JAKALOOKI ARTIST AGREEMENT

This Artist Agreement (the "Agreement") is entered into as of the date of the last signature below (the "Effective Date") by and between:

Upper Loft Enterprises, LLC, a California limited liability company with its principal place of business in West Hollywood, Los Angeles County, California ("ULE," "we," or "us"); and

the individual or entity identified in the signature block as the "Artist" ("you").

ULE and the Artist are each a "Party" and together the "Parties."

Recitals

ULE operates Jakalooki and the Jakalooki Multiplayer application and related services (the "App"), which includes a Card Art Store where players may purchase artist-created cosmetic card art. ULE wishes to license (or, where elected, acquire) artwork from the Artist for use in the App and related channels, and the Artist wishes to submit artwork on the terms below.

The Parties agree as follows.

1. Definitions

1.1 "Design" means any card-art work the Artist submits to ULE through the App for review, including a card back, a card face deck (a full set of card faces), or a matching set (a coordinated back and face deck), together with all associated image files and source assets.

1.2 "Channels" means: (a) display, sale, and use of the Design as cosmetic card art within the App; (b) physical printed card decks incorporating the Design; (c) merchandise (e.g., apparel, posters, prints) incorporating the Design; (d) other digital platforms, games, or applications; and (e) marketing, advertising, and promotional materials for the App, Jakalooki, or ULE.

1.3 "Licensing Tier" means the tier (Non-Exclusive Licence, Exclusive Licence, or Assignment) the Artist elects for a given Design at the time of submission through the App, as set out in Schedule A. The Artist may elect a different Tier for each Design ("per-Design election"). The Tier elected and recorded in the App governs that Design.

1.4 "Gross Sales" means the amounts actually received by ULE from buyers, licensees, or distributors that are attributable to a Design across the Channels (including the in-App purchase price and any wholesale or retail revenue for physical goods, merchandise, or other-platform licensing), less any refunds, returns, and chargebacks, and excluding any sales tax, value-added tax (VAT), goods-and-services tax (GST), or similar consumption taxes collected from buyers for remittance to a taxing authority. For clarity: (i) for sales made through a third-party app store, marketplace, or other distribution platform that acts as merchant of record or deducts a commission or fee before remitting proceeds (each, a “Platform” — for example, the Apple App Store and Google Play), Gross Sales for a Design means the amounts the Platform actually remits to ULE that are attributable to that Design, net of the Platform’s commissions and fees; and (ii) for sales made through ULE’s own channels (for example, the Jakalooki web store), Gross Sales means the price paid by the buyer, and ULE’s payment-processing fees are recovered as Direct Costs under Section 1.6(a). Platform commissions and fees described in clause (i) are reflected in the determination of Gross Sales and are not deducted again as Direct Costs.

1.5 "Admin Fee" means an administrative fee equal to ten percent (10%) of Gross Sales for a Design, retained by ULE to operate the Store, payments, accounting, and related services.

1.6 "Direct Costs" means third-party costs directly attributable to the sale or production of a Design, limited to:

(a) for digital in-App sales: payment-processing fees (e.g., Stripe fees); and

(b) for physical decks, merchandise, and other-Channel distribution: manufacturing, fulfilment, shipping and handling, and returns/chargebacks directly attributable to the units sold.

Ordinary hosting, storage, bandwidth, and general business overhead are not Direct Costs (they are covered by the Admin Fee). Platform commissions and fees within the meaning of Section 1.4(i) are not Direct Costs; they are accounted for in the determination of Gross Sales for Platform sales.

1.7 "Net Profit" for a Design means: Gross Sales − Admin Fee − Direct Costs.

1.8 "Artist Royalty" means the percentage of Net Profit payable to the Artist for a Design, determined by that Design's Licensing Tier under Schedule A.

2. Relationship of the Parties

2.1 Independent contractor. The Artist is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint-venture, or agency relationship. The Artist is not entitled to employee benefits and is solely responsible for the manner and means of creating Designs.

2.2 No exclusivity of relationship. Except for any exclusivity that attaches to a specific Design by its Licensing Tier (Section 4), nothing here prevents the Artist from creating art for, or contracting with, third parties.

3. Submissions and Review

3.1 Submission. The Artist may submit Designs through the App, electing a Licensing Tier and providing required metadata (title, price, kind, and, for sets, both the face sheet and matching back).

3.2 Review and approval. ULE will review each submission against the Submission Guidelines, Minimum Standards, and submission templates and technical specifications then in effect in the App (collectively, the "Standards"), which are incorporated by reference. ULE may approve, reject, or request changes, in its reasonable discretion. Only approved Designs are made available in the Store.

3.3 No obligation to publish or sell. ULE does not guarantee that any Design will be approved, published, sold, or produced, or any minimum level of sales or revenue.

3.4 Technical specifications; templates. Each Design must conform to the technical submission specifications published in the App, which ULE provides as downloadable templates: (a) a card-face sprite sheet laid out as 13 columns × 4 rows — ranks Ace→King left to right, suits Hearts, Diamonds, Clubs, Spades top to bottom — with every card at uniform dimensions and ~5:7 proportions, and the rank-and-suit index in the traditional top-left and inverted bottom-right corners; and (b) a card back at ~5:7. Designs must also satisfy the stated file-format, resolution, and file-size requirements. These templates and specifications form part of the Standards, and ULE may reject any submission that does not conform.

4. Licence / Assignment (Tiers)

For each Design, the Artist grants ULE the rights corresponding to that Design's elected Licensing Tier, as described in Schedule A, in each case worldwide and across all Channels:

4.1 Non-Exclusive Licence. The Artist retains ownership of the Design and grants ULE a non-exclusive, perpetual, worldwide, sublicensable right to use, reproduce, display, perform, sell, manufacture, and distribute the Design across the Channels in perpetuity. The Artist may license or use the same Design elsewhere.

4.2 Exclusive Licence. The Artist retains ownership of the Design and grants ULE an exclusive, worldwide, sublicensable right of the same scope as Section 4.1. During the term of the licence for that Design, the Artist will not license, sell, or use that Design (or a substantially similar work) with any third party.

4.3 Assignment. The Artist assigns and transfers to ULE all right, title, and interest in and to the Design, including all copyrights, throughout the world, in perpetuity. The Artist agrees to execute any further documents reasonably necessary to perfect the assignment. In consideration for the assignment, ULE will pay the Assignment-tier Artist Royalty under Schedule A for so long as ULE earns Gross Sales from the Design; this royalty obligation survives the assignment.

4.4 Reserved rights. Except for the rights expressly granted by the elected Tier, all rights are reserved by the owner (the Artist for Tiers 4.1–4.2; ULE for Tier 4.3).

5. Distribution Rights

5.1 Across all Tiers, the rights granted include the right for ULE (and its authorized manufacturers, fulfilment partners, and platform partners) to produce and distribute the Design in the Channels, including physical printed card decks, merchandise, other digital platforms/games, and marketing and promotional materials.

5.2 Quality. ULE will use commercially reasonable efforts to reproduce the Design faithfully and consistent with the App's display.

6. Content Standards; Warranties of Originality

6.1 Standards. The Artist will comply with the Standards, including that Designs be original or properly licensed; contain no infringing, defamatory, hateful, harassing, or sexually explicit content; and remain cosmetic only (Designs affect appearance only and never gameplay — no pay-to-win).

6.2 Artist warranties. For each Design, the Artist represents and warrants that: (a) the Artist is the sole creator and owner of the Design, or is fully authorized to grant the rights herein; (b) the Design is original and does not infringe or misappropriate any copyright, trademark, trade dress, right of publicity/privacy, or other right of any third party; (c) the Design contains no third-party content for which rights have not been cleared; (d) the Artist is at least 18 years old and has authority to enter this Agreement; and (e) the Design complies with the Standards.

6.3 AI disclosure. The Artist will accurately disclose whether a Design is AI-generated or AI-assisted, and warrants that any AI tools used were used in compliance with their terms and do not cause the Design to infringe third-party rights.

7. Indemnification

7.1 By the Artist. The Artist will defend, indemnify, and hold harmless ULE and its members, officers, employees, and partners from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any breach of the Artist's warranties in Section 6, (b) any allegation that a Design infringes or misappropriates third-party rights, or (c) the Artist's gross negligence or willful misconduct.

7.2 Procedure. The indemnified Party will provide prompt notice of, and reasonable cooperation in, any claim; the indemnifying Party controls the defense and settlement (provided no settlement imposes non-indemnified obligations on the other Party without consent).

8. Revenue, Costs, and Royalties

8.1 Royalty. For each Design, ULE will pay the Artist the Artist Royalty = the Tier percentage (Schedule A) of the Net Profit for that Design.

8.2 Net Profit. Net Profit is calculated per Section 1.7 (Gross Sales, less the 10% Admin Fee, less Direct Costs).

8.3 Statements. ULE will provide the Artist a monthly royalty statement itemizing, for each Design: Gross Sales, the Admin Fee, Direct Costs (by category), Net Profit, the applicable Tier and percentage, and the Artist Royalty due. Statements will identify sales by channel. For Platform sales, the statement will show the customer-facing list price, the Platform commission or fee withheld, and the resulting Gross Sales (the amount remitted to ULE), so that each channel can be reconciled line by line.

8.4 Payment. ULE will pay accrued, undisputed Artist Royalties monthly to the Artist's connected payout account (e.g., Stripe), once the Artist's total accrued balance equals or exceeds US$25. Balances below the threshold carry over to the next period. ULE may net against a balance any amounts owed by the Artist (e.g., refunds/chargebacks on the Artist's Designs).

8.5 Currency. All amounts are in U.S. dollars unless stated otherwise.

8.6 Records and audit. ULE will keep accurate records of Gross Sales and Direct Costs. No more than once per twelve (12) months, the Artist may, on reasonable notice and at the Artist's expense, have ULE's relevant records for the Artist's Designs reviewed by an independent accountant under reasonable confidentiality; if an underpayment greater than five percent (5%) is found for the reviewed period, ULE will bear the reasonable cost of that review and pay the shortfall.

8.7 Channel pricing. ULE may set, and change, the retail price of a Design independently for each channel or Platform (for example, to reflect Platform commissions, Platform pricing tiers, or currency requirements). The Artist Royalty for each sale is calculated on the basis of that sale’s channel as set out in Sections 1.4, 1.6, and 1.7.

9. Taxes

9.1 Tax documentation (condition to payment). Before and as a condition of any payment under this Agreement, the Artist must provide a properly completed and signed IRS Form W-9 (for a U.S. person) or the applicable IRS Form W-8 (Form W-8BEN for a foreign individual, or Form W-8BEN-E for a foreign entity), together with any taxpayer identification number and information ULE reasonably requests. The Artist represents that this documentation and information are accurate and will promptly provide updated or replacement forms upon expiration or upon any change that makes a prior form incorrect. ULE may withhold any payment until valid documentation is received.

9.2 Withholding. ULE may deduct and withhold from amounts payable to the Artist any taxes ULE determines it is required to withhold under applicable law, including U.S. withholding on U.S.-source income (currently up to 30% for payments to foreign persons, or 24% backup withholding where a valid taxpayer identification number is not provided). A reduced treaty rate will be applied only if the Artist has furnished a valid, properly completed treaty claim and required taxpayer identification number before payment. Amounts withheld and remitted to the relevant authority are treated as paid to the Artist for purposes of this Agreement.

9.3 Information reporting. For U.S. persons, ULE will issue Form 1099-NEC (for services of US$600 or more) or Form 1099-MISC (for royalties of US$10 or more) where required. For foreign persons, ULE will report and file IRS Forms 1042-S and 1042 as required, which may apply even where an income-tax treaty reduces the applicable rate to zero.

9.4 Characterization of payments. The Parties intend that amounts paid to the Artist as a share of revenue or profit from the sale of, or for the license or use of the Artist’s artwork on, the App constitute royalties or revenue-share for the use of the Artist’s intellectual property, and each Party will report such amounts consistently with this characterization unless otherwise required by law.

9.5 Indirect taxes (sales tax / VAT / GST). Cosmetic card art is sold to end users through (a) third-party app marketplaces (for example, the Apple App Store and Google Play) and (b) ULE’s own web channels. For sales made through a marketplace that acts as merchant of record, that marketplace is responsible for calculating, collecting, and remitting applicable sales tax, VAT, and GST. For sales made through ULE’s own channels, ULE is responsible, as between the Parties, for determining, collecting, and remitting any applicable sales tax, VAT, or GST on end-user sales. The Artist is not responsible for collecting or remitting consumption taxes on end-user sales through the Channels, and such consumption taxes are excluded from Gross Sales.

9.6 Information, cooperation, and changes. Each Party will provide the other with information and documentation reasonably necessary to determine tax obligations, claim treaty benefits, or satisfy reporting requirements, and will promptly notify the other of any change in tax status, residency, or taxpayer identification information.

9.7 Tax indemnification. The Artist will indemnify and hold ULE harmless from any taxes, interest, penalties, and reasonable costs arising from (a) the Artist’s failure to provide accurate and timely tax documentation, or (b) any inaccuracy in the Artist’s representations regarding tax status or residency, including any under-withholding attributable to such failure or inaccuracy.

9.8 Artist’s own taxes. The Artist is solely responsible for all income, self-employment, and other taxes imposed on amounts the Artist receives under this Agreement.

10. Attribution

10.1 ULE will credit the Artist by name (or chosen artist name) in the Store listing for the Design, as currently implemented. Attribution placement and form may be adapted reasonably across Channels.

11. Withdrawal of Designs

11.1 The Artist may request that a Design be withdrawn from new sales and production at any time, effective within a reasonable period. Withdrawal does not affect: (a) copies already sold or already produced; (b) licences previously granted to buyers; (c) ULE's right to continue fulfilling pending or in-production orders; or (d) accrued royalties. For Assignment-tier Designs, ULE owns the Design and is not obligated to withdraw it, but will consider reasonable withdrawal requests in good faith.

12. Term and Termination

12.1 Term. This Agreement begins on the Effective Date and continues until terminated.

12.2 Termination for convenience. Either Party may terminate this Agreement on thirty (30) days' written notice.

12.3 Termination for cause. Either Party may terminate immediately on written notice if the other Party materially breaches and fails to cure within fifteen (15) days of notice (or immediately for breaches incapable of cure, including IP infringement).

12.4 Effect of termination; survival. On termination: (a) ULE will stop offering the Artist's Designs for new sale/production within a reasonable wind-down period; (b) licences and copies already sold or produced survive and remain valid; (c) Assignment-tier transfers are permanent and unaffected; (d) ULE will pay final accrued Artist Royalties in the next regular cycle (subject to the threshold and netting); and (e) Sections 1, 4.1, 4.3, 6–10, 12.4, and 13–19 survive (the perpetual Non-Exclusive Licence under Section 4.1 survives termination).

13. Limitation of Liability

13.1 Except for the Artist's indemnification obligations (Section 7) and either Party's breach of confidentiality, neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, and each Party's aggregate liability arising out of this Agreement will not exceed the total Artist Royalties paid or payable to the Artist in the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited under applicable law.

14. Confidentiality

14.1 Each Party will protect the other's non-public business information disclosed under this Agreement and use it only to perform this Agreement, excluding information that is public, independently developed, or rightfully received from a third party.

15. Mutual Representations

15.1 Each Party represents that it has full authority to enter into and perform this Agreement and that this Agreement is binding on it.

16. Governing Law; Venue; Disputes

16.1 This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules.

16.2 Informal resolution; mandatory mediation; binding arbitration. The Parties will first attempt in good faith to resolve any dispute informally. If unresolved, the Parties will next attempt non-binding mediation in Los Angeles County, California. The Parties must attempt such mediation in good faith for at least thirty (30) days before either Party may commence arbitration.

Any dispute still unresolved will be settled by final and binding arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures, before a single arbitrator seated in Los Angeles County, California; judgment on the award may be entered in any court of competent jurisdiction. The Parties waive any right to a jury trial and agree that claims will be brought only on an individual basis (no class or representative actions). Either Party may seek injunctive or equitable relief in court to protect intellectual property or confidential information, and either Party may bring a qualifying claim in small-claims court. Each Party will bear its own attorneys’ fees and costs, and the fees and costs of the mediator and arbitrator will be shared equally (50/50) by the Parties.

17. General

17.1 Entire agreement. This Agreement (with Schedule A and the incorporated Standards) is the entire agreement on its subject and supersedes prior discussions.

17.2 Amendment. ULE may update the operational Standards from time to time; material changes to commercial terms (Tiers, Admin Fee, royalty mechanics) require a written amendment signed by both Parties.

17.3 Assignment. The Artist may not assign this Agreement without ULE's express written consent. ULE may assign this Agreement to an affiliate or successor, as permitted by law.

17.4 Notices. All notices under this Agreement must be in writing and sent either by email or by physical mail via the U.S. Postal Service (“U.S. Mail”) to the contact information each Party provides (or updates in writing by notice):

For ULE: Upper Loft Enterprises, LLC — email support@upperloftenterprises.com; mailing address 8605 Santa Monica Blvd. #761685, West Hollywood CA 90069-4109, United States.

For the Artist: the email address and mailing address set out in the Artist’s signature block and account profile.

Notice by email is effective on transmission (absent a bounce or delivery-failure message); notice by U.S. Mail is effective three (3) business days after deposit, postage prepaid.

17.5 Severability; waiver. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing.

17.6 Force majeure. Neither Party is liable for delays caused by events beyond its reasonable control.

17.7 Counterparts; electronic signature. This Agreement may be signed in counterparts and by electronic signature (including via DocuSign), each of which is an original.

17.8 Headings. Section and clause headings are for convenience of reference only and do not affect the interpretation of this Agreement.

17.9 No interpretation against the drafter. This Agreement is the product of negotiation between the Parties and will not be construed for or against either Party on the basis of which Party drafted it; the rule of contra proferentem does not apply.

Schedule A — Licensing Tiers and Royalty Splits

The Artist elects a Tier for each Design at submission. The elected Tier (recorded in the App) determines the rights granted and the Artist Royalty for that Design. Net Profit = Gross Sales − 10% Admin Fee − Direct Costs.

Tier	Rights granted to ULE	Artist retains	Artist Royalty (% of Net Profit)
Non-Exclusive Licence	Non-exclusive, perpetual, worldwide right to use, reproduce, display, sell, produce, and distribute the Design across all Channels	Ownership; may license/use the Design elsewhere	60%
Exclusive Licence	Exclusive, worldwide right of the same scope (Artist may not license the Design to others during the term)	Ownership	70%
Assignment	Full ownership of the Design (all right, title, and interest, including copyright) transfers to ULE	A continuing royalty right under this Agreement	80%

In every Tier, ULE also retains the 10% Admin Fee and recovers Direct Costs before Net Profit is determined.

Execution; Electronic Signature

This Agreement is executed electronically. By checking the box labeled "I have read and accept the Jakalooki Artist Agreement" and clicking "Accept & become an artist" in the Artist Studio, the Artist signs this Agreement electronically, and the acceptance timestamp, account identity, and Agreement version recorded by the App constitute the record of execution. Upper Loft Enterprises, LLC offers this Agreement and, acting through its authorized management, agrees to be bound by it upon the Artist's acceptance; no separate signature by Upper Loft is required. Each party consents to transact electronically (including under the U.S. E-SIGN Act and the California Uniform Electronic Transactions Act) and agrees that the electronic record of this Agreement satisfies any requirement that it be in writing or signed. Upon acceptance, a copy of the executed record is delivered to the Artist's email address on file and retained by Upper Loft Enterprises, LLC.