Partnership Contribution Agreement

This Talents.City Partnership Contribution Agreement (the “Agreement”) is between Evolution.Life LLC, a Wyoming limited liability company, 1309 Coffeen Ave., STE 1200, Sheridan, WY 82801, United States (the “Company”), which operates Talents.City, and the individual or legal entity electronically accepting this Agreement (the “Participant”).

1. Acceptance and relationship to other terms

By selecting the acceptance checkbox and submitting an application, the Participant confirms that they have read, understood and agree to this Agreement and the Terms of Participation. The financial obligations in this Agreement apply only if the applicant is admitted to or participates in Talents.City and enters into a Qualifying Collaboration. If this Agreement conflicts with the Terms on a partnership-contribution issue, this Agreement controls.

2. Definitions

Community Connection means an introduction, discovery, meeting or material relationship enabled through Talents.City, its events, residences, digital tools, communications, member network or verified inviters.

Prior Business Relationship means documented substantive business dealings, negotiations, co-ownership, employment, client/vendor work or an active commercial introduction between the relevant people before the Community Connection. Merely knowing of someone or following them online is not by itself a Prior Business Relationship.

Qualifying Collaboration means a company, venture, project, transaction or related series of businesses formed between two or more Participants as a material result of a Community Connection where the relevant Participants had no Prior Business Relationship. It includes successor, spin-off and substantially related ventures arising from that collaboration.

Net Realized Profit means cash or cash-equivalent profit actually received by a Participant from a Qualifying Collaboration, including the Participant’s proportionate economic share of profit realized by an entity the Participant controls or co-controls, calculated consistently under applicable accounting rules after documented bona fide direct operating expenses, refunds and transaction taxes. It includes profit distributions, dividends, profit-linked compensation and net gains actually realized from the sale of an interest in the collaboration. It excludes gross revenue that is not profit, loans, capital contributions and unrealized valuation gains.

Verified Inviter means the person recorded by Talents.City as having directly invited the Participant before the Participant joined, subject to reasonable verification by the Company.

3. The 3% partnership contribution

Each Participant owes the Company a contribution equal to three percent (3%) of that Participant’s own Net Realized Profit from each Qualifying Collaboration. The contribution is not an equity interest and does not give the Company or an inviter ownership, voting, management or control rights in the collaboration. The same profit must not be counted twice.

4. Allocation of the contribution

If a Participant joined without an eligible Verified Inviter, that 1% share is retained by the Company. If neither Participant has an eligible Verified Inviter, the Company retains all 3%. If the same eligible Verified Inviter invited both Participants, that inviter may receive both inviter shares. The total contribution never exceeds 3% of the applicable Net Realized Profit.

If more than two founding Participants form the same Qualifying Collaboration, the Company will record a reasonable written allocation of the two inviter shares before the first contribution is due. The total contribution remains 3%.

5. Collection and inviter payments

The Participant pays the full 3% contribution to the Company. The Company administers any inviter allocation, subject to identity verification, payment details, tax documentation, sanctions screening, applicable law and any separate inviter terms. The Participant has no direct payment obligation to an inviter.

6. Attribution and notice

The Participant must notify the Company promptly after forming a potential Qualifying Collaboration. The Company will determine connection and inviter attribution reasonably and in good faith using platform records and evidence supplied by the parties. A Participant may challenge an attribution determination by providing contemporaneous evidence of a Prior Business Relationship.

7. Reporting, payment and records

Within 30 days after each calendar quarter in which Net Realized Profit is received, the Participant must provide a good-faith statement showing the calculation and pay the contribution in U.S. dollars or another method approved in writing. The Participant must keep supporting records for at least five years. No more than once per year, the Company may request reasonable supporting documentation or an independent review. The Company bears review costs unless an underpayment greater than 5% is found, in which case the Participant bears reasonable review costs and promptly pays the shortfall.

8. New entities and anti-circumvention

If a Qualifying Collaboration is operated through a new entity, each Participant must use reasonable efforts to cause that entity to acknowledge the contribution obligation in writing. A Participant may not avoid the contribution by routing value through an affiliate, nominee, related person, non-cash arrangement or successor venture. Only value actually realized by or for the Participant is included.

9. No brokerage or regulated activity

Talents.City provides community, discovery and connection infrastructure. The Company is not acting as a broker, dealer, investment adviser, real estate broker, employment agency, fiduciary or representative in a Participant’s transaction. No contribution or inviter payment applies to securities offerings, investment solicitation, regulated real-estate brokerage, regulated employment placement or other activity where such payment would require a license or would be prohibited, unless covered by a separate lawful written arrangement involving appropriately licensed parties.

10. Participant responsibility

Participants independently evaluate partners and opportunities, negotiate their own documents and obtain legal, tax, accounting and financial advice. Talents.City does not guarantee any introduction, transaction, profitability, financing or business outcome and is not a party to agreements between Participants unless the Company signs a separate written agreement.

11. Referral transparency and conduct

A person who may receive an inviter share must clearly disclose that financial relationship when recommending Talents.City where disclosure is required by applicable advertising or consumer-protection law. Participants and inviters must act truthfully, professionally and lawfully and must not make misleading claims about Talents.City or another Participant.

12. Data and AI-assisted processing

The Company may process profile, application, connection, attribution, communication and transaction-reporting data, including with AI-assisted tools, to operate the community, support matching, verify Qualifying Collaborations, administer contributions, prevent fraud and resolve disputes. Such processing is governed by the Privacy Policy. Material financial determinations may be reviewed by a human upon request.

13. Taxes and compliance

Each Participant and inviter is responsible for their own taxes, reporting and legal compliance. Payments may be withheld or delayed where reasonably necessary for identity verification, tax documentation, sanctions compliance, anti-money-laundering checks or applicable law.

14. Term and termination

This Agreement continues until terminated by either party in writing. Termination does not remove accrued payment obligations or obligations relating to a Qualifying Collaboration formed before termination; those provisions continue for the commercial life of that collaboration to the maximum extent permitted by applicable law.

15. Governing law and disputes

This Agreement is governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules. Subject to any non-waivable rights under applicable law, proceedings must be brought in the state or federal courts located in Wyoming, and the parties consent to their jurisdiction and venue. The parties will first attempt in good faith to resolve a dispute through written notice and 30 days of negotiation.

16. Electronic signature and records

The Participant consents to electronic contracting. Selecting the acceptance checkbox and submitting the application is intended as an electronic signature under the Wyoming Uniform Electronic Transactions Act and the U.S. Electronic Signatures in Global and National Commerce Act. The Company may retain the accepted document version, consent text, timestamp, language, IP address, user agent and related evidence. The Participant may save or print this Agreement and may request an electronic copy.

17. Changes, severability and entire agreement

If any provision is unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will continue. This Agreement and incorporated Terms are the complete agreement on its subject. A material change to the 3% rate, calculation base or allocation requires a new affirmative acceptance; other changes apply prospectively after notice as permitted by law.

18. Contact

Evolution.Life LLC
1309 Coffeen Ave., STE 1200
Sheridan, WY 82801, United States
1@evolution.life
@TalentsCity_bot