PROMOTION AGREEMENT This Promotion Agreement (the "Agreement") is entered into as of date of offer acceptance at Upfluence Inc. (the "Effective Date"), by and between Healthy Nutrition Group LLC, a California limited liability company with a mailing address at PO Box 49, Venice, CA 90294 ("Company") and ("Blogger").WHEREAS, Company desires to engage Blogger for the promotion of its products, and Blogger desires to provide such promotional services, on the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Promotion Services. Blogger agrees to cooperate with the Company by receiving a fee of 25% of sales generated using Blogger's custom promo code featuring the Company's products ("Content"). 2. Intellectual Property Rights. Company shall have all intellectual property rights, including but not limited to copyright, trademark, and any other applicable intellectual property rights, in and to the Content. Company may use the Content for any lawful purpose, including, without limitation: a. Publication on social media platforms; b. Sponsored posts on social media; c. Publication on Company's websites; d. Use in digital communications, email, or text messages; e. Use in online advertising on social media platforms; f. Use in general online advertising (e.g., search, websites, digital ads, etc.); g. Combination with other content for any of the foregoing uses.Blogger shall cooperate with Company in executing any documents necessary to perfect or enforce such intellectual property rights.3. Mutual Confidentiality.3.1 Confidential Information. During the term of this Agreement, both parties may have access to and acquire certain non-public and/or proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans, and any other information, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as "confidential" or "proprietary" or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.3.2 Non-disclosure and Non-use. Both parties agree to hold each other's Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use, including, but not limited to, disclosing Confidential Information only to their employees or consultants on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Each party agrees not to use the other party's Confidential Information for any purpose other than in the performance of its obligations under this Agreement.3.3 Exceptions. The obligations of each party set forth in this Section shall not apply to any information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving party's possession without any obligation of confidentiality prior to its disclosure by the disclosing party; (iii) is independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.3.4 Return or Destruction. Upon the termination or expiration of this Agreement or at the request of the disclosing party, the receiving party shall promptly return or, at the disclosing party's option, destroy all copies of the disclosing party's Confidential Information in its possession or control, and an officer of the receiving party shall certify in writing that it has complied with this requirement.3.5 Survival. The obligations of each party under this Section shall survive the termination or expiration of this Agreement for a period of five (5) years, except for Confidential Information that constitutes a trade secret under applicable law, in which case the confidentiality obligations shall continue for as long as such information remains a trade secret under applicable law.4. Non-disparagement. Each party agrees not to make any negative or disparaging statements, whether oral or written, about the other party during the term of this Agreement and for a period of one (1) year following its termination. This obligation includes, but is not limited to, making negative or disparaging statements on social media, in interviews, or in any other public forum.5. Indemnity. Blogger agrees to indemnify, defend, and hold harmless Company from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to the Content, including but not limited to any claims of infringement of third-party intellectual property rights or violation of any applicable laws or regulations. Blogger represents and warrants that the Content will not infringe upon any third-party rights, including but not limited to copyright, trademark, and any other applicable intellectual property rights.6. Governing Law and Arbitration.6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of California.6.2 Arbitration. Any dispute arising out of or in connection with this Agreement shall be finally and exclusively resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be based on the submission of documents, and there shall be no in-person or oral hearing. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.7. Term and Termination.7.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue untilterminated as provided herein.7.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, upon sixty days' prior written notice to the other Party.7.3 Termination for Breach. Either Party may terminate this Agreement in the event of a material breach of this Agreement by the other Party, if such breach remains uncured for ten days following written notice of such breach from the non-breaching Party.7.4 Effect of Termination. Upon termination of this Agreement, the Parties shall: (a) Cease all use of the other Party's Intellectual Property and Confidential Information; (b) Return or destroy, at the other Party's option, the other Party's Confidential Information; (c) Remove references to the collaboration from websites and social media accounts; (d) Settle outstanding payments and commissions; (e) Provide any undelivered Content; and (f) Complete necessary actions to wind up the collaboration and protect both Parties' interests.7.5 Survival. Sections that should by their nature survive termination or expiration, including, without limitation, intellectual property rights, confidentiality, indemnification, payment, governing law and arbitration, shall survive.8. No Warranties. The Parties acknowledge and agree that neither Party makes any warranties or representations, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising out of course of dealing or usage of trade. Each Party expressly disclaims any representation or warranty that the promotion services or any products, services, or materials provided hereunder will meet the other Party's requirements or expectations, or that the operation of the promotion services or any products, services, or materials provided hereunder will be uninterrupted or error-free. Neither Party makes any warranty or representation as to the profits that may be derived from the promotion services, and each Party acknowledges that the success of the promotion services depends on a variety of factors, many of which are beyond the control of the Parties.9. Limitation of Liability. To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party or any third party for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, lost profits or business interruption, arising out of or related to this Agreement or the promotion services, even if such Party has been advised of the possibility of such damages. In no event shall either Party's total liability arising out of or related to this Agreement or the promotion services exceed the total amount of fees paid or payable to such Party under this Agreement. The foregoing limitations of liability shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive the termination of this Agreement. The Parties acknowledge and agree that the limitations of liability set forth in this Section reflect the allocation of risk between the Parties and that the Parties would not enter into this Agreement without these limitations of liability.10. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, relating to the subject matter. This Agreement may be amended only by a written instrument signed by both parties.11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.12. Waiver. No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy.13. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (i) when personally delivered, (ii) when sent by email with confirmation of receipt, or (iii) three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the address of the party set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in any format, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.15.Prevailing Language. This Agreement is drafted in the English language. Any translation of this Agreement into another language is for convenience purposes only, and the English version shall control in the event of any inconsistency or conflict between the translated version and the English version. All communications and documents related to this Agreement shall be in the English language, unless otherwise agreed to by the parties in writing.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
