GYM PLUS COFFEE LTD
AFFILIATE AGREEMENT

This 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 Gym Plus Coffee Ltd (“G+C”), with an address of Molyneux House, 67-69 Bride St, Dublin 8, D08 C8CN and the affiliate identified below (“Independent Affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

The G+C Affiliate Program. Independent Affiliate agrees to provide to G+C under the terms and conditions of this Agreement, services (the “Services”) in connection with G+C'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 G+C brand and G+C products on Independent Affiliate dedicated Verb Web page (the “Affiliate Page”) and on Affiliate's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube, TikTok Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Affiliate agrees to:

Devote such of his/her 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, in 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 but G+C 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 “G+C Materials”).
Will be responsible for (i) creating and editing the Content and (ii) posting such Content on the Affiliate Social Channels. G+C has the right to request the removal of any G+C related 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 G+C (or any of its affiliates or related entities), and shall have no authority to bind G+C (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Influencer agrees that they will not: (i)

Make any derogatory statements about G+C and/or G+C products
Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Affiliate Page to third-party websites
Resell or distribute any G+C products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate Page
Promote G+C products, the G+C brand, or the Program and/or the Affiliate Page via any paid media channels
Promote G+C products, the G+C brand, the G+C and/or the Affiliate Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
Engage in any fraudulent transactions, as reasonably determined by G+C, including without limitation making transactions from Affiliate's IP addresses or computers under Influencer's control.

Compensation.

In consideration for the Services, G+C will pay to Independent Affiliate a percentage of the Net Revenue (as defined below) collected by G+C in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by G+C 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 G+C product(s) via the Affiliate Page that are made by a method of payment accepted by G+C. 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 G+C using its standard methodologies. G+C will pay Independent Affiliate its Commission on the 28th day of each month. Commissions due hereunder will be made by G+C 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 G+C for purposes of receiving the payments set forth herein. G+C is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by G+C, including without limitation any transactions originating from Influencer 's IP addresses or computers under Influencer's control.

Confidentiality.

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning G+C's business technology, business relationships or financial affairs which G+C 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, personnel data. Confidential Information also includes information received in confidence by G+C from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations.
Independent Affiliate will not, at any time, without G+C 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of G+C, 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 G+C. Independent Affiliate will co-operate with G+C and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Affiliate will deliver to G+C all copies of Confidential Information in Independent Affiliate's possession or control upon the earlier of a request by G+C or termination of this Agreement for any reason.
Information of Third Parties. Independent Affiliate understands that G+C is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require G+C 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 G+C 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 that portrays Independent Affiliate’s face, body and voice (the “Restricted Materials”), Verb shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.

Other Developments.

Independent Affiliate hereby grants to G+C and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, 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 G+C in connection with the Program or (ii) otherwise created by Independent Affiliate in connection with the Services, (collectively, the “Other Developments”)

G+C Materials and Trademark.

Except for Independent Affiliate's limited right to use the G+C Materials solely in connection with performing the Services, G+C retains all right title and interest in the G+C Materials, including all related intellectual property rights. G+C hereby grants to Independent Affiliate, a limited, non-exclusive, non-transferable license to use and display G+C'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 G+Cs quality standards and trademark guidelines, which may be provided by G+C to Independent Affiliate from time to time.
Will solely inure to the benefit of G+C. 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 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 G+C products, the G+C 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, Independent Affiliate may link certain of his or her Social Channels to the Influencer Page. If Independent Influence so elects, G+C may link to, and stream content from such Social Channels on its websites, social media channels and in other G+C 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 G+C Materials;
The Content and Other Developments are Independent Affiliate's original work
Use of the Content and Other Developments by G+C 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 G+C 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 G+C, 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; 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. G+C may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer 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 G+C, 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 G+C, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “G+C 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 G+C PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH G+C 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 G+C PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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.


Commission Appendix

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

Commission Percentage
7% of Net Revenue 

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