Supporting Materials · Appendix R

Key Contracts & Agreements

Summary table of all material contracts as of March 2026. Includes customer MSAs, vendor agreements, partnerships, leases, licensing, and exclusivity terms. Supporting PDFs linked in the secure data room subfolder. Updated as agreements are executed.

Total agreements tracked

Active / executed

In progress / pending

June 2026

MSA execution begins

Confidential: Executed contract PDFs are held in the Contracts & Agreements subfolder of the secure data room. Contact luke@vibeup.io or pat@vibeup.io to request access under NDA.

Customer Contracts & MSAs(2 agreements)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶Master Services Agreement — Enterprise Wellness Partner (Template)	VIBEUP INC. ↔ Enterprise Wellness Clients (TBD)	Governs all enterprise B2B relationships including corporate wellness programs, residential community integrations, and branded wellness deployments.	TBD per contract — $5K–$50K/…	— (template ready Q2 2026)	12–24 month initial terms	Auto-renew annually unless 60-day notice	Template on file — no executed MSAs yet	—
Full Purpose Governs all enterprise B2B relationships including corporate wellness programs, residential community integrations, and branded wellness deployments. Full Value TBD per contract — $5K–$50K/yr range (projected) Termination For cause or convenience with 30-day notice Notes General Counsel Pat Veilleux has drafted the MSA template. Execution begins post-public launch (June 2026).
▶Letter of Intent (LOI) — Wellness Business Partners	VIBEUP INC. ↔ 1,000+ Wellness Business Partners	Pre-commitment from wellness businesses, practitioners, studios, and retreat centers to onboard as paying business profiles at launch. Non-binding but evidences demand.	Combined LOI pipeline: $49/m…	July 2024 – present (ongoing outreach)	Converts to formal agreement at platform launch (June 2026)	N/A — transitions to subscription agreement at activation	1,000+ executed LOIs on file	—
Full Purpose Pre-commitment from wellness businesses, practitioners, studios, and retreat centers to onboard as paying business profiles at launch. Non-binding but evidences demand. Full Value Combined LOI pipeline: $49/mo–$299/mo per business profile Termination Non-binding; either party may withdraw pre-activation Notes LOI database and full pipeline available in Appendix D. Actual subscription agreements executed at onboarding.

Vendor & Technology Agreements(5 agreements)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶OpenAI API Agreement	VIBEUP INC. ↔ OpenAI, Inc.	Access to GPT-4o and related LLM APIs powering Mira AI's core language understanding, response generation, and personalization engine.	Usage-based — est. $0.80/use…	2025	Month-to-month (no fixed term)	Auto-renews monthly	Active	—
Full Purpose Access to GPT-4o and related LLM APIs powering Mira AI's core language understanding, response generation, and personalization engine. Full Value Usage-based — est. $0.80/user/mo at scale Termination Either party may terminate with 30-day notice Notes No training on VIBEUP user data. Subject to OpenAI usage policies. Migrating to enterprise agreement at scale.
▶Apple Developer Program Agreement	VIBEUP INC. ↔ Apple Inc.	Authorization to distribute the VIBEUP iOS application on the App Store and access Apple developer APIs.	$99 USD/yr	2024	Annual renewal	Annual — auto-renews	Active — iOS app live	—
Full Purpose Authorization to distribute the VIBEUP iOS application on the App Store and access Apple developer APIs. Full Value $99 USD/yr Termination Termination by Apple for ToS violation; by VIBEUP on 30-day notice Notes iOS app approved and live. App Store guidelines compliance maintained.
▶Google Play Developer Agreement	VIBEUP INC. ↔ Google LLC	Authorization to distribute the VIBEUP Android application on Google Play Store.	$25 USD one-time registration	— (Q2 2026 planned)	Perpetual once registered	N/A	Pending — Android launch Q2 2026	—
Full Purpose Authorization to distribute the VIBEUP Android application on Google Play Store. Full Value $25 USD one-time registration Termination Termination for ToS violation Notes Android development underway. App submission planned for Q2 2026 alongside public GTM.
▶Stripe Services Agreement	VIBEUP INC. ↔ Stripe, Inc.	Payment processing infrastructure for all in-app transactions, subscriptions, marketplace payments, and business profile billing.	2.9% + $0.30 per transaction…	2025	Month-to-month	Auto-renews	Active — integrated	—
Full Purpose Payment processing infrastructure for all in-app transactions, subscriptions, marketplace payments, and business profile billing. Full Value 2.9% + $0.30 per transaction (standard rates) Termination Either party with 30-day notice Notes PCI-compliant. Volume discounts negotiable at scale. No exclusivity.
▶Cloud Infrastructure Agreement (AWS / GCP)	VIBEUP INC. ↔ AWS or GCP (TBD)	Hosting, compute, storage, and CDN for the VIBEUP platform backend, API services, and media assets.	— (est. $2K–$8K/mo at launch…	—	Month-to-month / annual commitment TBD	Annual or monthly based on tier	— (provider to be confirmed)	—
Full Purpose Hosting, compute, storage, and CDN for the VIBEUP platform backend, API services, and media assets. Full Value — (est. $2K–$8K/mo at launch scale) Termination 30-day notice Notes Infrastructure provider to be finalized pre-launch. Director of Technology leading evaluation.

Partnerships & Channel Deals(4 agreements)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶OneTreePlanted.org — Regenerative Partnership	VIBEUP INC. ↔ OneTreePlanted.org	$1 per active subscription per month donated to fund tree planting globally. Core element of VIBEUP's regenerative business model and brand identity.	$1/active subscriber/mo — sc…	— (to be formalized at launch)	Ongoing	Annual review	In discussion — to be formalized	—
Full Purpose $1 per active subscription per month donated to fund tree planting globally. Core element of VIBEUP's regenerative business model and brand identity. Full Value $1/active subscriber/mo — scales with membership Termination Either party with 60-day notice Notes Foundational to VIBEUP brand promise. Agreement to be executed prior to public launch (June 2026).
▶Conscious Creator Partner Agreements	VIBEUP INC. ↔ Individual Creator Partners	Framework for certified Conscious Creators who activate their audiences on VIBEUP and receive revenue sharing, early access, and co-marketing rights.	Revenue share model — % of r…	2025 – present	12-month initial terms; renewable	Annual renewal	Standard agreement template on file — executed with anchor creators	—
Full Purpose Framework for certified Conscious Creators who activate their audiences on VIBEUP and receive revenue sharing, early access, and co-marketing rights. Full Value Revenue share model — % of referred subscriber revenue (TBD) Termination 30-day notice; IP and audience data terms survive Notes 100+ LOI partners in the creator pipeline. Anchor creator agreements to be formalized at launch.
▶NeuroTrackerX — Technology Research Partnership	VIBEUP INC. ↔ NeuroTrackerX	Research partnership to validate that intentional practice on VIBEUP measurably improves cognitive performance and wellbeing metrics.	—	—	—	—	In discussion	—
Full Purpose Research partnership to validate that intentional practice on VIBEUP measurably improves cognitive performance and wellbeing metrics. Full Value — Termination — Notes See Appendix N (Board & Advisors) for context on technology research partners.
▶The New Human University — Education Partnership	VIBEUP INC. ↔ The New Human University	Content and curriculum partnership for consciousness development and human potential education programming on VIBEUP.	—	—	—	—	In discussion	—
Full Purpose Content and curriculum partnership for consciousness development and human potential education programming on VIBEUP. Full Value — Termination — Notes Early-stage partnership. Terms to be negotiated post-launch.

Leases(1 agreement)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶Office / Co-Working Space	VIBEUP INC. ↔ TBD	Physical workspace for team operations if required. Company currently operates as fully distributed/remote.	— (no current lease)	— (N/A — remote operations)	— (N/A)	N/A	No active lease — fully remote	—
Full Purpose Physical workspace for team operations if required. Company currently operates as fully distributed/remote. Full Value — (no current lease) Termination N/A Notes VIBEUP operates as a remote-first company. No office lease obligations at this time. Real estate costs not in the budget.

Licensing Agreements(2 agreements)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶Outbound Software License — Enterprise API Access (Planned)	VIBEUP INC. ↔ Enterprise / Residential Partners	License for corporate wellness operators and residential developers to embed VIBEUP platform capabilities (Mira AI, community layer, booking) within their own digital environments.	—	— (Q3 2026+ planned)	12–36 month terms	Annual	Contract template to be drafted Q2 2026	—
Full Purpose License for corporate wellness operators and residential developers to embed VIBEUP platform capabilities (Mira AI, community layer, booking) within their own digital environments. Full Value — Termination For cause or convenience with 90-day notice Notes Enterprise API licensing is a planned revenue stream. Template to be drafted by General Counsel prior to Scale Round close.
▶Data Licensing — Third-Party Wellness Research (Planned)	VIBEUP INC. ↔ Research Institutions / Brands (TBD)	Anonymized, opt-in wellness behavior and outcome data licensed to research institutions and aligned consumer brands. Subject to full GDPR/CCPA consent framework.	—	— (2027+ planned)	—	—	Future revenue stream — not yet active	—
Full Purpose Anonymized, opt-in wellness behavior and outcome data licensed to research institutions and aligned consumer brands. Subject to full GDPR/CCPA consent framework. Full Value — Termination — Notes Requires robust consent infrastructure and privacy review. Planned for 2027+ after community scale is established.

Exclusivity & Most Favored Terms(2 agreements)

Agreement	Parties	Purpose	Value	Start	End / Term	Renewal	Status	PDF
▶Exclusivity Provisions — LOI Partners	VIBEUP INC. ↔ LOI Partner Businesses	Certain anchor LOI partners have agreed to soft exclusivity — not listing on competing wellness marketplace platforms during the beta and early launch window.	N/A — non-monetary provision	2025 – present	Through public launch (June 2026) + 90 days	Converts to platform exclusivity addendum in MSA	Soft exclusivity in select LOI agreements — not universal	—
Full Purpose Certain anchor LOI partners have agreed to soft exclusivity — not listing on competing wellness marketplace platforms during the beta and early launch window. Full Value N/A — non-monetary provision Termination Mutual release if platform launch delayed beyond 90 days Notes Exclusivity provisions are included in select high-value LOI agreements. Not a blanket requirement across all 1,000+ partners.
▶Most Favored Nation (MFN) — Anchor Creator Revenue Share	VIBEUP INC. ↔ Founding Creator Partners	Founding Conscious Creators who launch on the platform receive MFN pricing on revenue share — guaranteed to be at least as favorable as any subsequently offered to other creators.	MFN on revenue share %	2025 – present	3-year MFN window from platform launch	Review after 3 years	Included in anchor creator agreements — template on file	—
Full Purpose Founding Conscious Creators who launch on the platform receive MFN pricing on revenue share — guaranteed to be at least as favorable as any subsequently offered to other creators. Full Value MFN on revenue share % Termination Terminates if creator violates platform community standards Notes MFN is a retention and loyalty mechanism for founding creator cohort. Limited to first 50 anchor creators.

Request Contract PDFs — Data Room Access

Executed agreements and draft templates are filed in the Contracts & Agreements subfolder of the secure data room. Contact luke@vibeup.io or pat@vibeup.io to request access under NDA. Turnaround: 24–48 hours. This register is updated as new agreements are executed.