These MLM Independent Contractor Terms and Conditions (these “Terms”) govern the relationship between 28 Wellness, Inc., a Delaware corporation (“28”), and the undersigned independent contractor (“Contractor” or “you”).

These Terms and the compensation and other terms set forth on the MLM Portal (the “Portal”) with respect to the Services (as defined below) (together, the "Agreement") are a binding contract and comprise the entire agreement between 28 and you with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict between these Terms and any term in the Portal, these Terms shall control to the extent of such conflict.

The Agreement takes effect upon 28 notifying you that it has accepted your application to be a Contractor.

By accepting a position with 28 as a Contractor, you agree to provide the Services on the terms and conditions of, and otherwise comply with, this Agreement.

As an independent contractor of 28, you will be an independent business person providing the Services. You understand that you are not an employee of 28. However, as a condition to engaging in the Services, you agree that your business activities will be conducted in compliance with this Agreement.

In consideration of your application and appointment as a Contractor, you acknowledge and agree as follows:

1.Services

1.1.  As a Contractor, you agree to provide the following services (the “Services”):

(A)  Promote 28 subscriptions to your networks (online or offline) and share your personal referral link or code provided by 28 to track commissions earned; and

(B)  Recruit additional ambassadors to 28 who will be in your downline.

1.2.  In providing the Services, you agree to comply with all policies of 28 in effect from time to time with respect to the Services, and of which you have been notified, including the MLM Compliance Policy and the Social Media Posting Policy.

2. Payment

2.1. As sole compensation for the Services, 28 will pay you commissions based on subscriptions using your personal referral link or code and subscriptions credited to ambassadors in your downline. Commissions will be tracked and paid through the Portal.

2.2. Any expenses incurred by you in connection with the Services shall be paid by you.
2.3. 28 shall have no obligation to make any payments unless you are in compliance with its covenants, agreements representations and warranties under this Agreement.

3. Term and Termination

3.1.  This Agreement will remain in effect until the relationship of the parties is terminated by either 28 or you. The relationship may be terminated as follows:

(A)  28 may terminate the Agreement upon written notice to you. If you are not in breach of the Agreement, 28 shall pay you for all Services rendered prior to the date of termination and not yet paid at the next regularly scheduled pay date. If you are in breach of the Agreement, you shall not be entitled to receive any unpaid amounts for Services rendered prior to the date of termination and not yet paid, which amount shall be kept by 28 and applied to offset 28’s damages related to such breach.

(B)  You may terminate the Agreement upon written notice to 28. As long as you are not in breach of the Agreement at the time of termination, 28 shall pay for all Services rendered prior to the date of termination and not yet paid at the next regularly scheduled pay date.

3.2.  Upon any expiration or termination of the Agreement for any reason, each party shall return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information (as hereinafter defined) or permanently erase all of the other party's Confidential Information from its computer systems.

4. You are an Independent Contractor

4.1.  It is understood and agreed that you are not an employee of 28 and you will act solely as an independent contractor under the Agreement, and nothing in the Agreement shall be construed to render you an employee of 28.

4.2.  You have no authority to, and shall not, bind, represent, or act as an agent of 28 for any purpose whatsoever.

4.3.  28 will record payments to you on, and provide to you, a Form 1099, and 28 will not withhold any state or federal employment taxes on your behalf. You agree to pay all such taxes in a timely manner and as prescribed by law.

4.4.  Without limiting the foregoing provisions of this Section 4, you will not be considered an employee for purposes of any 28 employee or employment policy or any employment benefit plan, or otherwise, nor will you be entitled to any benefits under any such policy or benefit plan.

5. Contractor Representations and Warranties

You hereby represent and warrant that:

5.1.  All information and data provided by you to 28 in order to obtain this Agreement or in response to 28’s requests for information and data are accurate, complete and current as of the date of your acceptance of this Agreement.

5.2.  To your knowledge, the performance of the Services by you and the use by 28 of any work product will not violate or in any way infringe upon or misappropriate the rights of any third party, including property, contractual, non-competition, employment, trade secrets, proprietary information and non-disclosure rights or any patent, copyright, trademark or other intellectual property rights.

5.3.  To your knowledge, the Services will be performed in accordance with all statutes, rules, regulations, ordinances or other law applicable to the Services and/or the Agreement.

6. Confidential Information

6.1.  You understand that you may be exposed to information about 28 Wellness's technology, advertising campaign, and marketing strategies, and ideas that may not have been disclosed to the public (collectively, the "Confidential Information"). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Services and hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than providing the Services. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for two years.

6.2.  You acknowledge that the disclosure or use of Confidential Information by you contrary to the terms of the Agreement will cause 28 irreparable harm, for which damages may not be adequate compensation and acknowledge that 28 may apply for equitable relief, including an injunction, in order to stop any breach or threatened breach by you of the Agreement. You are required to notify 28 immediately of any breach of your obligations under the Agreement which comes to your attention.

6.3.  The obligations of confidentiality hereunder shall not apply to any information that (a) is or becomes information in the public domain without any act or omission by you, (b) was in your possession free of any obligation of confidentiality before being disclosed to you by 28, or (c) was disclosed to you by a third party without breach by such third party of any obligation to keep such information confidential. You agree to disclose any information which you believe is qualified by the paragraph before acting upon it.

6.4.  A disclosure of any Confidential Information by you in response to a valid order by a court or other governmental body or as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that you shall provide prompt prior written notice thereof to 28 to enable 28 to seek a protective order or otherwise prevent such disclosure.

6.5.  You understand and acknowledge that the obligations of confidentiality and non-disclosure contained in the Agreement shall continue in full force and effect notwithstanding the termination of the Agreement.

7. Use of Your Name, Likeness, and Information

7.1. You hereby grant to 28, and each of our successors and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (collectively, "Likeness") during the Term in connection with the MLM Contractor program.

8. Security and Privacy

You agree and covenant to comply at all times with the 28 Privacy Policy and Terms of Use. You agree to notify 28 promptly in the event you learn of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any such resources or other Company property or materials by others.

9. Competition During the Term

During the term of the Agreement, you will not, directly or indirectly, on your own behalf or on behalf of others, provide any marketing or influencer-type services for any competitor of 28 in the following categories: wellness, fitness, cycle-syncing, or women’s health.

10. Non-disparagement

You agree and covenant that you will not at any time during the term of this Agreement and for five (5) years following the termination of this Agreement, publicly make, publish or communicate to any person or entity any defamatory or disparaging remarks, comments or statements concerning 28’s products or services, and existing and prospective customers, suppliers, investors and other associated third parties, or make any maliciously false statements about 28’s employees and officers.

11. Transfer and Assignment

You may not assign or transfer the Agreement or any rights or obligations hereunder. All statements, representations, warranties, covenants and agreements in the Agreement shall be binding on the parties, and shall inure to the benefit of any successors and/or permitted assigns of the parties.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL 28 BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE, EVEN IF 28 HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, IN NO EVENT WILL 28’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONTRACTOR PURSUANT TO THE AGREEMENT IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.Choice of Law; Dispute Resolution

13.1.  All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

13.2.  Any dispute, controversy, legal action or proceeding arising out of or relating to the Agreement (a “Dispute”) shall be settled by arbitration to be held in Miami, Florida in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such Dispute. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

13.3.  Notwithstanding the foregoing, each party agrees that, prior to taking any formal legal action against the other party with respect to a Dispute, it shall send written notice to the other party of the Dispute and the parties shall first attempt in good faith to resolve the Dispute by negotiation and consultation between themselves, including without limitation not fewer than three negotiation sessions involving a representative from each party with the authority to resolve the Dispute and a period of not less than 45 days. If, following such efforts the parties cannot resolve the Dispute, either party may then initiate arbitration. Notwithstanding the foregoing, nothing in this Section shall prevent each party’s right to seek injunctive relief in the event of the other party’s violation of Sections 6, 9, or 10 contained herein.

13.4.  Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to the Agreement or the transactions contemplated hereby. The prevailing party in any Dispute shall be entitled to recover his, her or its reasonable attorney’s fees and reasonable out-of-pocket expenses incurred in the prosecution or defense of claims in such dispute.

14. General Provisions

14.1.  Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to you at any physical or email address you provide to 28 and to 28 at 2121 Biscayne Blvd. #1028, Miami, Florida 33137 (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid).

14.2.  Amendment and Waiver. These Terms may be updated and amended from time to time by 28 and 28 shall provide you written notice of any such updates or amendments and their effective date.

14.3.  Non-Waiver of Breach. No failure by either party to declare a default due to any breach of any obligation under the Agreement by the other, nor failure by either party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any future breach.

14.4.  Severability. In the event that any provision or portion of the Agreement, with the exception of Sections 1 and 2, shall be determined to be invalid or unenforceable for any reason, the remaining provisions of the Agreement shall be unaffected thereby and shall remain in full force and effect.

14.5.  Entire Agreement. These Terms, together with the Portal, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Agreement.

14.6.  Binding Effect. The Agreement shall be binding upon and shall inure to the benefit of your transferees, successors and permitted assigns.

14.7.  Acknowledgement. You hereby acknowledge that you have had adequate opportunity to review, reflect upon and consider these Terms and this Agreement, and that you have been specifically advised that you may consult with counsel of your choosing regarding such terms and conditions. You further acknowledge that you fully understand and voluntarily accept these Terms and the compensation terms on the Portal.