THIS BIOLYTE IV LEAGUE AGREEMENT (“Agreement”) is made between RallyBrands, LLC d/b/a BIOLYTE, a Georgia limited liability company  (the “Company”), and all Refersion Affiliates accepted into the "IV League" Offer (the “BIOLYTE Affiliate”).  The Company and the BIOLYTE Affiliate may each be referred to as a “Party” and collectively as the “Parties.”

WHEREAS,  the Company desires to obtain the herein described promotional and marketing services from the BIOLYTE Affiliate;

WHEREAS, the BIOLYTE Affiliate agrees to provide the herein described promotional and marketing services, including but not limited to, serving as a brand ambassador for the Company and being active as an influencer and actively participating in social media and advertising campaigns across various social applications. All affiliates must be 18 years or older.

WHEREAS, the Company is in the business of promoting, marketing and selling hydration drinks (the “Products”), including under the brands “BIOLYTE” and “IV In a Bottle” (the “Brands”).

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.         Scope of Services and BIOLYTE Affiliate’s Responsibilities. 

            (a)        The Company hereby retains the BIOLYTE Affiliate to perform for the Company, and the BIOLYTE Affiliate hereby agrees to perform for the Company, the promotional and marketing services (the “Services”) set forth in Exhibit A to this Agreement (the “Best Practices Guidelines”).  The BIOLYTE Affiliate agrees to perform the Services in strict compliance with the Company’s Brand Guidelines and Marketing Playbook in this Agreement (the “Marketing Guidelines”).  The BIOLYTE Affiliate shall not perform Services outside of the scope the Best Practices Guidelines or the Marketing Guidelines unless expressly approved by the Company in writing. Any questions should be directed to [email protected]

            (b)        The BIOLYTE Affiliate agrees to use best efforts to provide the Services to Company in accordance with the terms of this Agreement and the exhibits attached hereto. The BIOLYTE Affiliate further agrees to provide the Services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in in-person events, promotional social media and various marketing campaigns of equivalent value and for similar products or services.

            (c)        The BIOLYTE Affiliate shall deliver the agreed upon number of posts and/or other relevant content set forth in the Best Practices Guidelines on the platforms set forth herein or otherwise agreed to by the Parties. BIOLYRE recommends that the BIOLYTE Affiliate complete 2 posts on social media per month in order to meet the minimum requirement for continued support. The Services provided by the BIOLYTE Affiliate shall comply with the terms and conditions of the applicable platforms. 

            (d)        The BIOLYTE Affiliate shall submit content to the Company for approval in accordance with the Best Practices Guidelines.  The Company shall use commercially reasonable efforts to promptly approve, reject or modify content submitted to the Company.  No content submitted to the Company may be posted or otherwise released unless or until approved by the Company in writing.  

2.         Time is of the Essence. The BIOLYTE Affiliate hereby understands and acknowledges that time is of the essence with respect to the BIOLYTE Affiliate’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required.

3.         Consideration and Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Company (as determined by the Company), the BIOLYTE Affilliate shall be compensated as follows:

·       The BIOLYTE affiliate will receive a case of BIOLYTE for every 10 visitors they drive to the drinkbiolyte.com website through their affiliate link. The BIOLYTE affiliate will earn a 10% commission on all attributed sales in the form of a gift card to the BIOLYTE online store 

·       The BIOLYTE Affiliate will be eligible to receive additional product for events, giveaways, games, and other opportunities if approved by the Company or its representatives.

·       The BIOLYTE affiliate will be eligible to receive additional swag materials in the discretion of the Company or its representatives.

4.         Content Requirements.

            (a)        The BIOLYTE Affiliate agrees to create original content that is honest and factual.  The BIOLYTE Affiliate shall ensure that all content and posts in all respects complies with the Best Practices Guidelines.  The content, subject to any approvals required in accordance with the Best Practices Guidelines, shall be shared by the BIOLYTE Affiliate to their social media accounts, including but not limited to, YouTube, Facebook, Twitter, Instagram, Tiktok, Snapchat, Byte, Tumblr, Vine, Google+, Blogs and Pinterest.

            (b)        The Company may request the BIOLYTE Affiliate to incorporate hashtags, links, titles, or other relevant information with respect to the content being uploaded or published.  The content must be in compliance with the terms and conditions of the social media platforms on which the content is uploaded or posted.

5.         Compliance with FTC Guidelines and Material Disclosures. The BIOLYTE Affiliate agrees that when publishing content, such as posts, statuses, or anything of the like, that the BIOLYTE Affiliate must visibly disclose the BIOLYTE Affiliate's “material connection” with the Company. The BIOLYTE Affiliate agrees to comply with the rules, regulations and guidelines set forth by the Federal Trade Commission (FTC), including disclosures regarding the fact that the BIOLYTE Affiliate was provided consideration and free products.  The disclosure should be clear and conspicuous and made within close proximity to any statements the BIOLYTE Affiliate makes about the Company or the Products. Such disclosures are required irrespective of any space or character limitations of a medium, where the disclosure can be made via Hashtags. For example, on Twitter, #sponsored. The BIOLYTE Affiliate understands and agrees that the BIOLYTE Affiliate shall make only honest and factual statements and representations about the Company or the Products that the BIOLYTE Affiliate knows with confidence are truthful and can be verified. 

6.         Intellectual Property.  

(a)        The BIOLYTE Affiliate agrees that original works of authorship fixed in any tangible or intangible form, prepared by the BIOLYTE Affiliate, solely or jointly with others, within the scope of this Agreement shall be deemed to be “work for hire” (as defined in the United Stated Copyright Act, 17 U.S.C. 101 et seq.) and shall be the exclusive property of the Company.  The BIOLYTE Affiliate, with respect to any other content or materials, in whatever form, prepared by the BIOLYTE Affiliate, solely or jointly with others, within the scope of this Agreement, hereby irrevocably and unconditionally assigns to the Company the BIOLYTE Affiliate’s entire right, title and interest (including trade secrets, patents and copyrights) in such content and materials and agrees to execute and deliver such instruments required to effectively transfer and assign to the Company all such rights, title and interest.

            (b)        The BIOLYTE Affiliate hereby grants to the Company a non-exclusive, royalty free and perpetual right and license to use the BIOLYTE Affiliate’s name, image, screenname(s) and handles in connection with the content provided by the BIOLYTE Affiliate under this Agreement (i) on the Company’s and its brand affiliates’ websites, (ii) in the Company’s and its brand affiliates’ social media content on social media platforms and digital platforms and (iii) in the Company’s and its brand affiliates’ promotional and advertising activities.

(c)        The Company hereby grants to the BIOLYTE Affiliate a limited, non-exclusive, royalty free license, during the term of this Agreement, to display the Company’s trademarks in connection with content created by the BIOLYTE Affiliate in compliance with this Agreement, the Best Practice Guidelines and Marketing Guidelines.  The BIOLYTE Affiliate acknowledges and agrees that the Company shall have the right to at any time terminate this license, in whole or in part.  Upon any such termination, the BIOLYTE Affiliate, in accordance with instructions from the Company, agrees to immediately remove or take down any content using Company trademarks or Company or Product identifiers.

7.         Confidentiality. Throughout the duration of this Agreement, it may be necessary for the BIOLYTE Affiliate to have access to the Company’s confidential and protected information for the sole purpose of performing the Services.  The BIOLYTE Affiliate is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Company. The BIOLYTE Affiliate’s obligation of confidentiality will survive the termination of this Agreement and stay in place indefinitely. Upon the termination of this Agreement, the BIOLYTE Affiliate agrees to return to the Company any and all confidential information that is the property of the Company.  Further, the BIOLYTE Affiliate shall promptly return to the Company all copies, whether in written, electronic, or other form or media, of the Company’s confidential information, or destroy all such copies and certify in writing to the Company that such confidential information has been destroyed. In addition, the BIOLYTE Affiliate shall also destroy all copies of any notes or wirtings created by the BIOLYTE Affiliate and certify in writing to the Company that such copies have been destroyed.

8.         No Exclusivity. The Parties understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar agreements with other parties, unless otherwise stipulated in writing and agreed to by the Parties.

9.         Equipment. The BIOLYTE Affiliate, at their own expense, shall furnish their own equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the Parties. 

10.       Independent Contractor. The Company and the BIOLYTE Affiliate expressly agree and understand that the BIOLYTE Affiliate is a contractor hired by the Company and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.  Accordingly, the BIOLYTE Affiliate is not eligible for any benefits, including, but not limited to, health insurance, retirement plans or stock option plans. The BIOLYTE Affiliate is not the agent of the Company and is not authorized and shall not have the power or authority to bind the Company or incur any liability or obligation, or act on behalf of the Company. Except as otherwise required by law, the Company shall not withhold any sums or payments made to the BIOLYTE Affiliate for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the BIOLYTE Affiliate’s responsibility. The BIOLYTE Affiliate further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws. The BIOLYTE Affiliate is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. 

11.       Compliance.  The BIOLYTE Affiliate acknowledges that this Agreement has not been provided by the Company to any school, college, university, sports or other organization or any sports or other regulatory or governing organization or body (collectively, a “Governing Body”) for approval or a determination that this Agreement complies with any rules, regulations or policies issued by any applicable Governing Body.  Accordingly, the BIOLYTE Affiliate acknowledges and agrees that it is the BIOLYTE Affiliate’s sole and exclusive responsibility to ensure that the BIOLYTE Affiliate’s entering into this Agreement does not violate the rules, regulations or polices of any Governing Body applicable to or having jurisdiction over the BIOLYTE Affiliate.

12.       Termination. This Agreement may be terminated (a) at any time by the mutual agreement between the Parties or (b) by either Party upon one business days written notice to the other Party.  The Company agrees to pay any undisputed outstanding balances within seven days of termination.

13.       Entire Agreement.  This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.  

14.       Notices.  All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its email address set forth below (or to such other email address that the receiving Party may designate from time to time in accordance with this Section).  All notices must be delivered by electronic mail.  

15.       Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.       Amendment.  No amendment to this Agreement or modification of the terms and conditions hereof shall be effective unless it is in writing and signed by an authorized representative of each Party.

17.       Waiver.  No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18.       Assignment.  The BIOLYTE Affiliate shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company.

19.       Cumulative Remedies.  All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.  NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY HAVE AN OBLIGATION OR LIABILITY FOR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

20.       Successor and Assigns.  This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

21.       No Third-Party Beneficiaries.  This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

22.       Choice of Law.  This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Georgia, without regard to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia.

23.       Jurisdiction; Venue.  Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the courts of the State of Georgia.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Georgia.  Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

24.       Counterparts.  This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.  A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

25.       Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. 

26.       No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar). 

27.       Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.