RENEWAL

The Platform Access Term is specified in the License Schedule and ordinarily lasts one year. During this period, Authorized Users receive access to the online resources included with their Licensed Product, including applicable hosted videos, downloads, and updates.

Platform access does not renew automatically. The Licensee may renew access for an additional period at the agreed renewal price. Renewal ordinarily continues the existing Licensed Scope. Material changes in organizational structure or intended use may require a revised License Schedule and negotiated pricing.

Expiration of Platform access does not terminate Perpetual Materials Rights previously granted. The Licensee may continue authorized internal use of lawfully obtained materials and adaptations indefinitely, subject to the continuing restrictions of this Agreement.

Platform-only resources, including hosted videos that have not been separately licensed for download, are not included in perpetual offline-use rights.

8. FEES AND REFUNDS

License fees, renewal fees, and other applicable charges are stated in the License Schedule or associated Service Agreement/Invoice. Payment is required before paid Platform access is activated unless TotallyToni agrees otherwise in writing.

Fees are nonrefundable once paid and access has been provisioned, except where New Home Essence, Inc. agrees otherwise in writing or where required by applicable law.

TotallyToni may voluntarily issue a refund, credit, or accommodation without creating an obligation to do so in other circumstances.

9. GOOD-FAITH COMPLIANCE AND LICENSE EXPANSION

TotallyToni’s licensing model is designed to provide broad, practical internal use while protecting Toni Blake’s intellectual property. The parties recognize that training materials cannot be technologically controlled in every circumstance. TotallyToni therefore relies upon the Licensee’s integrity and good-faith compliance with its Licensed Scope.

If organizational use expands beyond the Licensed Scope, the Licensee agrees to contact TotallyToni to discuss appropriate licensing adjustments. TotallyToni may offer expanded rights through an amended License Schedule.

The parties recognize that reasonable business growth and ordinary administrative mistakes may be resolved through discussion, correction, or license expansion. This approach does not authorize unlicensed use or limit TotallyToni’s legal rights.

10. BREACH, SUSPENSION, AND TERMINATION

A material breach includes substantial or repeated violations of this Agreement, particularly intentional resale, sublicensing, unauthorized commercial distribution, public dissemination, creation of competing commercial products using Licensed Materials, misrepresentation of intellectual-property ownership, or circumvention of technical protections to facilitate unauthorized distribution.

TotallyToni may suspend Platform access or Authorized Accounts when reasonably necessary to investigate or address suspected misuse. For a material breach that can reasonably be corrected, TotallyToni may provide written notice and an opportunity to cure.

For serious intentional infringement, unauthorized commercial exploitation, or other material breaches that cannot reasonably be cured, TotallyToni may immediately terminate all Platform access and Authorized Accounts and revoke continuing and perpetual-use rights.

Upon termination of those rights, the Licensee must cease using the Licensed Materials and take reasonable steps to delete or destroy copies under its control, except where retention is required by law. Any legally retained copies remain subject to the restrictions of this Agreement and may not be used for training.

Termination does not eliminate remedies available to Toni Blake or TotallyToni under applicable contract or intellectual-property law.

11. NO WAIVER

TotallyToni’s failure to discover, object to, or enforce a violation does not waive its right to enforce the same or another provision later. Choosing not to pursue an isolated instance of unauthorized sharing, organizational change, or use outside the Licensed Scope does not amend the license or grant additional rights.

Any waiver must be expressly provided in writing by TotallyToni and applies only to the specific matter addressed.

12. NO ENDORSEMENT

The Licensee may truthfully identify Toni Blake as the creator or presenter of the Licensed Product. However, use of Toni Blake’s name, image, likeness, voice, video, branding, or materials does not constitute endorsement, approval, certification, sponsorship, or recommendation of the Licensee, its trainers, policies, services, modifications, or training practices.

The Licensee may not represent otherwise without prior written authorization.

13. COMPLIANCE WITH LAWS

The Licensee is responsible for complying with applicable federal, state, and local laws in its use, modification, and presentation of Licensed Materials. The Licensee is responsible for ensuring that its adaptations and implementation comply with legal requirements applicable to its organization.

Licensed Materials are educational resources and do not constitute legal, tax, accounting, or other regulated professional advice.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

TotallyToni provides training and educational materials but does not guarantee particular business or organizational results. Neither Toni Blake nor TotallyToni guarantees financial gain, employee performance, occupancy, retention, sales, profitability, productivity, or other outcomes.

Except for express commitments contained in this Agreement, Licensed Materials and Platform services are provided without additional warranties, including implied warranties of merchantability or fitness for a particular purpose, to the extent permitted by law.

To the fullest extent permitted by law, Toni Blake and TotallyToni are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from the Licensee’s use of Licensed Materials.

To the fullest extent permitted by applicable law, the combined aggregate liability of Toni Blake and TotallyToni arising from or relating to a particular License Schedule shall not exceed the total amount actually paid by the Licensee under that License Schedule.

These limitations do not restrict Toni Blake’s or TotallyToni’s rights to pursue remedies for the Licensee’s infringement, unauthorized commercialization, or other violations of their intellectual-property rights. Nothing excludes or limits liability that cannot lawfully be excluded or limited.

15. INDEMNIFICATION

The Licensee is responsible for its modifications, additions, interpretations, company policies, and implementation of Licensed Materials.

To the extent permitted by law, the Licensee agrees to defend, indemnify, and hold harmless Toni Blake and New Home Essence, Inc. DBA TotallyToni.com from third-party claims, damages, liabilities, and reasonable expenses, including legal fees, arising from unauthorized use or distribution of Licensed Materials, the Licensee’s modifications or additions, the Licensee’s violation of applicable law, or the Licensee’s material breach of this Agreement.

This obligation applies only to the extent the claim arises from the Licensee’s conduct and does not require indemnification for claims caused solely by Toni Blake’s or TotallyToni’s own unlawful conduct.

16. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles. Subject to applicable law, legal proceedings arising from this Agreement shall be brought in an appropriate Colorado state court or the United States District Court for the District of Colorado. The parties consent to the jurisdiction of those courts.

Nothing prevents the parties from attempting to resolve disagreements through direct communication before pursuing legal action.

17. GENERAL CONTRACT TERMS

ASSIGNMENT AND TRANSFER

The Licensee may not assign, sell, sublicense, or transfer its license without TotallyToni’s written consent. Changes in property ownership, management, employment, or corporate affiliation do not automatically transfer licensing rights. Enterprise licenses may expressly include future acquisitions and organizational changes. TotallyToni may approve reasonable substitutions or transfers through a revised License Schedule or written amendment.

AGREEMENT VERSIONS AND AMENDMENTS

Each Master Content Licensing Agreement will display a version number and effective date. The version identified in the Licensee’s accepted Service Agreement/Invoice governs that transaction unless the parties subsequently agree otherwise. Publishing an updated agreement online does not automatically modify an existing license. Renewals or amended License Schedules may incorporate a newer version of this Agreement when accepted by the parties.

ENTIRE AGREEMENT AND PRIORITY

This Agreement, the applicable License Schedule, and the incorporated Service Agreement/Invoice constitute the complete licensing agreement between the parties. A specifically negotiated provision in the License Schedule controls over a conflicting general provision of this Agreement to the extent of that specific permission. Any other modification must be agreed upon in writing by authorized representatives of both parties.

NOTICES

Routine account and licensing communications may be conducted electronically. Formal notices concerning breach, termination, or other contractual matters must be sent in writing to the business contact information designated by the receiving party. Each party is responsible for maintaining current contact information.

ELECTRONIC ACCEPTANCE

This Agreement may be incorporated by reference into a Service Agreement/Invoice or electronic acceptance document. The Licensee must be given access to the applicable version before acceptance. An authorized representative’s electronic signature or other affirmative acceptance constitutes agreement to the incorporated terms, to the extent permitted by applicable law.

SEVERABILITY

If any provision is held invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law.

CONTINUING OBLIGATIONS

Expiration or termination does not eliminate obligations that, by their nature or express terms, are intended to continue, including applicable ownership, attribution, confidentiality of account credentials, restrictions on unauthorized distribution and commercialization, accrued payment obligations, liability provisions, and dispute-related provisions.