Bioearth, LLC d.b.a Vigor Labs.

INDEPENDENT AMBASSADOR AGREEMENT

This Independent Ambassador 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 Bioearth, LLC (“Vigor Labs”), with an address of 1430 South Dixie Highway, Suite 105-1074, Coral Gables, FL 33146, United States and the Ambassador identified below (“Independent Ambassador” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

The Independent Ambassador Program.  Independent Ambassador agrees to provide to Vigor Labs under the terms and conditions of this Agreement, services (the “Services”) in connection with Vigor Labs's Independent Ambassador Program (the “Program”). As part of the Services, Independent Ambassador will generate and post content (including, without limitation, text, videos, and images) regarding Vigor Labs brands and Vigor Labs products on Independent Ambassador’s dedicated Vigor Labs Web page (the “Ambassador Page”), Web blogs, and on Ambassador's Only Fans, Instagram, Instagram Story, Instagram Reels, Twitter, Facebook, YouTube and/or TikTok (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Ambassador 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 Vigor Labs may provide to Independent Ambassador certain informational materials to facilitate the creation of Independent Ambassador's created content to his/her Ambassador Page and/or Social Channels (such templates and other materials are collectively referred to as the “Vigor Labs Materials”).

Be responsible for (i) creating and editing the Content and (ii) either emailing to Vigor Labs such Content to upload to the Ambassador Page or posting such Content on the Social Channels. All such Content that is uploaded to the Ambassador Page will be posted to the Ambassador Page subject to prior review by Vigor Labs.  Vigor Labs has the right to remove any Content from the Ambassador Page.

It is understood and agreed that Independent Ambassador will be an independent contractor, is not and will not be considered an agent or employee of Vigor Labs (or any of its affiliates or related entities), and shall have no authority to bind Vigor Labs (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Ambassador agrees that they will not: 

Make any derogatory statements about Vigor Labs and/or Vigor Labs products

Link to any third-party websites, other than the Social Channels, on the Ambassador Page or otherwise redirect visitors of the Ambassador Page to third-party websites

Resell or distribute any Vigor Labs products, including those received for free or as samples or gifts, for commercial purposes, other than via the Ambassador Page

Promote Vigor Labs products, the Vigor Labs brand, the Program and/or the Ambassador Page via any website, media, social media, or electronic presence or resource that may be considered offensive, or discriminatory.

Engage in any fraudulent transactions, as reasonably determined by Vigor Labs, including without limitation making transactions from Ambassador's IP addresses or computers under Ambassador's control.

Compensation.

In consideration for the Services, Vigor Labs will pay to Independent Ambassador a percentage of the Net Revenue (as defined below) collected by Vigor Labs in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Vigor Labs 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 Vigor Labs product(s) via the Ambassador Page that are made by a method of payment accepted by Vigor Labs. The Commission is also only paid to Independent Ambassador 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 Vigor Labs using its standard methodologies.  Vigor Labs will pay Independent Ambassador its Commission each month. 

Commissions due hereunder will be made by Vigor Labs to Independent Ambassador through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Ambassador is solely responsible for creating and maintaining a Payment Processor account and communicating such account information to Vigor Labs for purposes of receiving the payments set forth herein.  Vigor Labs is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Vigor Labs, including without limitation any transactions originating from Ambassador 's IP addresses or computers under Ambassador's control.

Confidentiality.

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Vigor Labs' business technology, business relationships or financial affairs which Vigor Labs 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 Vigor Labs from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Independent Ambassador will not, at any time, without Vigor Labs' prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Vigor Labs, 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 Vigor Labs. Independent Ambassador will cooperate with Vigor Labs and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information.  Independent Ambassador will deliver to Vigor Labs all copies of Confidential Information in Independent Ambassador's possession or control upon the earlier of a request by Vigor Labs or termination of this Agreement for any reason.

Information of Third Parties. Independent Ambassador understands that Vigor Labs is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Vigor Labs to protect or refrain from use of Confidential Information. Independent Ambassador agrees to be bound by the terms of such agreements in the event Independent Ambassador has access to such Confidential Information.

Intellectual Property Rights.

Content License.

Independent Ambassador hereby grants to Vigor Labs 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 Ambassador in section 2 hereof.

Independent Ambassador shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Ambassador’s promotional purposes, in any and all media now known or hereafter developed.

Other Developments.

Independent Ambassador hereby grants to Vigor Labs 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 Vigor Labs in connection with the Program or (ii) otherwise created by Independent Ambassador in connection with the Services, (collectively, the “Other Developments”)

Vigor Labs Materials and Trademark.

Except for Independent Ambassador's limited right to use the Vigor Labs Materials solely in connection with performing the Services, Vigor Labs retains all right title and interest in the Vigor Labs Materials, including all related intellectual property rights. Vigor Labs hereby grants to Independent Ambassador, a limited, non-exclusive, non-transferable license to use and display Vigor Labs’ name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Ambassador agrees that any use of the Marks:

Will comply with Vigor Labs' quality standards and trademark guidelines, which may be provided by Vigor Labs to Independent Ambassador from time to time.

Will solely inure to the benefit of Vigor Labs. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Ambassador does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Ambassador 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 Ambassador 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 Ambassador's provision of the Services hereunder. Independent Ambassador 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 Vigor Labs products, the Vigor Labs brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Independent Ambassador Social Channels.

In connection with performing the Services, Independent Ambassador may link certain of his or her Social Channels to the Ambassador Page. If Independent Influence so elects, Vigor Labs may link to, and stream content from such Social Channels on its websites, social media channels and in other Vigor Labs advertising and promotional materials.

Representations and Warranties.

Independent Ambassador 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 Vigor Labs Materials.

The Content and Other Developments are Independent Ambassador' s original work

Use of the Content and Other Developments by Vigor Labs 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 Ambassador

Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Vigor Labs 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 Ambassador shall indemnify and hold Vigor Labs, 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 Ambassador'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, Ambassador 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 Ambassador 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. Vigor Labs 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 Ambassador refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.  

Independent Contractor; No Agency.

Independent Ambassador is not and shall not be deemed an employee, agent, joint venture, or partner of Vigor Labs, 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 VIGOR LABS, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “VIGOR LABS 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 VIGOR LABS PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH VIGOR LABS 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 VIGOR LABS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Governing Law, Jurisdiction and Venue.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Florida. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Florida.

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.

Equitable Relief.

Independent Ambassador and Vigor Labs agree that it would be impossible or inadequate to measure and calculate Vigor Labs's damages from any breach by Independent Ambassador of this Agreement. Accordingly, Independent Ambassador and Vigor Labs agree that if Independent Ambassador breaches this Agreement; Vigor Labs will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance.  Independent Ambassador and Vigor Labs further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Ambassador and Vigor Labs, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

Miscellaneous.

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.  Failure of Vigor Labs to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.  No waiver shall be effective against Vigor Labs unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Vigor Labs and Independent Ambassador, this Agreement constitutes the entire agreement between Independent Ambassador and Vigor Labs with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Ambassador without the express written consent of Vigor Labs. Vigor Labs may assign any or all of its rights and obligations under this Agreement without Independent Ambassador's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Vigor Labs's assets or capital stock.  Any attempted assignment, delegation, or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

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Commission Appendix

For Qualifying Orders in a calendar month, Vigor Labs will pay to Independent Ambassador commission payments of 20% of Net Revenue, with the exception that Vigor Labs could have promos that could go to higher percentages as incentive, all details of such promos to be at Vigor Labs's sole discretion and communicated to Independent Ambassador in due time:

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