PROZE Influencer Agreement (Non – Exclusive)

This is an agreement (“Agreement”) dated upon the Proposal submission date in PROZE Influencer Portal (“Effective Date”) between the undersigned Influencer (“Influencer”) and Proline Performance Nutrition, LLC dba PROZE, (“PROZE”) regarding certain photographic, video or other content either created for or purchased by PROZE in which Influencer appears in such work, hereinafter referred to as the “Work”.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

1) Ownership and Right to Use.

A. PROZE owns and shall remain the sole and exclusive owner of all right, title, and interest in and to the trade names, trademarks, service marks, and logos specified by PROZE (collectively, the “PROZE Marks”) and all goods and services bearing or associated with the PROZE Marks (collectively, the “PROZE Products”). During the Project Assignment’s Term only, PROZE licenses to Influencer the non-exclusive right to use the PROZE Marks solely in connection with Influencer’s performance of the Services and the Work produced from such Services.

B. Influencer owns and shall remain the sole and exclusive owner of all right, title, and interest in and to Influencer’s name, image, likeness, voice, rights of publicity and indicia of identity (collectively, “Influencer’s Identity”) and the trade names, trademarks, service marks and logos of Influencer (collectively, the “Influencer Marks”). During the Project Assignment’s Term only, Influencer licenses to PROZE the non-exclusive right to use Influencer’s Identity and Influencer’s Marks via all of PROZE’s owned and operated social, websites, and other online channels. Notwithstanding the foregoing, Influencer understands and agrees that, due to their unique nature, digital and online uses will be shared/exposed on the social networks for indefinite time, both during and after the Term. After the expiration of the Term, PROZE shall not be obligated to remove any content unless requested to do so in writing by Influencer, upon which PROZE shall only be obligated to take reasonable measures to remove the content from social media accounts within PROZE’s control. In addition, Influencer is aware and agrees that all content produced in connection with the Services may be spontaneously shared by third parties, particularly in online and social networks. Consequently, photos, videos, and other content that were produced as part of the Services may remain present in other digital channels, under the domain of third parties, for an indefinite period, regardless of the parties will, due to the sharing effect.

2) Influencer Representations.

Influencer represents, warrants, and covenants that (i) Influencer will not violate any applicable laws, regulations, rules or third party’s rights when performing under the Agreement, (ii) Influencer will comply with PROZE’s standards of conduct for endorsers, a copy of which is appended hereto as Exhibit A, and all other marketing guidelines supplied by PROZE, (iii) Influencer will cooperate with PROZE to correct any violation of Sections 3(i) or 3(ii) and authorizes PROZE to implement, in its discretion, corrective measures it deems appropriate, and (iv) Influencer will not act grossly negligent or participate in intentionally tortious conduct when performing under this Agreement.

3) Indemnities.

Influencer shall indemnify and hold PROZE and its directors, officers, employees, and other representatives (collectively, “Indemnitees”) harmless from and against any and all third party claims, out of pocket costs, and expenses, including reasonable outside attorneys’ fees, which Indemnitees may incur as a result of or in connection with Influencer’s breach of this Agreement, including Influencer’s representations, warranties, and covenants in Section 2 above. PROZE shall indemnify and hold Influencer and its employees and representatives harmless from and against any (i) product liability claims arising from PROZE Products, (ii) damages caused by the distribution of any Work other than as specifically set forth herein, and (iii) damages caused by the breach of this Agreement by PROZE, provided in each instance PROZE shall have the sole and exclusive right with counsel of its choosing to conduct the defense of or to settle any such claim.

4) Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY (INCLUDING ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITY, EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE TYPE OF CLAIM ASSERTED, THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR PROZE’S USE OF THE WORK SHALL NOT EXCEED 2X THE AMOUNT PAID OR PAYABLE TO INFLUENCER BY PROZE WITHIN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.

5) Term and Termination.

A. Term. This Agreement will commence as of the Effective Date and will remain in effect until terminated by either Party.

B. Termination for Cause. Either Party may terminate this Agreement in the event the other Party has materially breached the Agreement.

C. Termination without Cause. Either Party may terminate this Agreement for any reason or for no reason by giving at least fifteen (15) days’ notice to the other party. The notice shall state the termination date, and the period between the giving of notice and the termination date shall be the “Notice Period.” Immediately upon the giving of notice, the parties will discuss in good faith the continuation by Influencer during the Notice Period of any Services that have not been completed. Unless PROZE agrees, Influencer shall not perform any Services during the Notice Period. PROZE will not be liable for payment of any fee related to Services performed during the Notice Period that have not been pre-approved in writing by PROZE.

E. Effect of Termination. Upon termination of this, PROZE will pay Influencer any unpaid fees which have accrued as of the termination date for completed, delivered and approved Work. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, including without limitation representations, warranties, and indemnification obligations, will survive any such termination or expiration. For the sake of clarity, in the event this Agreement is terminated for any reason other than the material, uncured breach of this Agreement by Influencer, PROZE shall pay Influencer the full compensation set forth in the applicable Project Assignment.

6. Independent Contractor.

Influencer’s relationship with PROZE is that of an independent contractor, and nothing in this Agreement is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship between PROZE and Influencer and/or, if applicable, any of Influencer’s employees or agents.

7. General.

This Agreement will be governed by and construed in accordance with the laws of the State of Arizona, excluding any conflict of law provisions that would require the application of the laws of any other jurisdiction. Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in Phoenix, Arizona. Each Party irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued by, any such court. Notwithstanding the foregoing, either Party may bring an action or suit seeking injunctive relief to protect its intellectual property rights in any court having jurisdiction. This Agreement sets forth the entire agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties as to the subject matter of the Agreement. Any terms in any pre- printed document that add to, conflict with, or contradict, any provisions in this Agreement will have no legal effect. Influencer may not assign or transfer, by operation of law or otherwise, any of its rights or delegate any of its duties under this Agreement to any third party without PROZE’s prior written consent. Any attempted assignment, transfer, or delegation in violation of the foregoing will be null and void. This Agreement may not be modified except by a written instrument signed by both Parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement shall be found to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement shall remain in full force and effect.

8. Authority to Sign.

Influencer represents and warrants that the person signing below has all necessary authorizations and authority to enter into this Agreement on Influencer’s behalf. Notwithstanding the foregoing, PROZE reserves the right to require Influencer to sign on Influencer’s own behalf and to reject any agreement that is not signed by Influencer (for example, a Project Agreement signed by an agency).

BY SUBMITTING A PROPOSAL BOTH PARTIES AGREE TO THE TERMS AND CONDITIONS OF THE FOREGOING INFLUENCER CONSENT AGREEMENT AS OF THE SUBMISSION DATE.