MEMORANDUM OF UNDERSTANDING (MOU)

BETWEEN

eZWay Network
AND
Epic Icon Center

Effective Date: 06 / 26 / 2025

This Memorandum of Understanding (“MOU”) is entered into by and between eZWay Promotions, a division of eZWay Network, hereinafter referred to as “eZWay”, and Epic Icon Center, hereinafter referred to as “EIC”, to establish a mutual barter, promotional, and referral partnership.

1. PURPOSE

This MOU outlines a strategic barter and referral partnership between eZWay, a multi-award-winning brand with a household-name reputation and multimillion-dollar media valuation, and Epic Icon Center, a premier event and production venue located at 2038 Sacramento St., Los Angeles, CA 90021, and any future affiliated locations. The partnership is designed to mutually support growth, exposure, and business development for both entities.

2. AGREEMENT STRUCTURE

A. eZWay Network Responsibilities

eZWay agrees to:

Promote Epic Icon Center across its digital ecosystem, including but not limited to eZWay.TV, eZWay Promotions, eZWay News, the eZWay Interactive App, social media, streaming content, and influencer partnerships.

Actively market Epic Icon Center as eZWay Network’s official headquarters, event center, and studio in Los Angeles, driving visibility, credibility, and traffic to the location.

Leverage its strong brand equity, thousands of members in Los Angeles, Orange County, and San Diego, and its influence across celebrity, business, and media sectors to attract:

Events

Productions

Red carpet experiences

Networking mixers

Celebrity appearances

Influencer showcases

Use best efforts to generate booked business for Epic Icon Center and provide ongoing PR and social media exposure.

B. Epic Icon Center Responsibilities

Epic Icon Center agrees to:

Provide full and complimentary access to eZWay Network and eZWay Promotions for use of its venue spaces, on an as-available basis, at no cost for eZWay-produced or endorsed events and productions.

Extend this agreement to any future Epic Icon Center locations under the same terms and access rights.

Offer discounted venue rental fees and promotional packages for verified eZWay Network members.

Charge full price to non-members referred by eZWay unless otherwise negotiated.

Include eZWay branding, logos, or event identifiers at eZWay-branded events or activations hosted at the Epic Icon Center.

3. SALES, REVENUE, AND REFERRAL STRUCTURE

eZWay Network retains 100% of its internal ticket, sponsorship, package, and brand sales derived from events it produces, coordinates, or promotes using the Epic Icon Center.

Clients booking Epic Icon Center directly for their own purposes (outside of an eZWay-produced package) will pay venue rental fees directly to Epic Icon Center, with discounted rates offered to eZWay members.

A mutual referral system is established under this agreement:

eZWay Network will receive a negotiated referral fee from Epic Icon Center for any business, clients, or productions brought to the venue as a direct result of eZWay’s promotions or connections.

Epic Icon Center will receive a percentage-based referral commission, as mutually agreed upon in writing, for business it refers to eZWay Network or eZWay Promotions, including but not limited to branding, PR, production, or promotional services.

4. TERM AND TERMINATION

This MOU shall remain in effect for an initial term of twelve (12) months, with automatic annual renewal unless terminated with 30 days’ written notice.

Termination may occur earlier by mutual agreement or with cause, provided the non-compliant party is given a 15-day written notice and opportunity to cure.

5. BRAND VALUE AND PUBLIC PROMOTION

eZWay Network is an established multimillion-dollar media brand, recognized as a household name in the promotional, event, and streaming sectors. It holds multiple celebrity endorsements, national brand collaborations, and a growing user/member base.

eZWay will publicly and continuously promote Epic Icon Center as its official headquarters, primary event venue, and branded media studio, further increasing foot traffic, inquiries, and public attention to the facility.

Epic Icon Center may use the eZWay name and branding in mutually approved promotional materials reflecting the partnership.

6. NON-EXCLUSIVITY

This MOU does not restrict either party from entering into other partnerships unless otherwise specified in a future agreement.

7. NO MONETARY EXCHANGE (Barter Basis)

This MOU represents a barter-based arrangement; no direct fees are owed between parties for promotional access or venue usage.

Referral fees and commissions, as stated in Section 3, will be negotiated per opportunity and agreed upon in writing before being executed.

8. GENERAL PROVISIONS

This MOU does not constitute a legal partnership or joint venture.

Both parties shall maintain their own insurance and legal responsibilities for their respective operations.

Disputes will be resolved in good faith between designated representatives of each organization. All disputes will be resolved through mediation and arbitration in the Statate of California