Daily Nutra LLC

Independent Affiliate Agreement

This Independent Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Daily Nutra LLC ("DailyNutra"), with an address of 85 Bolinas Rd, Ste 20, Fairfax, California, United States and the Affiliate identified below (“Independent Affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services

The Independent Affiliate Program

Independent Affiliate agrees to provide to DailyNutra under the terms and conditions of this Agreement, services (the “Services”) in connection with DailyNutra's Independent Affiliate Program (the “Program”). As part of the Services, Independent Affiliate will generate and post content (including, without limitation, text, videos and images) regarding the DailyNutra brand and DailyNutra products on Independent Affiliate’s dedicated Web page (the “Affiliate Page”) and on Affiliate's Instagram, Twitter, Facebook, YouTube, Pinterest, Blog, Email, and Printed Promotional Materials (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Affiliate agrees to:

• Devote time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.

• Comply with all applicable laws and regulations.

• Determine, at his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.

• Provide and utilize his/her own equipment, tools and other resources in performing the Services. DailyNutra will provide to Independent Affiliate certain informational materials to facilitate the creation of Independent Affiliate's created content to his/her Affiliate Page and/or Social Channels (such templates and other materials are collectively referred to as the “DailyNutra Materials”).

• Will be responsible for (i) creating and editing the Content and (ii) either emailing to DailyNutra such Content to upload to the Affiliate Page or posting such Content on the Social Channels. All such Content that is uploaded to the Affiliate Page will be posted to the Affiliate Page subject to prior review by DailyNutra. DailyNutra has the right to remove any Content from the Affiliate Page.

• It is understood and agreed that Independent Affiliate will be an independent contractor, is not and will not be considered an agent or employee of DailyNutra (or any of its affiliates or related entities), and shall have no authority to bind DailyNutra (or its affiliates or related entities) by contract or otherwise.

Restrictions

Independent Affiliate agrees that they will not:

• Make any derogatory statements about DailyNutra and/or DailyNutra products

• Link to any third-party websites, other than the Social Channels, on the Affiliate Page or otherwise redirect visitors of the Affiliate Page to third-party websites

• Resell or distribute any DailyNutra products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate Page

• Promote DailyNutra products, the DailyNutra brand, or the Program and/or the Affiliate Page via any paid media channels

• Promote DailyNutra products, the DailyNutra brand, the Program and/or the Affiliate Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminatory.

• Engage in any fraudulent transactions, as reasonably determined by DailyNutra, including, without limitation, making transactions from Affiliate's IP addresses or computers under Affiliate's control.

Compensation

In consideration for the Services, DailyNutra will pay to Independent Affiliate a percentage of the Net Revenue (as defined below) collected by DailyNutra in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by DailyNutra from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including, but not limited to, payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of DailyNutra product(s) via the Affiliate Page that are made by a method of payment accepted by DailyNutra. The Commission is also only paid to Independent Affiliate if the Qualifying Order is final. Any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by DailyNutra using its standard methodologies. DailyNutra will pay Independent Affiliate its Commission on the 28th day of each month. 

Commissions due hereunder will be made by DailyNutra to Independent Affiliate through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Affiliate is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to DailyNutra for purposes of receiving the payments set forth herein. DailyNutra is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by DailyNutra, including, without limitation, any transactions originating from Affiliate's IP addresses or computers under Affiliate's control.

Confidentiality

Definition: “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning DailyNutra's business technology, business relationships or financial affairs which DailyNutra has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data, (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes or personnel data. Confidential Information also includes information received in confidence by DailyNutra from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations

Independent Affiliate will not, at any time, without DailyNutra 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of DailyNutra, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of DailyNutra. Independent Affiliate will cooperate with DailyNutra and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Affiliate will deliver to DailyNutra all copies of Confidential Information in Independent Affiliate's possession or control upon an earlier request by DailyNutra or termination of this Agreement for any reason.

Information of Third Parties

Independent Affiliate understands that DailyNutra is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require DailyNutra to protect or refrain from use of Confidential Information. Independent Affiliate agrees to be bound by the terms of such agreements in the event Independent Affiliate has access to such Confidential Information.

Intellectual Property Rights / Content License

Independent Affiliate hereby grants to DailyNutra and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:

• Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Affiliate in section 2 hereof.

• Independent Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Affiliate’s promotional purposes, in any and all media now known or hereafter developed.

• With respect to Content which portrays Independent Affiliate’s face, body and voice (the “Restricted Materials”), DailyNutra shall have the right to use the Restricted Materials upon prior approval from Independent Affiliate.

Other Developments

Independent Affiliate hereby grants to DailyNutra and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sub-licensable,

non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to DailyNutra in connection with the Program, or (ii) otherwise created by Independent Affiliate in connection with the Services, (collectively, the “Other Developments”).

DailyNutra Materials and Trademark

Except for Independent Affiliate's limited right to use the DailyNutra Materials solely in connection with performing the Services, DailyNutra retains all right title and interest in the DailyNutra Materials, including all related intellectual property rights. DailyNutra hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display DailyNutra's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Affiliate agrees that any use of the Marks:

• Will comply with DailyNutra's quality standards and trademark guidelines, which may be provided by DailyNutra to Independent Affiliate from time to time

• Will solely insure to the benefit of DailyNutra. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name, including any of the Marks, during the term of this Agreement and thereafter.

Federal Trade Commission Requirements

Independent Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Affiliate's provision of the Services hereunder. Independent Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding DailyNutra products, the DailyNutra brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Independent Affiliate Social Channels

In connection with performing the Services, an Independent Affiliate may link certain of his or her Social Channels to the Affiliate Page. If Independent Influence so elects, DailyNutra may link to, and stream content from such Social Channels on its websites, social media channels and in other DailyNutra advertising and promotional materials.

Representations and Warranties

Independent Affiliate represents and warrants that:

• He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence

• The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the DailyNutra Materials;

• The Content and Other Developments are Independent Affiliate' s original work

• Use of the Content and Other Developments by DailyNutra will not infringe or involve the misappropriation of any third party rights

• All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Affiliate

• Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by DailyNutra for any Content or Other Developments or any content or material incorporated therein to any third party;

• He or she will comply with all applicable laws, rules and regulations, including the Guides

Indemnification

Independent Affiliate shall indemnify and hold DailyNutra, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Affiliate's performance thereof including, but not limited to: (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliate IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Term and Termination

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. DailyNutra may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if the Independent Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).

Independent Contractor; No Agency

Independent Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of DailyNutra, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

Limitation of Liability

IN NO EVENT SHALL DailyNutra, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “DailyNutra PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE DailyNutra PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH DailyNutra PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE DailyNutra PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Governing Law, Jurisdiction and Venue

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within the State of California.

Notices

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

Equitable Relief

Independent Affiliate and DailyNutra agree that it would be impossible or inadequate to measure and calculate DailyNutra's damages from any breach by Independent Affiliate of this Agreement. Accordingly, Independent Affiliate and DailyNutra agree that if Independent Affiliate breaches this Agreement; DailyNutra will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Independent Affiliate and DailyNutra further agree that no bond or other security shall be required in obtaining such equitable relief and Independent Affiliate and DailyNutra, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

Miscellaneous

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect. Failure of DailyNutra to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against DailyNutra unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by DailyNutra and Independent Affiliate, this Agreement constitutes the entire agreement between Independent Affiliate and DailyNutra with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Affiliate without the express written consent of DailyNutra. DailyNutra may assign any or all of its rights and obligations under this Agreement without Independent Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of DailyNutra's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

Commission Appendix

For Qualifying Orders in a calendar month, DailyNutra will pay to Independent Affiliate commission payments in accordance with the following table, with the exception that DailyNutra could have promos that could go to higher percentages as incentive, all details of such promos to be at DailyNutra's sole discretion and communicated to Independent Affiliate in due time:

Commission Percentage

10% of Net Revenue

For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of DailyNutra Products that are purchased pursuant to such Qualifying Order.