PRODIGY PERFORMANCE SUPPLEMENTS.
INDEPENDENT INFLUENCER/AMBASSADOR AGREEMENT

This Independent Influencer 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 Prodigy Performance Supplements ("Prodigy"), with an address of 304 Inverness Way South, TL 15, Englewood, CO 80112, United States and the influencer identified below (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

1. Services.
   
   Independent Ambassador agrees to provide to Prodigy under the terms and conditions of this Agreement, services (the “Services”) in connection with Prodigy’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 Prodigy brand and Prodigy products on Independent Ambassador’s dedicated Prodigy web page (the “Ambassador’s Page”) and on Independent Ambassador’s Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales. 
   

   With respect to the Content and Services, Independent Ambassador agrees to:

   1. Devote such of his/her time, resources, and best efforts to the Services as is reasonably necessary to perform the Services in a professional and diligent manner; 
   2. Comply with all laws and regulations applicable to the Services; 
   3. Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved; 
   4. Use the Content only in connection with providing the Services;
   5. Provide and utilize his/her own equipment, tools and other resources in performing the Services but Prodigy will provide to Independent Ambassador certain informational materials to facilitate the creation of Independent Ambassador's created content to his/her Ambassador’s Page and/or Social Channels (such templates and other materials are collectively referred to as the “Prodigy Materials”); and  
   6. Be responsible for (i) creating and editing the Content and (ii) either emailing to Prodigy such Content to upload to the Ambassador’s Page or posting such Content on the Social Channels. All such Content that is uploaded to the Ambassador’s Page will be posted to the Ambassador’s Page subject to prior review by Prodigy. Prodigy has the right to remove any Content from the Ambassador’s Page. 
      
      
2. Independent Contractor.
   
   The parties agree that Independent Ambassador will be an independent contractor, is not and will not be considered an agent or employee of Prodigy (or any of its affiliates or related entities), and shall have no authority to bind Prodigy (or its affiliates or related entities) by contract or otherwise.  Independent Ambassador understands that Independent Contractor is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Prodigy.  Prodigy shall not obtain workers’ compensation insurance on behalf of Independent Ambassador.  Prodigy shall make no state or federal unemployment compensation payments on behalf of Independent Ambassador, and Independent Ambassador shall not be entitled to any unemployment benefits in connection with performing this Agreement.  
   
   
3. Restrictions.
   
   Independent Ambassador agrees that they will not:
   1. Link to any third-party websites, other than the Social Channels, on the Ambassador’s Page or otherwise redirect visitors of the Ambassador’s Page to third-party websites;
   2. Resell or distribute any Prodigy products, including those received for free or as gifts, for commercial purposes, other than via the Ambassador’s Page;
   3. Promote Prodigy products, the Prodigy brand, or the Program and/or the Ambassador’s Page via any paid media channels;
   4. Promote Prodigy products, the Prodigy brand, the Program and/or the Ambassador’s Page via any website, media, social media, or electronic presence or resource that may in Prodigy’s sole reasonable determination be considered pornographic, lewd, offensive, or discriminate;
   5. Engage in any fraudulent transactions, as reasonably determined by Prodigy, including without limitation making transactions from Independent Ambassador’s IP addresses or computers under Ambassador’s control.
      
      
4. Compensation.
   
   In consideration for the Services, Prodigy will pay to Independent Ambassador a percentage of the Net Revenue (as defined below) collected by Prodigy in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Prodigy 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 Prodigy product(s) via the Ambassador’s Page that are made by a method of payment accepted by Prodigy. 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 Prodigy using its standard accounting practices. Prodigy will pay Independent Ambassador its Commission on the 15th day of each month. Commissions due hereunder will be made by Prodigy 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 Prodigy for purposes of receiving the payments set forth herein. Prodigy is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Prodigy, including without limitation any transactions originating from Independent Ambassador’s IP addresses or computers under Independent Ambassador’s control.
   
   
5. Confidentiality.
   

   Definition.  
   “Confidential Information” means all trade secrets and all information that Prodigy considers to be of a confidential or proprietary nature, whether or not in writing, concerning Prodigy’s business technology, business relationships or financial affairs which Prodigy 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 Prodigy from its customers or suppliers or other third parties.

   Non-Disclosure and Non-Use Obligations. 

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

   Information of Third Parties. 

   Independent Ambassador understands that Prodigy is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Prodigy 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.

6. Intellectual Property Rights.
   
   Licensing of Content.
   
   Independent Ambassador grants to Prodigy and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns an unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable license, right, 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 Prodigy’s advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes (the “Content License”), subject only to the payment made to Independent Ambassador in Section 4 (Compensation) of this Agreement.

   For the avoidance of doubt if any Content contains any works of authorship, inventions, intellectual property, materials, documents, or other work product created, invented, designed, developed, contributed to, or improved by Independent Ambassador prior to the Effective Date (the “Prior Works”), Independent Ambassador grants Prodigy the license and right to use the Prior Works on the same terms and conditions of the Content License.

   With respect to Content which portrays Independent Ambassador’s face, body and voice (the “Restricted Materials”), Prodigy shall have the right to use the Restricted Materials upon prior approval from Independent Ambassador.

   Other Developments.

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

   Prodigy Materials and Marks.

   Except for Independent Ambassador's limited right to use the Prodigy Materials solely in connection with performing the Services, Prodigy retains all right title and interest in the Prodigy Materials, including all related intellectual property rights. Prodigy hereby grants to Independent Ambassador, a limited, non-exclusive, non-transferable license to use and display Prodigy’s 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:

   1. Will comply with Prodigy’s quality standards and trademark guidelines, which may be provided by Prodigy to Independent Ambassador from time to time; and
   2. Will solely inure to the benefit of Prodigy. 

   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 attack the Marks or assist anyone in attacking the Marks, or 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.

   For the avoidance of doubt, all of Independent Ambassador’s rights to use the Prodigy Materials and/or the Marks terminates upon the termination of this Agreement. 

   Independent Ambassador Social Channels.

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

7. 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 Prodigy products, the Prodigy brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
   
   
8. Representations and Warranties.
   

   Independent Ambassador represents and warrants that:

   1. Make any derogatory statements about Prodigy and/or Prodigy products, including without limitation on the Social Channels; 
   2. Independent Ambassador is at least 18 year of age and legally allowed to live and work in Independent Ambassador’s country of residence;
   3. The Prior Work, Content and Other Developments are Independent Ambassador' s original work;
   4. Use of the Prior Work, Content and Other Developments by Prodigy will not infringe or involve the misappropriation of any third-party rights;
   5. All clearances and licenses relating to the use of the Prior Work, Content or Other Developments have been obtained by Independent Ambassador;
   6. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Prodigy for any Prior Work, Content or Other Developments or any content or material incorporated therein to any third party; and
   7. Independent Ambassador will comply with all applicable laws, rules and regulations, including the Guides.
      
      
9. Indemnification.
   

   To the maximum extent permitted by law, Independent Ambassador shall indemnify and hold Prodigy, 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 Prior Work, Content, Other Development, 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.

10. 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. Prodigy 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. 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: Section 4 (Compensation) (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); Section 5 (Confidentiality); Section 6 (Intellectual Property) (but only the provisions applying to Licensing of Content and Other Developments); Section 7 (Federal Trade Commission Requirements); Section 8 (Representations and Warranties ); Section 9 (Indemnification); Section 11 (Limitation of Liability); Section 12 (Governing Law, Jurisdiction and Venue); Section 13 (Notices); Section 14 (Equitable Relief); and Section 15 (Miscellaneous).

11. Limitation of Liability.
    
    IN NO EVENT SHALL PRODIGY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “PRODIGY 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 PRODIGY PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PRODIGY 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 PRODIGY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
    
    
12.  Governing Law, Jurisdiction and Venue.
    
    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. Prodigy 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

13. 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.

14. Equitable Relief.
    
    Independent Ambassador and Prodigy agree that it would be impossible or inadequate to measure and calculate Prodigy’s damages from any breach by Independent Ambassador of this Agreement. Accordingly, Independent Ambassador and Prodigy agree that if Independent Ambassador breaches this Agreement; Prodigy will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 12 (Governing Law, Jurisdiction and Venue) above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of this Agreement. Independent Ambassador and Prodigy further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Ambassador and Prodigy, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
    
    
15. 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, the provision shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Prodigy 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 Prodigy 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 Prodigy and Independent Ambassador, this Agreement constitutes the entire agreement between Independent Ambassador and Prodigy 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 Prodigy. Prodigy 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 Prodigy’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.  This Agreement may only be altered or amended in a writing signed by both parties.  The parties may execute this Agreement in counterparts.
    
    

COMMISSION APPENDIX

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

Commission Percentage

20% Commission on all Gross Sales (minus taxes)

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