DIGITAL SOFTWARE LICENSE & ACCOUNT TRANSFER AGREEMENT

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

SELLER:
Name: Michael Montefusco
Email: mike@fitnessmarketingmachine.net
Address: 4452 Bravery PL SW Concord, NC 28027 United States of America

Valid ID Photo Front

Valid ID Photo Back

BUYER:
Legal Name: Mohamed El-Gabry
Email:
Address:
Government-Issued Photo ID Type:
ID / Passport Number:
Country of Issue:

(Seller and Buyer are each a "Party" and together the "Parties.")

1. SUBJECT OF SALE

1.1 The Seller agrees to sell, and the Buyer agrees to purchase, the digital software license and associated user account described below (collectively, the "Account"):

• Product: TutorLMS license / account
• Current account login email (Seller-controlled), being transferred: mike@fitnessmarketingmachine.net
• Description of license tier / entitlements: _________________________

1.2 The sale consists of the transfer of the Account by changing the registered account email from the Seller's control to the Buyer's designated email address (the same email entered by the Buyer in the Buyer block above).

2. PURCHASE PRICE & PAYMENT

2.1 Total Purchase Price: USD $800.00 (Eight Hundred United States Dollars).

2.2 Payment Method: PayPal. The Buyer shall remit the full Purchase Price to the Seller's PayPal account via PayPal invoice (Goods & Services).

2.3 Payment in Full Required: No transfer of the Account shall occur until the full Purchase Price of $800.00 has been received and shown as completed in the Seller's PayPal account.

2.4 Final Sale — Non-Refundable: The Buyer expressly acknowledges and agrees that this is a final sale of a digital good and is non-refundable once the Account has been transferred. Because the subject of this sale is a digital license and account that cannot be returned or "un-delivered," the Buyer waives any right to a refund following completion of the transfer described in Section 3.

2.5 No Chargebacks / No Disputes: The Buyer agrees not to initiate, file, or pursue any chargeback, payment dispute, reversal, or claim with PayPal, any bank, or any card issuer in connection with this transaction. The Buyer acknowledges that the Account will be delivered in full and that any such dispute would constitute a breach of this Agreement and an act of bad faith, given the Buyer's acknowledgment of delivery in Section 4.

3. DELIVERY / TRANSFER OF ACCOUNT

3.1 Upon the Seller's confirmation that the full Purchase Price has been received as completed in the Seller's PayPal account, the Seller shall transfer the Account to the Buyer by updating the registered account email to the Buyer's designated email address.

3.2 The Parties agree that delivery is deemed complete at the moment the account email is successfully changed to the Buyer's designated email address ("Delivery").

4. BUYER ACKNOWLEDGMENT OF RECEIPT

4.1 The Buyer agrees to confirm, in writing (via email or signed acknowledgment), that the Account has been received and accessed successfully promptly following Delivery.

4.2 The Buyer acknowledges that, upon Delivery, the Buyer has received the full benefit of this transaction and that the Seller has fully performed all obligations under this Agreement.

5. IDENTITY VERIFICATION

5.1 As a condition of this sale, the Buyer has provided a valid government-issued photo identification document, the details of which are recorded in the Buyer block above, and a copy of which is retained by the Seller.

5.2 The Buyer represents and warrants that the identification provided is authentic, current, and belongs to the Buyer, and that the legal name on this Agreement matches the name on that identification.

5.3 The Buyer consents to the Seller retaining a copy of the Buyer's identification and this Agreement as a record of the transaction, and to the use of such records as evidence in the event of any dispute, chargeback, or legal proceeding.

6. REPRESENTATIONS & WARRANTIES

6.1 Seller represents that, to the best of the Seller's knowledge, the Seller has the right to transfer the Account and that the Account is in good standing as of the Effective Date.

6.2 Buyer represents that the Buyer is purchasing the Account for the Buyer's own use, has the legal capacity to enter this Agreement, and will comply with all applicable terms of service of the underlying software vendor following transfer.

6.3 AS-IS: The Account is sold "AS IS" without warranty of any kind beyond Section 6.1. The Seller does not warrant continued availability, vendor approval of the transfer, or future functionality of the underlying software, which is governed by the software vendor's own terms.

7. ASSUMPTION OF RISK ON TRANSFER ELIGIBILITY

7.1 The Buyer acknowledges that the transfer of a software license or account may be subject to the terms and policies of the underlying software vendor (TutorLMS and/or its provider), and that the Seller makes no guarantee that the vendor will recognize or permit the transfer.

7.2 Any risk arising from the vendor's transfer policies is allocated to the Buyer following Delivery.

8. GOVERNING LAW & DISPUTE RESOLUTION

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to conflict-of-law principles.

8.2 The Parties agree that any dispute arising under this Agreement shall first be addressed through good-faith negotiation. Failing resolution, disputes shall be subject to the courts located in North Carolina, United States.

8.3 In the event the Buyer breaches Section 2.5 (No Chargebacks / No Disputes) and a payment is reversed after Delivery, the Buyer shall remain liable to the Seller for the full Purchase Price plus any fees, costs, and reasonable expenses incurred by the Seller in recovering the amount owed.

9. ENTIRE AGREEMENT

9.1 This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior discussions or agreements.

9.2 Any amendment must be in writing and signed by both Parties.

9.3 If any provision is held unenforceable, the remaining provisions remain in full force.

SIGNATURES

By signing below, each Party acknowledges that they have read, understood, and agree to be bound by this Agreement.