AGREEMENT

Talent: TBD (“Talent”)

Management: TBD

Client: Bulletproof 360, Inc. (“Company”)

Partnership: Shopify Collabs – Influencer Affiliate Program

Product: All products

Whereas, Bulletproof 360, Inc. (the “Company”) desires to engage TBD (the “Talent”) to provide the services set forth in this agreement

Now therefore, in consideration of the mutual covenants in this Agreement, the parties agree as follows:

1. Term, Usage Term and Campaign:

• (a) Term: The term of this Agreement is defined as one (1) month from date Talent is live with Content and has completed Services, as defined below (the “Term”).
• (b) Usage Term: The Company shall have the right to use the Deliverables, as defined below, effective immediately following the live date of Talent Social Media Content for a period of one (1) year, defined in paragraph 2(a)

2. Description of Talent Services: During the Term, Talent shall produce, provide and publish the following content deliverables (the “Deliverables”) and render the following services (collectively, the “Services”)

• (a) Non-Disparagement: In the Advocate Content and for one (1) year following the Term of the Agreement, Advocate will not make any statements that disparage or reflect unfavorably on Bulletproof brands or their respective products and services.

3. Grant of Rights / Usage Media:

• (a) Talent represents and warrants that it has all right, title and interest to: (a) any of the content created or developed as part of the Services (“Talent Social Media Content”) including the rights of any photographer or videographer creating such Talent Content, (b) use Talent’s name, image, likeness, voice or other aspects of Talent’s identity (“Talent’s Identity”), in each case, for use through any print, online, social media or other marketing channel (“Marketing Channels”). Advocate further represents and warrants that: (i) Talent Content is original and has not been and will not be published or used through any other Marketing Channels, and (ii) Talent will include the language set forth in the Description of Talent Services with all Talent Content. Advocate grants Bulletproof and its affiliates the worldwide, unlimited, perpetual right to repost, like, share, regram or otherwise copy, distribute, reproduce or create derivative works of the Talent Content through Bulletproof’s, and its affiliates’, Marketing Channels.
• (b) Company has the unlimited right to use and re-use the Deliverables during the Usage Term and to display Deliverables as follows:
  • 1. Repost, otherwise share and/or display the Deliverables to Company’s owned social channels, provided Company tags (and gives credit to) Talent in each instance in the applicable social channel.
  • 2. Natively upload the Talent Content to Company’s social media profiles and display said Talent Content in perpetuity on all owned social channels.
  • 3. Company shall have the right to whitelist, boost, or otherwise promote the Deliverables via paid media for a limited period of one (1) year to occur within the term.
• (c) Talent shall not reproduce, distribute, disclose or sell to any other person or entity any of the Deliverables, or any portion thereof, unless each use is otherwise approved in advance and in writing by Company.

4. Compensation: Client shall compensate Talent c/o Shopify Collab auto payment system based on value earned (% compensation rate per order supported)

• (a) Company shall pay Talent c/o Shopify Collab as follows: 45 days post order completion via a holding period, alignment with Shopify Collab, confirming shipment completion and non-returned item.

5. Termination: Company may terminate this Agreement, without cause, upon ten (10) days’ written notice from the day campaign is locked in - to Talent without penalty. Either party may terminate this Agreement in the event that the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach. Upon termination of this Agreement, Talent shall be entitled only to the Fees (as defined herein) paid prior to the termination of the Agreement for Services rendered through the date of such termination, and Talent will be required to refund to Company any unearned, prepaid portion of the Fee within thirty (30) days.

6. Confidentiality: In performing Services under this Agreement, Talent may be exposed to certain information deemed proprietary and confidential by Company. Talent agrees that, during the Term of this Agreement and for a period of three (3) years thereafter, Talent will not at any time disclose to anyone any such confidential information without prior written consent from Company, except to authorized representatives and/or as required by law or legal process. This paragraph shall survive the termination or expiration of this Agreement.

7. Indemnification: Each party hereby agrees to defend, indemnify and hold harmless the other party, its parent, subsidiary and affiliated companies, and their respective agents, employees, representatives, contractors, successors, and assigns (“Indemnified Parties”) from and against any and all claims, demands, suits, actions, losses, damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and disbursements) which may be obtained against, imposed upon or suffered by Indemnified Parties as a result of (i) the material breach of this Agreement or any of the warranties and representations made herein; (ii) Indemnified Parties exercise of any of the rights provided for herein, (iii) any content, statements, information or material supplied in connection with the Services (including, without limitation, any claim that any statements or published content, or any information, work product, or material supplied, defames any third party or violates any federal, state or local laws or any intellectual property, trade secret, privacy or publicity rights of any third party), or (iv) Indemnified Parties intentional misconduct or negligent acts or omissions. Company may, at its election, assume the defense, settlement, or other resolution of such claim with counsel of its own choosing. This paragraph shall survive the termination or expiration of this Agreement. Company shall not be liable to Influencer for any consequential or incidental damages or lost profits, even if Company has been advised of the possibility of such losses.