CURED NUTRITION AFFILIATE PROGRAM TERMS & CONDITIONS. AS AN AFFILIATE YOU AGREE TO THE FOLLOWING: 1) GENERAL. (a) The Company is in the business of developing, producing, marketing, and selling CBD products (the “Business”). (b) This Agreement will set forth terms and conditions by which the Affiliate will promote and endorse the Company’s products. 2) TERMS AND TERMINATION. Cured Nutrition reserves the right to terminate this Agreement for any reason and without cause if the Affiliate does not meet timely, comply with the requirements, services, and responsibilities stated in this Agreement. The Company shall terminate this Agreement at any time for any of the following reasons: (a) Company decides to cut or reallocate its budget elsewhere and can no longer compensate Affiliate. (b) Affiliate is arrested for any reason. (c) In Company’s sole and absolute discretion, any act performed by Affiliate which is not performed or is performed in a way that reflects negatively on the Company or its respective products and product lines, or the Company’s Affiliates and their products and product lines. (d) In the event the Affiliate has been indicted or charged with any civil or criminal act involving moral turpitude; or causes or becomes involved in any situation or occurrence, that serves to bring Affiliate into public disrepute, contempt, scandal, or ridicule, or cause or becomes involved in any act which shocks, insults or offends the community; or endorses competing products. 3) RELATIONSHIP TO PARTIES. Affiliate is an independent contractor and nothing in this Agreement shall be construed to: (a) Give Affiliate the power to direct and control the day-to-day activities of the Company. (b) Constitute the Parties as partners, joint ventures, co-owners or otherwise. (c) Permit Affiliate to create or assume any obligation on behalf of the Company for any purpose whatsoever. (d) Entitle Affiliate to any employee benefits as Affiliate is an independent contractor. (e) Affiliate shall be responsible for all state and federal taxes on all payments received pursuant to this Agreement. (f) Affiliate shall at no time make any false or misleading claims regarding any health benefits of the Company’s products and will always recommend that clients/customers of the Company seek professional medical advice. 4) CONFIDENTIALITY. Affiliate acknowledges that he/she may have access to the Company’s
confidential and proprietary information.  Such information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technologies and technological strategies, (iv) marketing strategies and (v) such other information as the Company may designate as confidential (“Confidential Information”). Affiliate agrees not to disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after this Agreement, unless the Company grants express, written consent of such disclosure. 5) INDEMNIFY. (a) Company shall defend, indemnify and hold harmless Affiliate for any and all liability arising in any way out of claims of third parties related to development, manufacture, distribution, shipment, or alleged defects of the Company’s products only. (b) The Company shall not be liable to Affiliate for any
personal injury or property damage that may occur while Affiliate is on assignment, traveling to assignment or performing any the Services. (c) Services to be performed under this Agreement will be performed entirely at Affiliate’s risk. (d) Affiliate shall indemnify and hold harmless the Company for any and all liability or loss arising in any way out of his/her performance of this Agreement. 6) PHOTOGRAPHS AND VIDEOS. Affiliate grants Company permission and unrestricted right to use his/her name and likeness in photographs, videos, websites, testimonials and any of its publications without payment or any other consideration except as set forth herein. All photographs and videos of Affiliate during an appearance or performance of the Services or provided by Affiliate to the Company and any testimonials provided by Affiliate, shall be the property of the Company.  Affiliate expressly authorizes the Company and Company’s Affiliates to use such photographs, videos and testimonials in advertisements and promotional media without further compensation to Affiliate. Affiliate expressly waives his/her rights to ownership of all such photographs, videos
and testimonials and shall execute a written release upon the Company’s request. Affiliate irrevocably authorizes the Company to edit, alter, copy, exhibit, publish, and distribute any such photographs, videos, and testimonials. Affiliate expressly waives and releases any claims he/she has or may have in the future arising out of the Company’s and Affiliates use of his/her name or likeness in photographs, videos, websites testimonials and/or any publications.  For the avoidance of doubt, all intellectual property of whatever nature created by the Company in connection with its products shall remain with the Company and shall not be owned by Affiliate. 7) ASSIGNMENT. Affiliate shall not assign any part of this agreement or any of his/her obligations or rights hereunder as this is a personal service agreement on his/her part requiring his/her particular skills, knowledge and followers. The Company may assign its rights and obligations hereunder without the prior written consent of Affiliate as long as such assignee agrees in writing to be bound by the terms hereof. 8) MISCELLANEOUS. Each of the parties hereto represent that they are fully authorized to enter into this Agreement. Affiliate represents to the Company that he/she is authorized to perform the Services as set forth herein without restriction and will not be in breach or violation of any other agreement that Affiliate might have with any third party. Any dispute arising out of this Agreement shall be brought only in the state or federal courts located in Colorado.  THE PARTIES
HEREBY KNOWINGLY VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OR RELATING TO THIS AGREEMENT. 9) ADDITIONAL PROVISIONS. (a) This Agreement sets forth the entire understanding of the Parties with respect to the subject matter contained herein. (b) This Agreement shall not be varied, modified, supplemented or terminated except in writing. (c) This Agreement is made under and shall be construed and enforced in accordance with the laws of the State of Colorado applicable to agreements made and to be made and to be performed solely therein, without giving effect to the principles of conflict of law. (d) The rule of construction which allows a court to construe a document more strictly against its author shall not govern the interpretation of this agreement. (e) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the remaining provisions of this Agreement, all of which will remain in full force and effect. (f) This Agreement shall be
binding upon, inure to the benefit of and be enforceable by each of the Parties hereto and their respective heirs, executors, personal representatives, successors and assigns. (g) Nothing in this Agreement is intended to confer upon any person, other than the Parties hereto, any rights or remedies under or by reason of this Agreement. (h) Failure by any Party to complain of any
action, non-action or default of another shall not constitute a waiver of any aggrieved Party’s rights hereunder. Waiver by either Party of any right for any default of the other Party shall not constitute a waiver of any right for either a subsequent default of the same obligation or for any other default, past, present, or future.